~~The compensation of our named executive officers for 2013 is summarized below. For more information, see the narrative and notes accompanying the 2013 Summary Compensation Table set forth on page 41.~~

~~The compensation mix of our named executive officers for 2013 is graphically illustrated below and is based on the information presented in the compensation summary table.~~

To be able to vote, you must have been a holder of record of our common stock at the close of business on March 3, 2014. This date is the “record date” for the annual meeting. Shareholders of record on the record date are entitled to receive notice of, to attend, and to vote on each proposal at the annual meeting or on any postponement or adjournment of the meeting. As of the close of business on the record date, there were 27,373,747 shares of our common stock outstanding, consisting of 2,377,689 issued and outstanding shares of Class A common stock (“Class A shares”) and 24,996,058 issued and outstanding shares of Class B common stock (“Class B shares”). Class A shares and Class B shares are sometimes referred to collectively in this proxy statement as “common stock.” In addition to shareholder of record of our common stock, beneficial owners of shares held in street name as of the record date can vote using the methods described below.

You are entitled to one vote per each share of our common stock that you owned on the record date on each matter that is presented for consideration. All shares of our common stock will vote together as a single class on all matters brought before the meeting.

If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, and not through a brokerage firm, bank, broker-dealer or other similar organization, you are considered the “shareholder of record” with respect to those shares. We have sent the Notice or the printed proxy materials directly to you. If you are the shareholder of record or “record holder” of your shares, you may vote in one of the following five ways:

~~If you only receive the Notice, you may follow the instructions outlined in the Notice to request a proxy card in order to submit your vote by fax or mail.~~~~If you vote via the Internet, by phone, or by fax, do not return the proxy card.~~ You may request a printed copy of the proxy materials by: (a) telephone at 1-800-579-1639; (b) Internet at www.proxyvote.com; or (c) e-mail at sendmaterial@proxyvote.com. Please make the request on or before April 16, 2014 to facilitate timely delivery.

The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time, on April 29, 2014. If you plan to vote by fax or by mail, your proxy card must be received no later than 12:00 p.m., Eastern Daylight Time, on April 29, 2014.

In order to ensure that your proxy is voted according to your instructions and to avoid delays in ballot taking and counting, we request that you provide your full title when signing a proxy as attorney-in-fact, executor, administrator, trustee, guardian, authorized officer of a corporation, or on behalf of a minor. If shares are registered in the name of more than one record holder, all record holders must sign the proxy card.

If your shares are held in an account at a stock brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name.” Such organization is considered to be the shareholder of record with respect to those shares. If you hold your shares of common stock in street name you will receive the Notice from that organization with instructions on how to vote your shares. The organization that holds your shares will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our proxy statement and proxy card by following the instructions on the Notice provided by the organization.

If you are a beneficial owner of shares held in street name and wish to vote in person at the annual meeting, you must present a “legal proxy,” issued in your name by the organization that holds your shares to be admitted to the meeting. A legal proxy is a document that will authorize you to vote your shares held in street name at the meeting. Please contact the organization that holds your shares for instructions to obtain a legal proxy.You must bring a copy of the legal proxy to the annual meeting and ask for a ballot from an usher when you arrive. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election.

~~Yes. You can change your vote or revoke your proxy at any time before the taking of votes at the annual meeting by:~~

If you provide more than one proxy, the properly signed proxy having the latest date will revoke any earlier proxy. Attendance at the meeting will not automatically revoke a proxy unless you properly vote at the meeting or specifically request that your prior proxy be revoked. Any written notice of revocation or delivery of a subsequent proxy by a shareholder of record may be sent to our Secretary at Triple-S Management Corporation, 1441 F.D. Roosevelt Avenue, 6th Floor, San Juan, Puerto Rico 00920, or hand delivered to our Secretary at or before the voting at the annual meeting.

If your shares are held in street name by an organization, you must contact that organization to change your vote or, if you intend to be present and vote at the meeting, bring the legal proxy issued in your name by such organization to the meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and proxy card. For example, (i) if you hold your Class B shares in more than one brokerage account, you may receive a separate Notice for each brokerage account in which you hold shares, and (ii) if you hold both Class A shares and Class B shares, you may receive paper copies of the proxy materials with respect to your Class A shares and a Notice with respect to your Class B shares. Please vote each proxy card that you receive.

Only shareholders of record and beneficial owners with a legal proxy issued in their name by their respective organization holding their shares may be present at the meeting. No other person, including persons accompanying a

~~shareholder, will be allowed at the meeting. Please bring a valid form of photo identification such as a driver’s license or passport to corroborate your identity as one of our shareholders.~~

~~No cameras, mobile phones, computers, tablets, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the meeting.~~

The presence at the beginning of the meeting, in person or by proxy, of one third (1/3) of the shares entitled to vote will constitute a quorum for the meeting. As of the record date, 27,373,747 shares of common stock were issued and outstanding. Shares of common stock represented in person or by proxy, “broker non-votes,” as discussed below, and shares that abstain or do not vote with respect to a particular proposal, will be treated as shares that are present for purposes of determining whether a quorum exists at the meeting.

We urge you to vote by proxy even if you plan to attend the meeting so that we will know as soon as possible that enough shares will be present to constitute a quorum in order for us to hold the meeting. If a quorum is not present, we may propose to adjourn the meeting to solicit additional proxies.

If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting and at any postponement or adjournment thereof.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters unless the organization receives voting instructions from you. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In order to minimize the number of broker non-votes, the Company encourages you to vote or provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.

The election of directors (Proposal 1) and the advisory resolution to approve the compensation of our named executive officers (Proposal 3) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals 1 and 3. The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore it is likely that no broker non-votes will exist in connection with Proposal 2.

Proposal 1—Election of Directors. A nominee must be elected to our Board by the affirmative vote of a majority of votes cast with respect to such nominee by the shares of common stock entitled to vote and present at the meeting or represented by proxy. If shareholders do not elect a director nominee who is already serving as a director, Puerto Rico corporation law provides that the director will continue to serve on our Board as a “holdover” director until his or her successor is elected.

Proposal 2—Ratification of the Selection of the Independent Registered Public Accounting Firm. The approval of this proposal requires the affirmative vote of a majority of votes cast with respect to this proposal by the shares of common stock entitled to vote and present at the meeting or represented by proxy.

Proposal 3—An Advisory Resolution to Approve the Compensation of Our Named Executive Officers. The approval of this proposal requires the affirmative vote of a majority of votes cast with respect to this proposal by the shares of common stock entitled to vote and present at the meeting or represented by proxy.

An “affirmative vote of a majority of votes cast” on a proposal means that the votes cast “for” the proposal exceeds the votes cast “against” such proposal. Abstentions and broker non-votes will not count as a vote “for” or “against” the proposal and thus will have no effect in determining whether the proposal has received the affirmative vote of a majority of the votes cast at the meeting.

~~Representatives of Broadridge Financial Solutions, Inc., an independent third party, will act as inspectors of the election and tabulate the votes cast by proxy or in person at the meeting.~~

~~The~~Our executive compensation program is designed to ~~achieve~~support our vision, our strategic and financial goals, and operating imperatives. It applies to our NEOs and other executive officers of our Company and subsidiaries.

Equity award grant policy. The purpose of the equity award grant policy is to ensure the integrity of the award granting process and avoid the possibility or appearance of timing of equity grants for the personal benefit of executives. Under the changes made to the policy on August 2, 2016, equity awards are made at the Compensation and Talent Development Committee’s first regularly scheduled meeting taking place in the month of March. Equity grants to certain newly hired employees or promoted individuals, including executive officers, are made on the last business day prior to the 15^th day of each month following ~~objectives:~~

~~reinforce our corporate values by combining our efforts~~the date of hire or the last business day of each month, whichever day first follows the date on which the newly-hired individual commences providing acting services to ~~deliver superior business results with good governance, socially responsible business practices,~~the Company or the promoted individual commences providing active services to the Company at the promoted level. No off-cycle awards may be granted to the Company’s executive officers during quarterly and ~~high ethical standards;~~

~~promote a high performance culture with clear emphasis~~event-specific blackout periods under the Company’s insider trading policy. Outstanding stock option awards have an exercise price equal to the closing market price of the Company’s common stock on ~~accountability and variable pay that is tied~~their grant date. Our equity incentive plans prohibit the re-pricing or exchange of equity awards without shareholder’s approval.

Recoupment Policy. Our recoupment policy applies to ~~both short and long-term results;~~

~~recover~~ any ~~incentive-based~~current or former employee who received incentive compensation ~~that is~~ based on ~~erroneous~~ financial ~~results in~~data on which the ~~event of~~Company is required to prepare an accounting restatement due to the material ~~non-compliance~~noncompliance with any financial reporting requirement under the securities laws. The recoupment policy aligns management’s interests with the interests of shareholders and supports good governance practices. The policy provides that the Company may, in the exercise of its discretion (as determined by the Compensation and Talent Development Committee) take action to recoup the amount by which such award exceeded the payment that would have been made based on the restated financial results. Our right of recoupment expires three years following the year for which the inaccurate performance criteria were measured; however, our right of recoupment is not subject to an expiration period in the event of fraud or misconduct.

Insider trading and anti-hedging policy. We prohibit directors, officers, employees and consultants of the ~~securities laws;~~

~~attract, motivate and retain top talent cost-effectively by offering competitive total compensation opportunities;~~

~~require moderate levels of share ownership that increase with executives’ scope of responsibilities;~~

~~emphasize uniformity of design features across corporate and business units to reinforce collaboration, limit program complexity, and increase~~Company from trading in the ~~effectiveness~~securities of the ~~entire~~Company or its affiliates (e.g., customers, suppliers, etc.), directly or through family members or other persons or entities, if they are aware of material nonpublic information relating to the Company or its affiliates. Trading includes purchases and sales of stock, derivative securities such as put and call options and convertible debentures or preferred stock, and debt securities (debentures, bonds and notes). Trading also includes certain transactions under the Company’s plans (e.g., sale of underlying stock acquired upon the exercise of stock options, certain transactions associated with the Company’s retirement savings plan, and voluntary additional contributions to the Company’s dividend reinvestment plan). Our insider trading policy also prohibits our directors, officers and certain other employees from engaging in any hedging or monetization transactions involving Company securities.

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Stock ownership guidelines for executive. Our stock ownership guidelines for our executive ~~team;~~

officers and other key employees aim to align their interests with those of our shareholders. The guidelines require executives and other employees to own Company stock in an amount equal to a multiple of base salary, as follows:

Level	Value of Stock as a Multiple of Base Salary
CEO	5x
CFO and subsidiary presidents	3x
Corporate and subsidiary executives	2x
Other selected employees	1x

Until an executive ~~and shareholder interests through long-term equity based plans;~~

~~maintain a clear and understandable framework for evaluating the effectiveness~~reaches his or her applicable ownership level, he or she must retain 50% of the ~~program’s design features;~~

~~prohibit any activities by employees~~equity received from long-term compensation plans (after meeting tax withholding obligations), and once the ownership level is met, he or she may not sell shares if doing so would cause his or her ownership to fall below that ~~hedge their economic risk~~level. The Compensation and Talent Development Committee reviews progress toward meeting the ownership guidelines on an annual basis.

The Committee has also approved stock ownership guidelines for non-management directors. See the section entitled “Director compensation—Stock ownership guidelines for non-management directors” of ~~owning Company stock; and~~this proxy statement for more information.

~~provide a balanced total compensation program to ensure that management is not encouraged to take unnecessary and excessive risks that may harm the Company.~~

Compensation ~~Consultants~~

consultants

The Compensation and Talent Development Committee has ~~the~~ sole authority to engage and terminate the services of outside consultants. In ~~2013,~~2016, the committee retained Pay Governance to assist the committee on matters related to executive officer and director compensation, including the committee’s review of the comparable group, analysis of the competitiveness of executive compensation, and reporting on trends and issues related to executive compensation.

The Board has determined that Pay Governance is an independent compensation consultant pursuant to Section 10C of the Exchange Act. Pay Governance reports exclusively to the Compensation and Talent Development Committee and does not provide any additional services to ~~us.~~

~~Named Executive Officers~~

~~The NEOs include~~the Company.

Results of advisory vote on say-on-pay and frequency of the vote

Rule 14a-21 of the Exchange Act enables our ~~chief executive officer, our chief financial officer,~~shareholders to vote to approve, on an advisory basis, the ~~three other most highly compensated executive officers who served as executive officers during 2013, and one other individual who served as an executive officer during part of 2013:~~

~~Ramón M. Ruiz-Comas, our chief executive officer;~~

~~Amílcar L. Jordán-Pérez, our chief financial officer;~~

~~Pablo Almodóvar-Scalley, the president~~compensation of our ~~managed care subsidiary, Triple-S Salud, Inc.;~~

~~Arturo Carrión-Crespo, the president~~NEOs. In 2016, 99.1% of our ~~life insurance subsidiary, Triple-S Vida, Inc.;~~

~~Eva G. Salgado Micheo,~~shareholders voted in favor of the ~~president~~compensation of our ~~property and casualty insurance company, Triple-S Propiedad, Inc.; and~~

~~Susan Rawlings-Molina, former president~~NEOs. Also, the rule enables our shareholders to advise the Company on the frequency of their vote on the compensation of our ~~Medicare Advantage third-party administrator subsidiary, Triple-S Advantage Solutions, Inc.~~NEOs. In 2011, our shareholders voted that such compensation be presented for shareholder’s advisory approval on an annual basis and the Board accepted the advice of our shareholders. Our executive compensation program presented to our shareholders in this proxy statement is similar to the one presented at last year’s annual meeting.

In accordance with Rule 14a-21 of the Exchange Act, during this annual meeting, the shareholders will have the opportunity to vote on the frequency of the vote on the compensation of our NEOs. After this year’s vote, the next shareholder vote on the frequency of the vote on executive compensation will be held no later than the 2023 annual meeting of shareholders.

Determining ~~Executive Compensation~~

executive compensation

We compare the compensation of the NEOs to that of companies with which we compete or could compete for executive talent, capital and customers. These companies include private or publicly-held companies, stand-alone businesses and/or divisions of larger corporations. Our size ~~and/or~~and organizational complexity ~~are~~is considered when selecting comparable companies in Puerto Rico and the United States and data analysis methods. Within our general competitive framework, specific comparisons may vary by type of role.

The Compensation and Talent Development Committee collects relevant market data and alternatives to consider when making executive compensation decisions. In 2013, the committee compared the data with each element

Table of total compensation to a list of 14 comparable companies in Puerto Rico and direct industry competitors located within the United States (“Comparable Group”). Six of these companies have the same six-digit Global Industry Classification Standards (GICS) code as ours. We generally update the Comparable Group compensation benchmark every other year, or as may be appropriate to reflect changes in our operating environment or business model. We will update this benchmark again during 2015.

~~The companies comprising the Comparable Group are:~~


~~Alleghany Corporation~~	~~FirstBank Corp~~	~~OFG Bancorp~~
~~Aspen Insurance Holdings, Ltd~~	~~HCC Insurance Holdings, Inc.~~	~~Popular, Inc.~~
~~Centene Corporation~~	~~Infinity Property & Casualty Corporation~~	~~State Auto Financial Corporation~~
~~Doral Financial Corporation~~	~~Magellan Health Services~~	~~WellCare Health Plans, Inc.~~
~~Erie Indemnity Company~~	~~Molina Healthcare, Inc.~~

For comparison purposes, our annual revenues are around the median of the Comparable Group. Total compensation—which includes base salary, short and long-term variable pay opportunities, benefits and perquisites—is generally between the 25th and 50th percentile of the Comparable Group, on average.

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Based on our compensation philosophy, a significant ~~percentage—46.9%~~percentage, an average of 70% for our CEO and 61% for all other NEOs in ~~2013—of total compensation~~2016, is delivered through our incentive compensation plans in the form of at-risk ~~performance-based.~~variable pay. The Compensation and Talent Development Committee has not adopted a policy or formula to allocate total compensation among its various components. As a general matter, the committee reviews competitive pay information provided by its compensation consultant as well as our current operating goals and environment to determine the appropriate level and mix of incentive compensation. Actual amounts earned from incentive compensation are realized only as a result of individual or Company performance, depending on the type of award, based on a comparison of actual results to pre-established goals.

The Compensation and Talent Development Committee collects relevant market data and alternatives to consider when making executive compensation decisions. In 2016, the committee compared the data with each element of total compensation to a list of 15 comparable companies, including companies in Puerto Rico and direct industry competitors located within the United States (the “comparable group”). Three of these companies have the same six-digit Global Industry Classification Standards (GICS) code as ours, nine are within the “insurance” GICS industry group, and the remainder are Puerto Rico companies in the banking and technology industries. We generally update the comparable group compensation benchmark every other year, or as may be appropriate to reflect changes in our operating environment or business model. We will update this benchmark again during 2018.

The companies comprising the comparable group are:

Alleghany Corporation	FirstBank Corp.	Popular, Inc.
Argo Group International Holdings, LTD.	Infinity Property & Casualty Corp.	Selective Insurance Group, Inc.
Aspen Insurance Holdings, Ltd	Magellan Health, Inc.	State Auto Financial Corporation
Erie Indemnity Company	Molina Healthcare, Inc.	United Fire
EVERTEC, Inc.	OFG Bancorp	Universal American Corp.

For comparison purposes, our annual revenues are around the median of the comparable group. Total compensation—which includes base salary, short and long-term variable pay opportunities, benefits and perquisites—is generally between the 25^th to 50^th percentile of the comparable group, on average.

Components of ~~Executive Compensation~~

executive compensation

Executive compensation is delivered through a combination of base salary, an annual ~~non-equity~~short-term cash incentive, ~~a cash bonus,~~ long-term equity incentive compensation, retirement programs and a non-qualified deferred compensation plan.

Base ~~Salary~~

salary. Base salaries are designed to recognize an individual’s contribution to the organization and his or her experience, knowledge and responsibilities. Base salaries also aim to provide competitive compensation, appropriate incentives and financial stability to the NEOs for assuming a significant level of responsibility.

According to our salary adjustment policy, salary ~~increases~~determinations are based on a number of factors, including importance of the position, level of responsibility, individual performance, growth in position, ~~market level~~market-level relative salary, ~~increases,~~ our financial and operating performance, and the Company’s ability to pay. Also, our policy establishes that base pay adjustments send clear performance messages and make moderate distinctions based on performance. Significant distinctions in performance by executives are recognized through our annual ~~non-equity~~short-term cash incentive plan. In addition, this policy requires that timing for increases, promotions and changes in responsibilities be consistent with market practice and that base salaries for executives be reviewed on an annual basis and adjusted as necessary to ensure pay levels remain competitive.

~~Annual Non-Equity Incentive Plan~~

Short-term annual cash incentive. The short-term annual ~~non-equity~~cash incentive portion of an executive’s total compensation opportunity is intended to accomplish a number of ~~objectives. This includes~~objectives, such as reinforcing the optimization of operating results throughout the year, facilitating the achievement of our stated objectives, paying for performance, reinforcing individual accountability, supporting our long-term objective to create shareholder value, and providing market competitive cash compensation when performance objectives for the year are met or exceeded. This incentive compensation can be highly variable from year to year depending on actual performance results.

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The Company sets cash incentive target ~~non-equity incentive~~ amounts as a percentage of base salary for all eligible executives at the beginning of each year based on job responsibilities, ~~internal relativity,~~position within the Company, and a review of competitive market data. Actual incentive payouts may range from zero to 150% of the target opportunity depending on the Company’s financial results relative to predetermined performance goals and the Compensation and Talent Development Committee’s ~~subjective~~ review of each executive’s individual performance. The Compensation and Talent Development Committee approves the awards and has discretion to determine any changes to the final amount to be paid.

For ~~2013,~~2016, the target ~~non-equity~~short-term annual cash incentive ~~compensation~~ for each of the NEOs as a percentage of salary was as follows:


Executive	Target Bonus Percent
~~Ramón M. Ruiz-Comas~~ Roberto Garcia-Rodriguez		70	% 70%
~~Amílcar L. Jordán-Pérez~~ Juan J. Román-Jimenez		50	% 50%
~~Pablo Almodóvar-Scalley~~ Madeline Hernández-Urquiza		70	% 70%
~~Arturo Carrión-Crespo~~ Eva G. Salgado-Micheo		55	% 70%
~~Eva G. Salgado-Micheo~~ Arturo L. Carrion-Crespo		70	%
~~Susan Rawlings-Molina~~¹		70	% 70%

¹	~~On September 30, 2013, Mrs. Rawlings-Molina resigned as president of Triple-S Advantage Solutions, Inc.~~

The Compensation and Talent Development Committee determines short-term annual ~~non-equity incentive awards~~cash incentives based on two types of performance measures: the Company’s financial and operating results and individual criteria. ~~Financial~~The Company’s financial and operating results account for ~~80%~~70% of each ~~NEO’s~~NEO evaluation and individual performance criteria account for the remaining ~~20%~~30%.

The weighting of financial results, in turn, is evenly divided between Adjusted Premiums Earned and Adjusted Net Income (each term as defined in the following paragraph). This mix of performance measures focuses executives appropriately on improving both top-line and bottom-line growth, while also emphasizing individual accountability through each executives’ individual performance goals.

The Company ~~believes~~believes that premiums earned and net income are key drivers of shareholder value ~~and—~~and― adjusted to exclude non-budgeted items—are the most relevant measures by which to assess the Company’s short-term business performance and ~~promote~~promote profitable revenue growth. Adjusted ~~premiums earned~~Premiums Earned represent the annual premiums earned in the calendar year as presented in the consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles ~~(U.S. GAAP)~~(“U.S. GAAP”), adjusted to include only operations existing at the beginning of the year. Adjusted Net Income is measured as the net income earned in the calendar year, as presented in the consolidated financial statements in accordance with U.S. GAAP, minus realized and unrealized gains/losses in investment ~~and derivatives~~ (net of the related income tax effect) and other non-budgeted items.

The financial results component of ~~the non-equity~~our short-term cash incentive performance goals of the Company’s executives, including our chief executive officer and chief financial officer, is solely based on consolidated results. Awards to our business unit executives are split ~~30%~~20% based on our consolidated results and 50% based on the results of the relevant business unit. The remaining 30% considers the individual executive’s performance. The Compensation and Talent Development Committee, based on the recommendation of management, determined the individual metrics considered for executive compensation to align individual performance with our Company’s strategic transformation. These individual metrics are categorized as follows:

Metrics	Purpose
External stakeholders	Drives behavior to be externally focused, market backed, customer centric, and aligned with our providers.
Innovation	Drives excellence in execution, and efficient and effective ways of doing business.
Collaboration and teaming	Drives agility, accountability and effective working relationships across businesses and functional areas.
People development	Develops a talented, motivated and ownership-minded work force.

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We believe these metrics provide the Board, the committee and our chief executive officer, with respect to those executives under his supervision, adequate guidance in evaluating how individual performance is aimed to accomplish our goals. This distribution in weighting is designed to encourage each executive with responsibility for a business unit to focus on his or her individual business while working as a team to achieve the Company’s overall success. Executives of a business unit that does not reach the threshold level for Adjusted Net Income do not receive an annual non-equity incentive award even if consolidated financial results of the Company exceed their threshold levels. Likewise, the Company’s executives do not receive a non-equity incentive award if the Company does not reach its threshold level for Adjusted Net Income even if the consolidated financial results of business units are met.

For ~~2013,~~2016, performance measures of the ~~non-equity~~short-term cash incentive plan were as follows:

Corporate Executives
   Performance Measure And Weighting
   40%    40%    20%
(dollar amounts in millions)
Performance
   Consolidated
Premiums
Earned    Consolidated
Adjusted
Net Income    Individual
Ramón M. Ruiz-Comas and Amílcar L. Jordán-Pérez

Maximum
   $ 2,739.7       $ 71.3    See
Target
   $ 2,283.1       $ 59.4       Table
Minimum
   $ 1,826.5       $ 47.5    on page 34

Business Unit Executives
   Performance Measure And Weighting
   Consolidated Results    Business Unit
   15%    15%    25%    25%    20%
(dollar amounts in millions)
Performance
   Premiums
Earned    Adjusted
Net
Income    Premiums
Earned    Net
Income    Individual
Pablo Almodóvar-Scalley – Managed Care Segment (Commercial, Medicare and Medicaid business)

Maximum
   $ 2,739.7       $ 71.3       $ 1,185.6       $ 36.0       See
Target
   $ 2,283.1       $ 59.4       $ 988.0       $ 30.0       Table
Minimum
   $ 1,826.5       $ 47.5       $ 790.4       $ 24.0       Below
Susan Rawlings-Molina – Managed Care Segment (Medicare Advantage Segment)

Maximum
   $ 2,739.7       $ 71.3       $ 1,278.0       $ 21.5       See
Target
   $ 2,283.1       $ 59.4       $ 1,065.0       $ 17.9       Table
Minimum
   $ 1,826.5       $ 47.5       $ 852.0       $ 14.3       Below
Arturo Carrión-Crespo – Life Insurance Segment

Maximum
   $ 2,739.7       $ 71.3       $ 162.8       $ 14.3       See
Target
   $ 2,283.1       $ 59.4       $ 135.7       $ 11.9       Table
Minimum
   $ 1,826.5       $ 47.5       $ 108.6       $ 9.5       Below
Eva G. Salgado-Micheo – Property and Casualty Insurance Segment

Maximum
   $ 2,739.7       $ 71.3       $ 118.1       $ 9.0       See
Target
   $ 2,283.1       $ 59.4       $ 98.4       $ 7.5       Table
Minimum
   $ 1,826.5       $ 47.5       $ 78.7       $ 6.0       Below

The following table summarizes the individual performance goals for 2013 for each of the NEOs. The Compensation and Talent Development Committee allocates specific weight to the various components of the criteria established for each executive. Evaluation of each executive’s performance with respect to each criterion includes objective and subjective considerations.


~~Executive~~		~~Individual Performance Criteria~~

~~Ramón M. Ruiz-Comas~~		~~• Completion of a geographic expansion outside of Puerto Rico~~ ~~• Ongoing implementation of succession plan at subsidiary level~~ ~~• Development and completion of certain strategies for the managed care business~~ ~~• Implementation of operational efficiencies~~

~~Amílcar L. Jordán-Pérez~~		~~• Operating income margin~~ ~~• Completion of certain operational projects~~

~~Pablo Almodóvar-Scalley~~		~~• Operating income margin~~ ~~• Completion of certain operational projects~~ ~~• Implementation of operational efficiencies~~

~~Arturo Carrión-Crespo~~		~~• Operating income margin~~ ~~• Growth in new sales~~ ~~• Development of new products and services~~

~~Eva G. Salgado-Micheo~~		~~• Operating income margin~~ ~~• Reduction of claims and administrative expenses~~ ~~• Completion of certain operational projects~~

~~Susan Rawlings-Molina~~		~~• Operating income margin~~ ~~• Growth in new sales~~ ~~• Development of new products and services~~ ~~• Completion of certain operational projects~~

¹	~~On September 30, 2013, Mrs. Rawlings-Molina resigned as president of Triple-S Advantage Solutions, Inc.~~

Corporate Executives Performance Measure and Weighting

(dollar amounts in millions)
Performance

30%

Consolidated
Premiums
Earned

40%

Consolidated
Adjusted
Net Income

30%

Individual

Roberto García-Rodríguez and Juan J. Román-Jimenez
Maximum $ 3,659.0 $ 52.6 According
Target $ 3,049.2 $ 43.8 to individual
Minimum $ 2,439.4 $ 35.0 metrics
Business Unit Executives Performance Measure and Weighting

Consolidated Results Business Unit
15% 25% 15% 15% 30%
(dollar amounts in millions)
Performance

Premiums
Earned

Adjusted
Net Income

Premiums
Earned

Net
Income
Individual
Madeline Hernández Urquiza –Managed Care Segment
Maximum $ 3,659.0 $ 52.6 $ 3,360.8 $ 34.4 According
Target $ 3,049.2 $ 43.8 $ 2,800.7 $ 28.7 to individual
Minimum $ 2,439.4 $ 35.0 $ 2,240.6 $ 23.0 metrics
Eva G. Salgado Micheo – Property and Casualty Insurance Segment
Maximum $ 3,659.0 $ 52.6 $ 115.3 $ 10.2 According
Target $ 3,049.0 $ 43.8 $ 96.1 $ 8.5 to individual
Minimum $ 2,439.4 $ 35.0 $ 76.9 $ 6.8 metrics
Arturo L. Carrión-Crespo – Life Insurance Segment
Maximum $ 3,411.6 $ 28.4 $ 185.6 $ 19.6 According
Target $ 2,843.0 $ 23.7 $ 154.7 $ 16.3 to individual
Minimum $ 2,274.4 $ 19.0 $ 123.8 $ 13.0 metrics

Annual ~~Cash Bonus~~

non-performance cash bonus. We pay an annual non-performance ~~based~~cash bonus each December to active employees, including some executives who ~~do not~~may participate in the annual ~~non-equity~~short-term cash incentive ~~plan. This bonus is based on a predetermined formula and paid if the employee has~~plan. Under Puerto Rico law, we are required to pay employees who worked more than 700 hours in the 12-month period ~~starting~~commencing October 1 of the previous year ~~up to as of September 30 of the payment year~~ and ~~is an employee~~are employees at the date of ~~payment.~~payment a bonus in an amount which cannot be less than $600. The amount paid by the Company to active employees under this bonus is approximately 6% or 9% of the employee’s base ~~salary.~~

~~Long-Term Incentive Awards~~

salary, varying among business units, which may be greater than the minimum amount required by law in order to offer a competitive compensation to our employees. NEOs do not participate in the annual non-performance cash bonus program since 2011. During 2016, our NEOs received the minimum amount of the bonus required under Puerto Rico law, as further described in the summary compensation table in this proxy statement.

Long-term incentive awards. We believe that long-term incentives in the form of equity-based compensation are an important and essential ~~components~~component of our total compensation program that ensure our ability to attract, motivate, and retain top talent responsible for our long-term success. Our long-term incentives to key executive employees are designed to accomplish a number of important objectives, including to align management and ~~shareholder~~shareholder’s interests, balance the short-term orientation of other compensation elements, provide a variable portion of total compensation tied to long-term market and financial performance, build executive stock ownership, hold executives accountable for their long-term decisions, reinforce collaboration across the Company, retain key talent over the long term, and share success with those who directly impact our performance results.

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The Company made a long-term incentive grant to its executives during 2007 in connection with our initial public offering. No long-term incentive grants were made in 2008, 2009 or 2010 to our NEOs. In March 2011, the Compensation and Talent Development Committee ~~adopted~~has an annual equity award program for executives under the Company’s ~~2007 Incentive Plan,~~incentive plan, based on recommendations from its compensation consultants and the principles contained in the Company’s ~~Executive Compensation Philosophy.~~executive compensation philosophy. The program aims to better focus and reward executives for multiple performance objectives that drive long-term value creation and in part to mitigate the possibility of excessive risk-taking. The program’s design provides both ~~performance-based~~performance equity grants (“performance shares”) that may be earned only if specific measures of operating performance are attained and time-based vesting restricted stock that is earned only if the executive remains employed with the Company over the vesting period. Long-term incentive grants provide for accelerated vesting only upon death, disability, termination without cause, or retirement, provided that the executive ~~release~~releases the Company from liability ~~with~~by the execution of a general release and non-disparagement agreement. We assigned a weighting of 75% of the total equity award value to performance shares consistent with our stated philosophy of promoting a high performance culture with clear emphasis on accountability and variable pay that is tied to long-term results, and 25% of the total equity award value to restricted stock to emphasize the retention of key executives and alignment with shareholders.

Under the current design, performance share awards may be earned if specific goals are attained over a three-year performance period. At the beginning of the performance period, minimum, target and maximum performance levels, along with the associated dollar value of shares that may be earned, are established by the Compensation and Talent Development Committee. The actual value of shares that may be earned may be as high as 150% of the target amount if the maximum level of performance for all metrics is achieved or as low as zero if the minimum level of performance for all metrics is not achieved over the three-year performance period. Determination of performance pay and vesting occur at the end of the third year. A summary of the performance share metrics and rationale for each is presented ~~as follows:~~

in the following table.

Performance metric	Weighting		Rationale
~~Performance Metric~~		~~Weighting~~	~~Rationale~~
3-Year Cumulative Premiums Earned, Net		20%	Premiums earned, net improvement is critical to the continued growth and health of our business. Premiums earned, net is a key contributor to EPS and shareholder value creation.

3-Year Cumulative Operating Income		35%	Operating income improvement emphasizes cost control and is important as we continue to grow our top line. Operating income is also a key contributor to EPS and shareholder value creation.

3-Year Cumulative EPS		45%	EPS sets the expectation of the Company’s success for our shareholders. We use EPS as the key accounting measure and evaluation of how the Company is performing.

Restricted stock may be earned only if the executive remains employed with the Company over the vesting period. Restricted stock vests in equal proportions over the three-year vesting period (i.e., one-third per year beginning on the first anniversary of the ~~date of grant)~~grant date). The Compensation and Talent Development Committee believes that the three-year performance period associated with performance shares and the three-year vesting period of restricted stock focuses our executives on sustained performance and supports retention objectives.

The Company granted stock options to certain executive officers, including some NEOs, in connection with our initial public offering of our Class B shares in 2007. Additionally, the Company granted stock options to two executive officers in 2009 and to one employee in 2010, as part of their respective compensation packages. The Compensation and Talent Development Committee has discontinued the grant of stock options because the Company believes that performance shares better reflect our compensation philosophy.

The Company’s policy is to make annual long-term incentive grants to its executives during the first quarter of the year. Also, we may make grants to newly hired senior management employees in connection with their employment. The Compensation and Talent Development Committee carefully considers the impact of the cost of equity awards, as well as dilution, in order to achieve a balance between our costs, competitiveness and the continuity of employee incentives.

Retirement ~~Programs~~

programs. Our qualified and non-qualified employee retirement plans provide a retirement income base to a substantial majority of our employees, including our eligible executive officers. ~~Messrs. Ruiz-Comas, Almodóvar-Scalley and~~ Mrs. Salgado-Micheo ~~participate~~participated in these retirement ~~programs.~~programs until 2016. Mrs. Hernández-Urquiza also participated in these retirement programs until 2010 and Mr. Juan J. Roman-Jimenez until 2011. Union employees hired after December 19, 2006, as well as non-union employees hired after September 30, 2007, ~~are~~were ineligible to participate. Employees who participate in our qualified plan also participate in our non-qualified plan to the extent their income levels exceed compensation and benefit limits imposed by the United States Internal Revenue Code of 1986, as amended.

~~Non-Qualified Deferred Compensation Plan~~

Effective January 1, 2017, the Company froze the accumulation of benefits under the non-contributory defined-benefit pension plan.

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Non-qualified deferred compensation plan. Under our non-qualified deferred compensation plan, senior executives, including our NEOs, who elect to become participants, may defer until a future date a portion of their annual compensation and benefit from the tax advantages related to such deferral.

Role of ~~Executive Officers~~executive officers in ~~Compensation Decisions~~

compensation decisions

The Compensation and Talent Development Committee is responsible for all compensation decisions with respect to NEOs of the Company. In determining the compensation of NEOs other than the chief executive officer, the committee takes into account the recommendations of the chief executive officer. The chief executive officer annually reviews the performance of the other NEOs. The conclusions reached and recommendations based on these reviews, including with respect to base salary adjustments and ~~non-equity~~short-term cash incentive and equity incentive award amounts, are presented to the committee. The committee reviews and approves the compensation of the NEOs, including the chief executive officer.

Compensation of ~~Named Executive Officers~~named executive officers for ~~2013~~

~~With~~2016

During 2016, with the assistance of Pay Governance, the Compensation and Talent Development Committee evaluated the different components of executive compensation to ascertain that total compensation was targeted at adequate levels (that is, within the 25^th to 50^th percentile of external pay levels) when compared with companies in the ~~Comparable Group.~~comparable group. The main purpose was to assure that we maintained a competitive compensation program.

Base ~~Salary~~

Salary. In setting base salaries for ~~2013,~~2016, the Compensation and Talent Development Committee considered the following factors:

Company financial and operating results.

The corporate budget, meaning our overall budget for base salaries. The corporate budget was established based on planned performance for 2016. The objective of the budget is to allow salary ~~increases. The corporate budget was established based on planned performance for 2013. The objective of the budget is to allow salary~~

increases to retain and motivate successful performers while maintaining affordability within our business plan.

~~The relative pay differences for different job levels.~~

~~Evaluation of peer group data specific to each executive position, where applicable.~~

The relative pay differences for different job levels.

The Compensation and Talent Development Committee applied the principles described above in establishing the 2013 base salary for Mr. Ruiz-Comas, the Company’s chief executive officer. In an executive session, the Committee reviewed Mr. Ruiz-Comas’ salary and realigned to fall within the 50^th percentile of the comparable peer-group. On March 5, 2013, the committee approved a 2013 salary increase for Mr. Ruiz-Comas of $100,000, or 13.5%, of his 2013 base salary, which was ratified by our Board.

Evaluation of peer group data specific to each executive position, where applicable.

NEO	Previous base salary		2016 Base salary		Percentage
Roberto García-Rodríguez⁽¹⁾	$	587,800	$	750,000		27.5	%
Madeline Hernández-Urquiza⁽²⁾	$	475,000	$	525,000		10.5	%
Juan J. Román-Jimenez⁽³⁾		-	$	500,000		-
Eva Salgado-Micheo	$	384,100	$	391,782		2	%
Arturo L. Carrion-Crespo	$	324,700	$	324,700		0	%

(1)	On January 1, 2016, Mr. Garcia-Rodriguez received a salary increase in connection with his appointment as president and chief executive officer of the Company.

(2)	On January 11, 2016, Mrs. Hernandez-Urquiza received a salary increase in connection with her appointment as president of Triple-S Salud, Inc., our managed care subsidiary.

(3)	On January 11, 2016, Mr. Roman-Jimenez rejoined the Company and was appointed executive vice president and chief financial officer of the Company.

Salary ~~increases for all other NEOs~~determinations were based on the aforementioned principles, and were in line with budget and salary ~~increases~~determinations for all other employees.

~~Annual Non-Equity Incentive Plan~~

Non-equity incentive awards for 2013 were based on the performance of the Company against the stated objectives. For 2013, our consolidated Adjusted Net Income, which excluded realized and unrealized gains and losses on investments and derivatives (tax effected) as well as other non-recurring events, was $39.4 million, approximately 33.7% lower than the targeted level. Total consolidated Adjusted Premiums Earned was $2.2 billion, approximately 3.5% lower than the targeted level.

Short-term annual cash incentive. On ~~March 4, 2014,~~February 21, 2017, the Compensation and Talent Development Committee ~~and the Board, respectively,~~ determined that ~~with~~NEOs will receive the ~~exception~~short-term cash incentive award for 2016 detailed in the Summary Compensation Table. For 2016 the threshold level of the Adjusted Net Income component of the short-term cash incentive performance goals was not achieved on a consolidated level and in the Managed Care segment, decreasing the short-term cash incentive. In addition, the Compensation and Talent Development Committee exercised negative discretion in connection to the individual performance criteria to determine the payout of the short-term annual cash incentives for Mr. García-Rodríguez, Mr. Román-Jimenez, and Ms. Hernández-Urquiza. The Compensation and Talent Development Committee did not exercise negative discretion in the determination of the short-term annual cash incentive for Mr. Carrión-Crespo ~~no other NEO will receive compensation under~~and Mrs. Salgado-Micheo as their respective business unit achieved the non-equity incentive plan. Mr. Carrión-Crespo definitive compensation payment under the non-equity incentive plan for 2013 will be approved during 2014. Maximum possible payout to Mr. Carrión-Crespo is $175,340.

~~Annual Cash Bonus~~

NEOs do not participate in this program since 2011. Mrs. Rawlings-Molina, former president of Triple-S Advantage Solutions, Inc., participated in this non-performance based bonus program and received a payment of $600, notwithstanding her status of NEO for a partthreshold level of the ~~2013.~~

~~Long-Term Incentive Awards~~

Adjusted Net Income component in 2016.

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Long-term incentive awards. Long-term incentives were granted to NEOs in ~~2013~~2016 as described in the Summary Compensation Table. Equity award targets for our NEOs are established based on dollar values and then converted into a specific number of shares based on the closing price of our Class B common stock on the grant date. All long-term incentives granted to NEOs were approved by the Compensation and Talent Development Committee and ratified by our ~~Board of Directors.~~Board. See the section entitled ~~“Principal Components~~“Components of ~~Executive Officer Compensation—Long-Term Incentive Awards” on page 35~~executive compensation—Long-term incentive awards” of this proxy statement for more detail regarding the operation of performance share awards.

~~Other Compensation Policies~~

~~Equity Award Grant Policy~~

The purpose of the equity award grant policy is to ensure the integrity of the award granting process and avoid the possibility or appearance of timing of equity grants for the personal benefit of executives.

Under the policy, equity awards are made at the Compensation and Talent Development Committee’s first regularly scheduled meeting after the filing of the Company’s Annual Report on Form 10-K. Equity grants to certain newly hired employees, including executive officers, are made on the 15^th day of the month following the date of hire (or the next succeeding business day that the NYSE is open). Special equity grants to continuing employees are made on the 15th day of the month (or the next succeeding business day that the NYSE is open); provided, that the award is approved on or before such grant date. No off-cycle awards may be granted to the Company’s executive officers during quarterly and event-specific blackout periods under the Company’s insider trading policy. Outstanding stock

option awards have an exercise price equal to the closing market price of the Company’s common stock on their grant date. Our equity incentive plans prohibit the re-pricing or exchange of equity awards without shareholder approval.

~~Recoupment Policy~~

Our recoupment policy applies to any current or former employee who received incentive compensation during the 3-year period (or in the event of fraud or misconduct, for any period) preceding the date on which the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. The recoupment policy aligns management’s interests with the interests of shareholders and supports good governance practices. The policy provides that the Company may, in the exercise of its discretion (as determined by the Compensation and Talent Development Committee) take action to recoup the amount by which such award exceeded the payment that would have been made based on the restated financial results. Our right of recoupment expires three years following the year for which the inaccurate performance criteria were measured. Our right of recoupment is not subject to an expiration period in the event of fraud or misconduct.

~~Insider Trading and Anti-Hedging Policy~~

We prohibit directors, officers, employees and consultants of the Company from trading in the securities of the Company or its affiliates (e.g., customers, suppliers, etc.), directly or through family members or other persons or entities, if they are aware of material nonpublic information relating to the Company or its affiliates. Trading includes purchases and sales of stock, derivative securities such as put and call options and convertible debentures or preferred stock, and debt securities (debentures, bonds and notes). Trading also includes certain transactions under Company’s plans (e.g., sale of underlying stock acquired upon the exercise of stock options, certain transactions associated with the Company’s retirement savings plan, and voluntary additional contributions to the Company’s dividend reinvestment plan). Our insider trading policy also prohibits our directors, officers and certain other employees from engaging in any hedging or monetization transactions involving Company securities.

~~Stock Ownership Guidelines~~

Our stock ownership guidelines for our executive officers and other key employees aim to align their interests with those of our shareowners. The guidelines require executives and other employees to own Company stock in an amount equal to a multiple of base salary, as follows:


~~Level~~	~~Value of Stock as a~~ ~~Multiple of Base Salary~~
~~CEO~~		5x
~~CFO, COO and Subsidiary Presidents~~		3x
~~Corporate and Subsidiary Officers~~		2x
~~Other Selected Employees~~		1x

Until an executive reaches his or her applicable ownership level, he or she must retain 50% of the equity received from long-term compensation plans (after meeting tax withholding obligations), and once the ownership level is met, he or she may not sell shares if doing so would cause his or her ownership to fall below that level. The

Compensation and Talent Development Committee ~~reviews progress toward meeting the ownership guidelines on an annual basis.~~

The Committee has also approved stock ownership guidelines for non-management directors. See the section entitled “Director Compensation—Stock Ownership Guidelines for Non-Management Directors” on page 50 of this proxy statement for more information.

report

~~Compensation and Talent Development Committee Report~~

The Compensation and Talent Development Committee has reviewed and discussed the ~~Compensation Discussion~~compensation discussion and ~~Analysis~~analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board that the ~~Compensation Discussion~~compensation discussion and ~~Analysis~~analysis be included in this proxy statement.

Submitted by:

Manuel Figueroa-Collazo, Chair

~~Adamina Soto-Martínez~~

Cari M. Domínguez

Joseph A. Frick

~~Francisco J. Toñarely-Barreto~~

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Compensation and Talent Development Committee ~~Interlocks~~interlocks and ~~Insider Participation~~

insider participation

None of the members of the Compensation and Talent Development Committee is or has been one of our executive officers or employees. None of our executive officers served on the board of directors’ compensation committee of any other company for which any of our directors served as an executive officer at any time during ~~2013.~~2016. Except as disclosed in “Other ~~Relationships, Transactions~~relationships, transactions and ~~Events”~~events” in this proxy statement, none of the members of the Compensation and Talent Development Committee had any relationship with us requiring disclosure under Item 404 of ~~SEC~~ Regulation S-K.

Risk ~~Considerations~~considerations in our ~~Executive Compensation Program~~

Atexecutive compensation program

In 2016, the Compensation and Talent Development Committee’s request, management conducted a risk assessment of all the compensation programs of the Company which was completed in the first quarter of 2012. This assessment included an inventory of all compensation programs, including incentive compensation plans then in place at the Company, a review of the design and features of the Company’s compensation programs with key members of management responsible for such programs, and an assessment of program design and features relative to compensation risk factors. The Compensation and Talent Development Committee reviewed the Company’s risk profile and related risk management processes ~~and the findings of the compensation risk assessment~~ to determine if any material risks were deemed likely to arise from our compensation policies and programs and whether these risks are reasonably likely to have a material adverse effect on our business. The Compensation and Talent Development Committee determined that the Company’s then-current pay plans and policies were not reasonably likely to have a material adverse effect on the Company. The Compensation and Talent Development Committee thereafter reported its findings to the Board. ~~Risk~~During 2016, the committee reviewed and determined that risk considerations and risk inventory of the compensation programs have remained ~~unchanged for 2013.~~unchanged. We believe that our compensation programs for our ~~executive~~executives do not encourage excessive or unnecessary risk, as they are designed to, among ~~other thing,~~others, reinforce responsible business practices, provide a balanced distribution of compensation elements, tie compensation to short and long-term results, provide for the recovery of compensation in the event of inaccurate financial disclosures, fraud or misconduct, require moderate levels of share ownership and prohibit hedging transactions involving Company securities.

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Compensation ~~Tables~~

tables

Summary ~~Compensation Table~~

compensation table

The following table sets forth the total compensation paid to or earned by our NEOs for each of the three years ending December 31, ~~2013~~2016, 2015 and 2014 for services rendered in all capacities to the Company.

Name and Principal Position
Year Salary(1) Bonus(2) Stock
Awards(3) Option
Awards Non-Equity
Incentive
Plan
Compensation Change in
Pension
Value
and Non-
Qualified
Deferred
Compensation
Earnings(4) All Other
Compensation(5) Total
Ramón M. Ruiz-Comas
2013    $ 820,615    $ 0    $ 2,000,004    $ 0    $ 0    $ 190,000    $ 30,000    $ 3,040,619
President and CEO, Triple-S Management Corporation
2012    $ 740,000    $ 0    $ 1,599,997    $ 0    $ 0    $ 575,000    $ 269,366    $ 3,184,363
2011    $ 700,000    $ 0    $ 1,100,010    $ 0    $ 336,323    $ 775,000    $ 125,453    $ 3,036,786
Amílcar L. Jordán-Pérez
2013    $ 439,615    $ 0    $ 299,981    $ 0    $ 0    $ 0    $ 0    $ 739,596
Vice President of Finance & CFO, Triple-S Management Corporation
2012    $ 200,000    $ 40,000    $ 124,995    $ 0    $ 0    $ 0    $ 21,508    $ 386,503
2011    $ 0    $ 0    $ 0    $ 0    $ 0    $ 0    $ 0    $ 0
Pablo Almodóvar-Scalley
2013    $ 537,307    $ 0    $ 399,990    $ 0    $ 0    $ 315,000    $ 28,200    $ 1,280,497
President of Triple-S Salud, Inc.
2012    $ 343,700    $ 45,833    $ 161,252    $ 0    $ 164,900    $ 315,000    $ 164,982    $ 1,195,667
2011    $ 277,700    $ 25,456    $ 69,987    $ 0    $ 121,000    $ 230,000    $ 31,055    $ 755,198
Arturo Carrión-Crespo⁽⁶⁾
2013    $ 318,443    $ 0    $ 209,987    $ 0    $ 175,340    $ 0    $ 47,540    $ 751,310
President of Triple-S Vida, Inc.
2012    $ 309,035    $ 0    $ 199,988    $ 0    $ 139,500    $ 0    $ 99,041    $ 747,564
2011    $ 297,400    $ 0    $ 199,987    $ 0    $ 144,500    $ 0    $ 50,403    $ 692,290
Eva G. Salgado-Micheo
2013    $ 378,842    $ 0    $ 224,998    $ 0    $ 0    $ 70,000    $ 28,200    $ 702,040
President of Triple-S Propiedad, Inc.
2012    $ 346,000    $ 0    $ 199,988    $ 0    $ 128,400    $ 130,000    $ 141,046    $ 945,434
2011    $ 339,500    $ 0    $ 199,987    $ 0    $ 0    $ 420,000    $ 53,295    $ 1,012,782
Susan Rawlings-Molina⁽⁷⁾
2013    $ 409,712    $ 600    $ 374,996    $ 0    $ 0    $ 0    $ 211,192    $ 996,500
President of Triple-S Advantage Solutions, Inc.
2012    $ 408,961    $ 600    $ 271,477    $ 0    $ 50,000    $ 0    $ 16,000    $ 696,038
2011    $ 94,231    $ 0    $ 8,260    $ 0    $ 26,840    $ 0    $ 3,750    $ 133,081

Name and Principal Position	Year	Salary⁽¹⁾		Bonus⁽²⁾		Stock Awards⁽³⁾		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation Earnings⁽⁴⁾			All Other Compensation⁽⁵⁾		Total

Roberto García-Rodríguez President & CEO, Triple-S Management Corporation	2016	$	744,385	$	600	$	1,874,972	$	0	$	215,769	$	0		$	37,728	$	2,873,454
	2015	$	585,093	$	0	$	649,972	$	0	$	487,256	$	0		$	15,658	$	1,737,979
	2014	$	493,987	$	209,983	$	449,983	$	0	$	0	$	0		$	11,976	$	1,165,929

Juan J. Román-Jimenez Executive Vice President & CFO, Triple-S Management Corporation	2016	$	471,154	$	600	$	749,981	$	0	$	102,747	$	45,000		$	12,800	$	1,382,282
	2015	$	0	$	0	$	0	$	0	$	0	$	0		$	0	$	0
	2014	$	0	$	0	$	0	$	0	$	0	$	0		$	0	$	0

Madeline Hernandez-Urquiza President of Triple-S Salud, Inc. and Triple-S Advantage, Inc.	2016	$	514,135	$	600	$	524,998	$	0	$	150,186	$	10,000		$	33,638	$	1,233,602
	2015	$	474,630	$	0	$	399,989	$	0	$	293,192		(6	)	$	50,668	$	1,218,479
	2014	$	247,901	$	115,226	$	124,981	$	0	$	0	$	20,000		$	20,662	$	528,770

Eva G. Salgado-Micheo President of Triple-S Propiedad, Inc.	2016	$	391,516	$	600	$	374,979	$	0	$	187,995	$	180,000		$	28,200	$	1,163,290
	2015	$	383,868	$	0	$	374,985	$	0	$	320,283	$	0		$	28,200	$	1,107,336
	2014	$	379,734	$	0	$	249,994	$	0	$	213,800	$	345,000		$	28,200	$	1,216,728

Arturo L. Carrión-Crespo President of Triple-S Vida, Inc.	2016	$	324,700	$	600	$	249,978	$	0	$	153,760	$	0		$	44,000	$	773,038
	2015	$	336,415	$	0	$	249,984	$	0	$	194,825	$	0		$	44,450	$	825,674
	2014	$	311,664	$	0	$	214,984	$	0	$	142,300	$	0		$	40,950	$	709,898

(1)	Amounts represent base salary. Some of the ~~named executive officers~~NEOs deferred a portion of their salary under the non-qualified deferred compensation plan. The deferred amounts have been included in the Non-Qualified Deferred Compensation Table below.

(2)

~~Represents (i) annual non-performance based bonus, which we pay to all our active employees who do not participate in the non-equity incentive plan, plus (ii) any~~Payments made for 2014 represents discretionary payments made under the non-equity incentive ~~compensation. For 2013, no discretionary payments under the non-equity incentive~~ compensation ~~were made.~~plan. See “Compensation ~~Discussion~~discussion and ~~Analysis—Compensation~~analysis—Components of ~~Named~~ Executive ~~Officers~~Compensation—Short-term annual cash incentive” for ~~2013—~~a detailed explanation. Payments made for 2016 represent the minimum amount required under Puerto Rico law. See “Compensation discussion and analysis—Components of executive compensation—“Annual ~~Cash Bonus” and “Compensation Discussion and Analysis—Compensation of Named Executive Officers for 2013—Annual Non-Equity Incentive Plan”~~non-performance cash bonus” for a detailed explanation.

(3)

The amounts shown reflect the grant date fair value of the stock awards determined in accordance with the provisions of ~~FASB~~the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. See footnote 2120 of the ~~Corporation’s~~Company’s audited consolidated financial statements.

(4)

The amounts represent the actuarial increase in the present value of the NEOs benefits under our pension plan and the Supplemental Benefit Plan, described below under ~~“Non-Contributory Defined Benefit Pension Plan”.~~“Non-contributory defined benefit pension plan.” The increase was calculated using the interest rate, discount rate and form of payment assumptions consistent with those used in our financial statements. The calculation assumes benefit commencement at normal retirement age (65), and was calculated without respect to pre-retirement death, termination or disability. Earnings on deferred compensation are not reflected in this column because we do not provide guaranteed returns on non-qualified deferred compensation.

(5)	Other annual compensation consists of the following:

Name
   Vehicles
Allowance    Sick Leave & Vacation
Paid(a)    Contributions to Defined
Contribution Plans    Payments under
Non-Compete
Agreement    Total
Ramón M. Ruiz-Comas
   $ 30,000       $ —         $ —         $ —         $ 30,000
Amílcar L. Jordán-Pérez
   —         —         —         —         0
Pablo Almodóvar-Scalley
   28,200       —         —         —         28,200
Arturo Carrión-Crespo
   28,200       —         19,340       —         47,540
Eva G. Salgado-Micheo
   28,200       —         —         —         28,200
Susan Rawlings-Molina
   11,250       49,235       707       150,000       211,192

~~(a)~~

Effective January 1, 2013, executive officers of the Company, including our NEOs, accrue twenty-five days during the year which can be used as vacation days, with the option to use up to fifteen days as sick leave. Unused accrued days will be forfeited at the end of the year. Amounts included represent cash paid during 2013.

	Vehicles Allowance		Sick Leave & Vacation Paid^(a)		Contributions to Defined Contributions Plan		Total
Roberto García-Rodríguez	$	30,000	$	0	$	7,728	$	37,728
Juan J. Román-Jimenez	$	0	$	0	$	12,800	$	12,800
Madeline Hernández-Urquiza	$	28,200	$	0	$	5,483	$	33,683
Eva G. Salgado-Micheo	$	28,200	$	0	$	0	$	28,200
Arturo L. Carrión-Crespo	$	28,200	$	0	$	15,800	$	44,000

(a) Effective January 1, 2017, executive officers of the Company, including our NEOs, accrue twenty-five days during the year that can be used as vacation days and sick leave. Unused accrued days may be carried forward to the next year to accumulate a total of twenty-five days.

(6)

~~The Compensation and Talent Development Committee and the Board, respectively, determined that Mr. Carrión-Crespo met his objectives~~Change in pension value for ~~2013 and will receive compensation under the non-equity incentive plan. Mr. Carrión-Crespo definitive compensation payment under the non-equity incentive plan for 2013 will be approved~~Ms. Hernández-Urquiza during ~~2014. Maximum possible payout to Mr. Carrión-Crespo is $175,340.~~2015 was -$5,000.

~~(7)~~

~~Mrs. Rawlings-Molina was president of Triple-S Advantage Solutions, Inc. until her resignation on September 30, 2013.~~

Table of Content

Grants of ~~Plan-Based Awards~~plan-based awards during ~~Fiscal Year 2013~~

fiscal year 2016

The following table sets forth summary information regarding the grants of plan-based awards held by each of our NEOs at December 31, ~~2013.~~

      Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)    Estimated Future Payouts Under
Equity Incentive Plan Awards(2)    All Other
Stock
Awards:
Number
of
Shares of
Stock (#)(3)    All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)    Exercise
Price of
Option
Awards    Grant
Date Fair
Value of
Stock and
Option
Awards(4)
Name
   Grant Date    Threshold    Target    Maximum    Threshold
(#)    Target
(#)    Maximum
(#)
Ramón M. Ruiz-Comas
   —    $ 294,000       $ 588,000       $ 882,000       —         —         —         —         —         —         —
   3/19/2013    —         —         —         53,274       83,241       124,862       27,747       —         —         $ 2,000,004
Amílcar L. Jordán-Pérez
   —    $ 112,500       $ 225,000       $ 337,500       —         —         —         —         —         —         —
   3/19/2013    —         —         —         6,393       9,989       14,984       3,300       —         —         $ 240,008
   8/15/2013    —         —         —         1,492       2,332       3,498       777       —         —         $ 59,973
Pablo Almodóvar-Scalley
   —    $ 192,500       $ 385,000       $ 577,500       —         —         —         —         —         —         —
   3/19/2013    —         —         —         10,655       16,648       24,972       5,549       —         —         $ 399,990
Arturo Carrión-Crespo
   —    $ 87,670       $ 175,340       $ 263,010       —         —         —         —         —         —         —
   3/19/2013    —         —         —         5,594       8,740       13,110       2,913       —         —         $ 209,987
Eva G. Salgado-Micheo
   —    $ 135,870       $ 271,740       $ 407,610       —         —         —         —         —         —         —
   3/19/2013    —         —         —         5,994       9,365       14,048       3,121       —         —         $ 224,998
Susan Rawlins-Molina
   —    $ 0       $ 0       $ 0       —         —         —         —         —         —         —
   3/19/2013    —         —         —         9,989       15,608       23,412       5,202       —         —         $ 374,996

2016.

			Estimated Future Payouts Under Non- Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of		All Other Option Awards: Number of Securities		Exercise Price of		Grant Date Fair Value of Stock and
Name	Grant Date		Threshold		Target		Maximum		Threshold (#)		Target (#)		Maximum (#)		Stock (#)⁽³⁾		Underlying Options (#)		Option Awards		Option Awards⁽⁴⁾
Roberto García-Rodríguez		—	$	262,500	$	525,000	$	787,500		—		—		—		—		—		—		—
Roberto García-Rodríguez	2/22/2016			—		—		—		34,708		54,232		81,348		18,077		—		—	$	1,874,972
Juan J. Román-Jiménez		—	$	125,000	$	250,000	$	375,000		—		—		—		—		—		—		—
Juan J. Román-Jiménez	5/10/2016			—		—		—		15,497		24,214		36,321		8,071		—		—	$	499,967
Madeline Hernández-Urquiza		—	$	183,750	$	367,500	$	551,250		—		—		—		—		—		—		—
Madeline Hernández-Urquiza	5/10/2016			—		—		—		10,848		16,950		25,425		5,650		—		—	$	524,998
Eva G. Salgado-Micheo		—	$	137,124	$	274,247	$	411,371		—		—		—		—		—		—		—
Eva G. Salgado-Micheo	5/10/2016			—		—		—		7,748		12,107		18,161		4,035		—		—	$	374,979
Arturo L. Carrión-Crespo		—	$	113,645	$	227,290	$	340,935		—		—		—		—		—		—		—
Arturo L. Carrión-Crespo	5/10/2016			—		—		—		5,165		8,071		12,107		2,690		—		—	$	249,978

(1)

The Compensation and Talent Development Committee established the performance measures for purposes of determining the amounts payable for the year ended December 31, ~~2013.~~2016. The amounts shown under the Threshold column assume the lowest performance level is achieved by the Company or business unit. The amount of the annual non-equity incentive bonus can be zero if the lowest level is not achieved. Awards under this plan, if any, are payable in the first quarter of the following year. Amounts approved with respect to ~~2013~~2016 results are reflected in the “Summary ~~Compensation Table—~~compensation table — Non-Equity Incentive Plan Compensation” column.

(2)	Performance awards vest at the end of a three-year period following their grant date, subject to the achievement of performance measures. The minimum threshold payout is determined at 64% when 80% of the target is met and the maximum payout is determined at 150% when 120% of the target is met.

(3)

Represents the number of restricted shares awarded on each grant date. Restricted stocks are considered issued and outstanding as of December 31, ~~2013;~~2016; however, they have a three year vesting period, and vest in equal installments on each anniversary date. ~~Restricted~~Owners of restricted share ~~owners~~ have the same right as any other shareholder to receive any dividend declared by the Company on its Class B shares.

(4)

The grant date fair value of these awards was determined in accordance with the provisions of FASB Accounting Standards Codification Topic 718. See footnote 2120 of the Company’s audited consolidated financial statements. There is no assurance that the value realized by NEOs, if any, will be at or near the amounts shown in this column.

(#)	Represents a non-monetary value.

Table of Content

Outstanding Class B ~~Equity Awards~~equity awards at ~~2013 Fiscal Year-End~~

2016 fiscal year-end

The following table sets forth summary information regarding the outstanding equity awards held by each of our NEOs at December 31, ~~2013.~~2016. Please note that ownership of vested shares of stock is set forth under “Security ~~Ownership~~ownership of ~~Certain Beneficial Owners~~certain beneficial owners and ~~Management”~~management” in this proxy statement.

      Option Awards    Stock Awards
Name
   Number of
Securities
Underlying
Unexercised
Options (#)
Excercisable    Number of
Securities
Underlying
Unexercised
Options (#)
Unexcercisable    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)    Option
Exercise
Price    Option
Expiration
Date    Number of
Shares of
Stock That
Have Not
Vested (#)    Market
Value of
Shares of
Stock That
Have Not
Vested(1)    Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares That
Have Not
Vested (#)    Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares That
Have Not
Vested(1)
Ramón M. Ruiz-Comas
   99,950       —         —         $ 14.50       12/7/2014       —         —         —         —
   (2 ) —         —         —         —         —         4,412       $ 85,769       —         —
   (3 ) —         —         —         —         —         11,266       $ 219,011       50,697       $ 985,550
   (4 ) —         —         —         —         —         27,747       $ 539,402       83,241       $ 1,618,205
Amílcar L. Jordán-Pérez
   (3 ) —         —         —         —         —         993       $ 19,304       4,466       $ 86,819
   (4 ) —         —         —         —         —         4,107       $ 79,840       12,321       $ 239,520
Pablo Almodóvar-Scalley
   11,724       —         —         $ 14.50       12/7/2014       —         —         —         —
   (2 ) —         —         —         —         —         280       $ 5,443       —         —
   (3 ) —         —         —         —         —         1,344       $ 26,127       6,050       $ 117,612
   (4 ) —         —         —         —         —         5,549       $ 107,873       16,648       $ 323,637
Arturo Carrión-Crespo
   29,052       —         —         $ 14.50       12/7/2014       —         —         —         —
   (2 ) —         —         —         —         —         802       $ 15,591       —         —
   (3 ) —         —         —         —         —         1,408       $ 27,372       6,337       $ 123,191
   (4 ) —         —         —         —         —         2,913       $ 56,629       8,740       $ 169,906
Eva G. Salgado-Micheo
   36,552       —         —         $ 14.50       12/7/2014       —         —         —         —
   (2 ) —         —         —         —         —         802       $ 15,591       —         —
   (3 ) —         —         —         —         —         1,408       $ 27,372       6,337       $ 123,191
   (4 ) —         —         —         —         —         3,121       $ 60,672       9,365       $ 182,056
Susan Rawlings-Molina
   —         —         —         —         —         —         —         —         —

			Option Awards										Stock Awards
Name			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ⁽¹⁾
Roberto García-Rodríguez	(2	)		—		—		—		—		—		2,278	$	47,155		20,504	$	424,433
	(3	)		—		—		—		—		—		5,762	$	119,273		25,930	$	536,751
	(4	)		—		—		—		—		—		18,077	$	374,194		54,232	$	1,122,602
Juan J. Román-Jimenez	(5	)		—		—		—		—		—		8,071	$	167,070		24,241	$	501,230
Madeline Hernández-Urquiza	(2	)		—		—		—		—		—		632	$	13,082		5,695	$	117,887
	(3	)		—		—		—		—		—		3,546	$	73,402		15,957	$	330,310
	(5	)		—		—		—		—		—		5,650	$	116,955		16,950	$	350,865
Eva G. Salgado-Micheo	(2	)		—		—		—		—		—		1,265	$	26,186		11,391	$	235,794
	(3	)		—		—		—		—		—		3,324	$	68,807		14,960	$	309,672
	(5	)		—		—		—		—		—		4,035	$	83,525		12,107	$	250,615
Arturo L. Carrión-Crespo	(2	)		—		—		—		—		—		1,089	$	22,542		9,796	$	202,777
	(3	)		—		—		—		—		—		2,216	$	45,871		9,973	$	206,441
	(5	)		—		—		—		—		—		2,690	$	55,683		8,071	$	167,070

(1)	The market value of restricted stock and performance awards that have not vested was calculated by multiplying the closing price of our Class B shares on December 31, ~~2013~~2016 ($~~19.44),~~20.70) by the applicable number of shares.

(2)	~~Unvested restricted stock grants vest~~Stock awards granted on May ~~6, 2014. Unvested performance~~8, 2014 vest yearly in three equal installments. Performance awards ~~vest~~vested at the end of a three-year period on December 31, ~~2014,~~2016, subject to achievement of performance measures.

(3)	Stock awards granted on March 3, 2015 vest yearly in three equal installments. Performance awards will vest at the end of a three-year period on December 31, 2017, subject to the achievement of performance measures.

~~(3)~~(4)

~~Unvested restricted stock grants~~Stock awards granted on February 22, 2016 vest yearly in three equal ~~installments on March 6, 2014 and March 6, 2015. Unvested performance~~installments. Performance awards will vest at the end of a three-year period on December 31, ~~2015,~~2018, subject to the achievement of performance measures.

~~(4)~~(5)

~~Unvested restricted stock grants~~Stock awards granted on May 10, 2016 vest yearly in three equal ~~installments on March 19, 2014, March 19, 2015 and March 19, 2016. Unvested performance~~installments. Performance awards will vest at the end of a three-year period on December 31, ~~2016,~~2018, subject to the achievement of performance measures.

(#)	Represents a non-monetary value.

Options ~~Exercised~~exercised and ~~Stock Vested~~stock vested in ~~Fiscal Year 2013~~

fiscal year 2016

The following table summarizes the options exercised and stock awards vested for each of our NEOs for the year ended December 31, ~~2013.~~

   Option Awards    Stock Awards
Name
   Number of
Shares Acquired
on Exercise (#)    Value Realized on
Exercise ($)    Number of
Shares Acquired
on Vesting (#)(1)    Value Realized on
Vesting ($)(2)
Ramón M. Ruiz-Comas
   —         —         10,044       $ 191,267
Amílcar L. Jordán-Pérez
   —         —         496       $ 9,151
Pablo Almodóvar-Scalley
   —         —      953       $ 17,963
Arturo Carrión-Crespo
   —         —      1,506       $ 28,869
Eva G. Salgado-Micheo
   —         —         1,506       $ 28,869
Susan Rawlings-Molina
   —         —         975       $ 17,988

2016.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting
Roberto García-Rodríguez		4,440	$	54,568		9,698	$	232,197
Juan J. Román-Jimenez		—		—		—		—
Madeline Hernández-Urquiza		—		—		5,433	$	131,788
Eva G. Salgado Micheo		—		—		9,738	$	233,688
Arturo L. Carrión Crespo		—		—		8,551	$	204,737

(#) Represent a non-monetary value.

The Compensation and Talent Development Committee has discontinued the grant of stock options because the Company believes that performance shares better reflect our compensation philosophy. The Company granted stock options to certain executive officers, including some NEOs, in connection with the initial public offering of our Class B shares in 2007. Additionally, the Company granted stock options to Mr. García-Rodríguez and other two employees in 2009 and 2010, respectively, as part of their respective compensation packages. Currently, all stock options that were granted have been exercised.

Table of Content

Pension ~~Benefits~~

benefits

We sponsor a non-contributory retirement program for certain employees of our Company. The ~~NEO compensation covered by the~~ pension plan iscovers the NEOs annual salary set forth in the Summary Compensation Table. Our supplemental retirement program covers benefits in excess of the United States Internal Revenue Code (“IRC”) limits that apply to the non-contributory retirement program, which is a tax-qualified program under IRC rules. The following is a summary of the provisions of our defined benefit pension plans.

~~Non-Contributory Defined-Benefit Pension Plan~~

Non-contributory defined-benefit pension plan. Employees age 21 or older with one year of service with a BCBSA organization who were hired by the Company or its subsidiaries on or before December 19, 2006 in the case of union employees (on or before September 30, 2007, in the case of non-union employees) ~~are~~were eligible to participate in our non-contributory defined-benefit pension plan. Union employees hired after December 19, 2006 ~~are ineligible~~were not eligible to participate. Non-union employees hired after September 30, 2007 ~~are ineligible~~were not eligible to participate.

Effective January 1, 2017, the Company froze the accumulation of benefits under the non-contributory defined-benefit pension plan.

The average earning calculated is based on the highest average annual rate of pay from any five consecutive calendar year periods out of the last ten years. Each year’s earnings are limited by IRC Section 401(a)(17) and 415. For ~~2013,~~2016, the pension earnings are limited to ~~$255,000.~~

$265,000.

Since July 2012, the accrued benefit for single life benefit was calculated using the following formula: 1% of final average earnings multiplied by plan service (defined as full and partial years of employment with the Company or any of its subsidiaries) up to 30 years, minus any benefit accrued under a prior BCBSA plan. ~~Previously, this benefit was calculated on a 2% basis of the final average earnings.~~

Normal retirement

. To be eligible for normal retirement benefits, termination of employment must occur after both (i) the attainment of age 65 and (ii) after five years of participation in the plan. The accrued benefit is payable at the normal retirement date.

Early retirement

. To be eligible for early retirement benefits, termination of employment must occur after both (i) the attainment of age 55 and (ii) five years of participation in the plan. The benefit will be the accrued benefit at normal retirement date minus a reduction factor for each year prior to age 62. There is no reduction if retirement occurs on or after age 62.

The plan also has a special early retirement provision. To be eligible, the termination of employment must occur after attaining 30 years of benefit service and election of immediate benefit commencement.

Forms of payment

. The standard form of payment for a single participant is a straight life annuity; for a married participant, a reduced qualified joint and survivor annuity begins at the benefit commencement date, with 50% of the benefit continuing to the surviving spouse upon the earlier death of the participant. In lieu of the standard form of payment, a participant may elect, with the proper spousal consent, one of the optional forms of annuity payment or, alternatively, a single lump sum payment.

Supplemental ~~Retirement Plan~~

retirement plan. Employees with non-contributory retirement program benefits limited by the IRC maximum compensation and benefit limits are eligible to participate in a supplemental retirement plan. The accrued benefit is calculated by the same formula used in the ~~Defined Benefit Plan~~defined-benefit plan using the amount of salary in excess of the IRC limit.

Normal retirement, early retirement, and special early retirement provisions are the same as provided for the non-contributory defined-benefit plan, described above.

Forms of payment

. The standard form of payment for a single participant is a straight life annuity; for a married participant, a reduced qualified joint and survivor annuity begins at the benefit commencement date, with 50% of the benefit continuing to the surviving spouse upon the earlier death of the participant. The lump sum payment is not available in the Supplemental Retirement Plan.

The following table presents pension plan information as of December 31, ~~2013~~2016 for the NEOs under our non-contributory retirement and supplemental retirement plans.

Name

Plan Name
   Number of
Years of
Credited
Service(1)    Present Value of
Accumulated
Benefit(2)    Payments During
Last Fiscal Year
Ramón M. Ruiz-Comas(3)
   Non-Contributory Retirement    23.56       $ 1,020,000       —
   Supplemental Retirement       $ 2,050,000       —
Amílcar L. Jordán-Pérez
   Non-Contributory Retirement    —         —      —
   Supplemental Retirement       —      —
Pablo Almodóvar-Scalley
   Non-Contributory Retirement    23.63       $ 840,000    —
   Supplemental Retirement       $ 475,000    —
Arturo Carrión-Crespo
   Non-Contributory Retirement    —         —      —
   Supplemental Retirement       —      —
Eva G. Salgado-Micheo(3)
   Non-Contributory Retirement    17.90       $ 725,000       —
   Supplemental Retirement       $ 410,000       —
Susan Rawlings-Molina
   Non-Contributory Retirement    —         —      —
   Supplemental Retirement       —      —

Table of Content

Name	Plan Name	Number of Years of Credited Service⁽¹⁾		Present Value of Accumulated Benefit⁽²⁾		Payments During Last Fiscal Year
Roberto García-Rodríguez	Non-Contributory Retirement		—		—		—
	Supplemental Retirement		—		—		—
Juan J. Román-Jimenez	Non-Contributory Retirement		15.55	$	510,000	$	0
	Supplemental Retirement		15.55	$	380,000	$	0
Madeline Hernandez-Urquiza	Non-Contributory Retirement		10.19	$	85,000	$	0
	Supplemental Retirement		10.19		—		—
Eva G. Salgado Micheo⁽³⁾	Non-Contributory Retirement		20.9	$	1,020,000	$	0
	Supplemental Retirement		20.9	$	535,000	$	0
Arturo L. Carrión Crespo	Non-Contributory Retirement		—		—		—
	Supplemental Retirement		—		—		—

(1)

The actual number of ~~actual~~ years of credited service with the Company of ~~each NEO~~Mrs. Salgado-Micheo is the same as the years of ~~his or~~ her credited service under both plans. Mr. Román-Jimenez rejoined the Company in 2016 and the number of years of his credited service under the non-contributory define-benefit and supplemental pension plans is fixed to the years of actual service prior to 2016. Ms. Hernández-Urquiza’s rejoined the Company in 2010 and the number of years of her credited service under the non-contributory defined-benefit pension plan is fixed to the years of actual service prior to 2010.

(2)

For additional information on the material assumptions applied in determining the present value of accumulated benefits, see note 1715 (“Pension Plans”) to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013.~~2016.

(3)

Participant is eligible for early retirement under both plans. Mrs. Salgado-Micheo retired from the Company effective February 28, 2017 and elected to postpone benefit commencement until eligible for normal retirement benefits. Additional details on early retirement payments and benefit formula and eligibility standards can be found in the sections titled “Non-Contributory Defined Benefit Pension Plan” and “Supplemental Retirement Plan” above.

401(k) ~~Defined Contribution Savings Plans~~

defined contribution savings plans.

The Company maintains four tax-qualified 401(k) savings plans for employees not eligible for our non-contributory retirement plan or the supplemental retirement plan. For all its business units except two, the Company matches fifty percent of participant’s contribution of up to six percent of the participant’s pre-tax compensation. Company match for the other two business units is as follows: (i) twenty-five cents of each dollar contributed by the participant up to 4% of the participant’s pre-tax compensation and (ii) one-hundred cents of each dollar contributed by the participant up to the first 1% of the participant’s compensation and fifty cents of each dollar contributed by the participant up to 3% of the participant’s compensation. For participant union employees, Company match is ~~twenty~~fifty cents of each dollar up to the first 6% of the participant’s pre-tax compensation. ~~The only NEO that participates~~During 2016, Messrs. García-Rodríguez, Román-Jimenez and Carrión-Crespo and Mrs. Hernández-Urquiza participated in the defined contribution savings ~~plan is Mr. Carrión-Crespo, for which the Company has contributed the amount of $8,715 in 2013.~~

plan.

Non-qualified deferred compensation table

~~Non-Qualified Deferred Compensation Table~~

The following table presents compensation for the NEOs that has been deferred under a plan that is not tax-qualified:

Name
   Balance    Executive
Contribution Last
Fiscal Year(1)    Registrant
Contribution
in Last Fiscal
Year    Aggregate
Earnings in
Last Fiscal
Year    Aggregate
Withdrawals/
Distributions    Aggregate
Balance at Last
Fiscal Year
Ramón M. Ruiz-Comas
   $ 137,412       $ 14,400       —         $ 5,850       —         $ 157,662
Amílcar Jordán-Pérez
   —         —         —         —         —         —
Pablo Almodóvar-Scalley
   $ 378,877       $ 81,426       —         $ 16,800       —         $ 477,103
Arturo Carrión-Crespo
   —         —         —         —         —         —
Eva G. Salgado
   $ 405,755       $ 25,419       —         $ 16,907       —         $ 448,081
Susan Rawlings-Molina
   —         —         —         —         —         —

Name	Balance		Executive Contribution Last Fiscal Year⁽¹⁾		Registrant Contribution in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year
Roberto García-Rodríguez		—		—		—		—		—		—
Juan J. Román-Jimenez		—		—		—		—		—		—
Madeline Hernández Urquiza		—		—		—		—		—		—
Eva G. Salgado-Micheo	$	33,523	$	25,960		—	$	1,673		—	$	61,156
Arturo L. Carrión-Crespo		—				—		—		—		—

(1)	Amounts reported in this column for ~~2013~~2016 are reported as salary in the Summary Compensation Table.

Table of Content

Under our current non-qualified deferred compensation plan, commencing on 2017 participants may elect to defer up to ~~20%~~100% of their gross annual cash compensation. The deferred compensation and accumulated interest will be paid on the occurrence of the following events: termination of employment, retirement, six months of continued disability, death, or an elected fixed date occurring after the 5^th but not later than the 25^th anniversary of deferral.

Deferred compensation accumulates interest at an annual rate equivalent to the actual annual yield of the fixed income portion of the Company’s investment portfolio for the corresponding year. ~~Except as described below, no amounts are payable to NEOs upon termination~~

Description of employment ~~other than amounts payable in accordance~~agreements

We have no employment agreements with ~~law or policies~~any of ~~the Company applicable to all employees, or as a result of a change in control of the Company.~~

~~Description of Employment Agreements~~

~~Ramón M. Ruiz-Comas~~

our NEOs, except for Mr. Garcia-Rodriguez, our chief executive officer.

On ~~March 4, 2010~~December 31, 2015, we entered into an employment agreement with Mr. ~~Ruiz-Comas~~García-Rodríguez, our chief executive officer, effective January 1, 2016, which has a ~~two-year~~three-year term. On November 5, 2012, the Company and Mr. Ruiz-Comas, entered into a first amendment to his employment agreement, extending the term of the agreement until December 2015, unless terminated as set forth therein. The agreement provides for a base salary of ~~$740,000. On March 5, 2013,~~$750,000, which may be increased from time to time pursuant to the terms of the contract and our ~~board approved an increased to~~compensation policies. Under the agreement, Mr. ~~Ruiz-Comas base salary to $840,000 in accordance with existing policies. In addition, Mr. Ruiz-Comas~~García-Rodríguez is eligible to receive an annual short-term cash ~~bonus,~~incentive, contingent upon the achievement of annual performance objectives established in accordance with our policies. ~~See the discussion~~Payments and benefits under the ~~caption “Compensation Discussion and Analysis—Annual Cash Bonus” for more information on~~employment agreement with our chief executive officer is subject to the ~~bonuses paid for 2013.~~

Company’s recoupment policy.

The ~~agreement~~agreements of Mr. García-Rodríguez also provides ~~that Mr. Ruiz-Comas has a right to, among other things:~~

for certain benefits and perquisites, including an automobile ~~allowance;~~

allowance, the annual membership fees for a private club, ~~two business related clubs and two professional associations;~~

the payment of premiums in connection with ~~long term~~long-term disability insurance and life insurance coverage, ~~(with a maximum coverage of $100,000) for Mr. Ruiz-Comas;~~

the payment of premiums in connection with health and medical benefits, ~~for Mr. Ruiz-Comas and~~including his dependents under our group health insurance ~~plan;~~plan, and

the right to participate in all employee benefit plans and programs, including long-term incentive compensation programs, generally available to senior executives.

~~Mr. Ruiz-Comas is subject to a covenant not to solicit our team members for 12 months following his resignation or termination or~~

Under the ~~expiration~~terms of the ~~agreement.~~contract with Mr. ~~Ruiz-Comas is also subject~~García-Rodríguez, we would be required to ~~a covenant not to compete with us for 12 months following his resignation, termination or the expiration of the agreement.~~

Inmake payments in the event that we terminate Mr. Ruiz-Comas’ employment without “cause” (other than for death or disability), provided Mr. Ruiz-Comas does not compete with us or solicit our team members during the 12-month period following termination, or disclose any confidential information, he will become entitled to the following severance benefits under his agreement:

~~an amount equal to the greater~~ of ~~the base salary payable (1) until~~ the expiration of the agreement, ~~or (2) for one year, payable in equal monthly installments or in a lump sum, at our option;~~

an amount equal to the base salary payable in 12 substantially equal monthly installments as consideration for Mr. Ruiz-Comas’ obligation not to compete with us (the “Non-Compete Compensation”);

the continuation of Mr. Ruiz-Comas’ long term disability insurance, life insurance and health and medical benefits for Mr. Ruiz-Comas and his dependents until the later of one year or the expiration of the agreement;

~~the payment of any amounts due under our deferred compensation plan and/or related to Mr. Ruiz-Comas’ vested rights under our pension plan; and~~

~~the accelerated vesting of equity grants, provided that Mr. Ruiz-Comas releases the Company from liability with the execution of a general release and non-disparagement agreement.~~

In the event that Mr. Ruiz-Comas’ employment terminates for “cause,” or as a result of his death or resignation, he will receive the base salary earned until the date of death or resignation, the liquidation of any applicable fringe benefits and the payment of amounts due under our deferred compensation plan and any vested rights under our pension plan. In the case of termination ~~for “cause” or resignation, Mr. Ruiz-Comas will also be entitled to the Non-Compete Compensation.~~

In the event that Mr. Ruiz-Comas’ employment terminates as a result of the expiration of the employment term (other than through his request and regardless of whether there is any period of at-will employment following the employment term), provided Mr. Ruiz-Comas does not compete with us or solicit our team members during the 12-month period following termination, or disclose any confidential information, he will receive an amount equal to the base salary payable in 12 substantially equal monthly installments and the continuation of Mr. Ruiz-Comas’ long term disability insurance, life insurance and health benefits for Mr. Ruiz-Comas and his dependents for a 12-month period following termination.

~~Mr. Ruiz-Comas’ payments and benefits under the employment agreement are subject to the Company’s recoupment policy.~~

~~For purposes~~ of the agreement ~~“cause” means any of the following:~~

~~material breach by Mr. Ruiz-Comas of the agreement, his duties~~with or ~~any lawful written policies, rules, regulations, guidelines~~without cause, or ~~codes of the Company;~~

~~conviction of, or plea of guilty, or no contest to a felony or a misdemeanor involving fraud, dishonest or disreputable conduct or moral turpitude;~~

~~insubordination;~~

~~improper or disorderly conduct;~~

~~the existence of a conflict of interest not previously disclosed to the Board; or~~

~~a substantial reduction of the operations of the Company and its subsidiaries.~~

~~Mr. Ruiz-Comas’ employment agreement also includes a~~ change in control, ~~provision. A~~as further described below.

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	Termination for cause			In the event the agreement with our chief executive officer terminates for “cause,” or as a result of his death or resignation, he will receive the base salary earned until the date of death or resignation, the liquidation of any applicable fringe benefits and the payment of amounts due under our deferred compensation plan and any vested rights under our incentive plan and pension plan. For “cause” means: · a material breach by the chief executive officer of his obligations and duties as specified in the contract; · a conviction or allegation of nolo contendere of any felony or the conviction or allegation of nolo contendere of a misdemeanor involving fraud, dishonest or disreputable conduct or moral torpitud; · insubordination; · material non-compliance of the contract or the rules, regulations, guidelines, policies or code of ethics of the Company · improper or disorderly conduct; or · the existence of a conflict of interest not previously disclosed to the Board.
	Termination without cause			In the event of termination of the agreement without “cause” (other than for death or disability), we would provide the following severance benefits: · the payment of the base salary up to the normal expiration of the contract, or the base salary of one year, whichever is greater. · the continuation of long term disability insurance, life insurance and health and medical benefits for the chief executive officer and his dependents until the later of one year or the remainder of the term of the contract; · the payment of any amounts due under our deferred compensation plan and/or related to vested rights under our pension plan; and · the accelerated vesting of equity grants, provided that the chief executive officer releases the Company from liability with the execution of a general release.
	Expiration of employment term			In the event the employment contract terminates as a result of the expiration of the employment term (other than through the chief executive officer’s request and regardless of whether there is any period of at-will employment following the employment term), we would provide the following severance: ·an amount equal to one year’s base salary payable in monthly installments; and ·the continuation of long-term disability insurance, life insurance and health benefits for the chief executive officer and his dependents for a 12-month period following termination.
	Termination upon change in control			If upon the event of a change in control, the Company terminates the chief executive officer without cause or he resigns for good reason (“double trigger”), the chief executive officer is entitled to receive the following payment: · an amount equal to twice (1) the highest base salary received by the chief executive officer in any of the three years prior to the date of the change in control and (2) the average annual cash bonus received by the chief executive officer during the prior three years; and · the continuation of long-term disability insurance, life insurance and health and medical benefits for the chief executive officer and his dependents for 24 months or until the chief executive officer obtains employment with comparable benefits.

“Change in control” is defined as:

the acquisition by any party of ownership of 25% or more of the total votes required for the election of our directors, or of such amount which, based on the cumulative vote, if this were allowed by the articles of incorporation and bylaws, would permit such party to elect 25% or more of our directors;

·	as a result of a tender offer or exchange offer of the Company’s stock, a consolidation, merger or other business combination, sale of assets or any combination thereof, the persons who were our directors prior to such transaction fail to constitute a majority of the Board;

·	a change of at least 30% of our directors as a result of a “proxy fight,” as such term is defined in Regulation 14A of the Exchange Act; or

·	a sale or transfer of substantially all of the assets of the Company to a non-affiliated corporation.

Table of ownership of 25% or more of the total votes required for the election of our directors, or of such amount which, based on the cumulative vote, if this were allowed by the articles of incorporation and bylaws, would permit such party to elect 25% or more of our directors;Content

a consolidation, merger or other business combination, sale of assets or any combination thereof as a result of which the persons who were our directors prior to such transaction fail to constitute a majority of the Board;

~~a change of at least 30% of our directors as a result of a “proxy fight,” as such term is defined in Regulation 14A of the Securities Exchange Act of 1934, as amended; or~~

~~a sale or transfer of substantially all our assets to another non-affiliated corporation.~~

If, following a change in control, we terminate Mr. Ruiz-Comas without cause or Mr. Ruiz-Comas resigns for “good reason,” Mr. Ruiz-Comas would be entitled to receive the following special termination benefits:

an amount equal to (1) twice the highest base salary received by Mr. Ruiz-Comas in any of the three fiscal years prior to the change in control plus (2) the average annual cash bonus received by Mr. Ruiz-Comas during the prior three fiscal years; and

the continuation of Mr. Ruiz-Comas’ long term disability insurance, life insurance and health and medical benefits for Mr. Ruiz-Comas and his dependents for 24 months or until Mr. Ruiz-Comas obtains employment with comparable benefits.

For purposes of the agreement, “good reason” means:

·	a change in the nature or scope of the chief executive officer’s duties or functions from those performed on the date immediately preceding the change in control;

·	a reduction in base salary from that received on the date immediately preceding the change in control;

·	a reduction in the ability to participate in the compensation plans, such as bonus, stock options, incentives or other compensation plans, in which the chief executive officer participated on the date immediately preceding the change in control;

·	a change in the location of the chief executive officer’s principal place of employment of more than twenty-five miles from the place maintained as work office on the date immediately preceding the change in control; or

the reasonable determination by the Board to the effect that, as a result of the change in control and a change in the circumstances thereafter affecting the employment position, the chief executive officer is unable to exercise the authority, powers, functions or duties assigned to his position on the date immediately preceding the change in control.

Potential payments upon termination or change in ~~the nature or scope of~~ control

Mr. ~~Ruiz-Comas’ duties or functions from those performed on the date immediately preceding the change in control;~~

~~a reduction in Mr. Ruiz-Comas’ base salary from that received on the date immediately preceding the change in control;~~

a reduction in Mr. Ruiz-Comas’ ability to participate in the compensation plans, such as bonus, stock options, incentives or other compensation plans, in which he participated on the date immediately preceding the change in control;

a change in the location of Mr. Ruiz-Comas’ principal place of employment of more than twenty-five miles from the place where he maintained his work office on the date immediately preceding the change in control; or

the reasonable determination by the Board to the effect that, as a result of the change in control and a change in the circumstances thereafter affecting the employment position of Mr. Ruiz-Comas, he is unable to exercise the authority, powers, functions or duties assigned to his position on the date immediately preceding the change in control.

~~Potential Payments upon Termination or Change in Control~~

~~Mr. Ruiz-Comas~~García-Rodríguez is entitled to certain benefits upon a change in control or upon a termination of employment. These benefits are payable in accordance with his employment agreement. We describe this agreement, including the material conditions or obligations applicable to the receipt of these benefits, under the caption “Description of ~~Employment Agreements”~~employment agreements” above. The table below sets forth the value of the benefits (other than payments that were

generally available to salaried team members) that would have been due to Mr. ~~Ruiz-Comas if he had terminated employment on December 31, 2013.~~

   Expiration of
Employment
Agreement(1)    Termination Without
Cause(2)    Termination With
Cause or Upon
Resignation or
Death    Change of Control –
Resignation for
Cause or
Termination Without
Cause(3)
Ramón M. Ruiz-Comas*

Base Salary
   $ 840,000    $ 840,000    $ 0       $ 1,680,000
Annual Short Term Bonus
   0    0    0       $ 0
Fringe Benefits
   10,595    Up to 10,595       0       $ Up to 21,190
Non-Compete(4)
   840,000    840,000    840,000       840,000








Total
   $ 1,690,595    $ 1,690,595    $ 840,000       $ 2,541,190

García-Rodríguez upon termination of his contract.

Expiration of

Employment

Agreement⁽¹⁾

Termination Without

Cause⁽²⁾

Termination With Cause or Upon Resignation or Death

Change of Control – Resignation for Cause or Termination Without

Cause⁽³⁾

Roberto García-Rodríguez*

Base salary

Up to

$750,000

Up to

$1,375,000

―

$1,500,000

Annual short-term bonus

―

$1,575,000

Fringe benefits

Up to

$55,459

Up to

$101,675

―

Up to

$110,918

Total

$805,459

$1,476,675

―

$3,185,918

*	Based on base compensation ~~payable~~currently paid to Mr. ~~Ruiz-Comas for services rendered during 2013.~~García-Rodríguez under his contract as chief executive officer.

(1)	Base Salary and Fringe Benefits are payable in 12 equal monthly installments, provided the chief executive officer did not end negotiations or notify his desire not to renew.

(2)	Base Salary and Fringe Benefits payable are equal to the greater of the amount due at the expiration of the agreement or one year. For purposes of this table, we are estimating potential payment for a 22-month period, commencing on March 1, 2016 until December 31, 2018.

(3)

Base Salary and Annual Short Term Bonus payable is equal to twice the highest Base Salary paid in any of the prior three fiscal years ~~plus~~and twice the average Annual Short Term Bonus for the prior three fiscal years. For purposes of this table we calculated the annual short-term bonus with the maximum payout allowed under the Non-equity Incentive Plan. The obligations to pay Fringe Benefits expires on the earlier of 24 months after the termination of employment or the date employment with comparable benefits is obtained.

~~(4)~~

~~The non-compete compensation is equal to the Base Salary payable in 12 equal monthly installments. This amount is not payable in the event of termination due to death.~~

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Director compensation

The Board evaluates and approves the compensation of non-management directors taking into account the recommendation of the Compensation

and Talent Development Committee. Under our current directors’ compensation structure, each non-management director receives an annual cash retainer, paid in monthly installments, and equity compensation in the form of restricted shares, as detailed in the following table:

Compensation components for non-management directors	Amount
Annual cash retainer	$	80,000
Annual equity retainer	$	80,000

Additional annual cash retainer
Chair of the Board	$	150,000
Vice Chair/ Lead Independent Director	$	10,000
Audit Committee Chair	$	18,000
Compensation and Talent Development Committee Chair	$	13,000
Corporate Governance and Nominating Committee Chair	$	10,000
Investment and Financing Committee Chair	$	10,000

Directors who are also our employees do not receive any compensation for service rendered as members of the Board or any committee of the Board, or of any subsidiary board or subsidiary board committee.

Non-management directors compensation for fiscal year 2016

The following ~~tables summarize~~table summarizes the fees or other compensation that our non-employee directors earned for services rendered as members of the Board or any committee of the Board during fiscal year ~~2013,~~2016, pursuant to our current compensation structure.

~~Non-Management Director Compensation for Fiscal Year 2013~~

Name
   Fees Earned or Paid
in Cash(1)    Stock Awards(2)    Total
Adamina Soto-Martínez
   $ 73,212    $ 50,000    $ 123,212
Antonio F. Faría-Soto
   56,699    50,000    106,699
Cari M. Dominguez
   59,799    50,000    109,799
Carmen A. Culpeper-Ramírez*
   18,267    0    18,267
David H. Chafey, Jr.
   37,046       50,000       87,046
Francisco J. Toñarely-Barreto
   60,531    50,000    110,531
Jesús R. Sánchez-Colón
   51,274    50,000    101,274
Jorge L. Fuentes-Benejam
   64,423    50,000    114,423
Joseph A. Frick
   40,710       50,000       90,710
Juan E. Rodríguez-Díaz*
   21,067    0    21,067
Luis A. Clavell-Rodríguez
   214,295    50,000    264,295
Manuel Figueroa-Collazo
   68,908    50,000    118,908

*	~~Ended his tenure as director on April 26, 2013.~~

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
Adamina Soto-Martínez⁽³⁾	$	20,000	$	0	$	20,000
Antonio F. Faría-Soto	$	98,000	$	80,000	$	178,000
Cari M. Dominguez	$	81,186	$	80,000	$	161,186
David H. Chafey, Jr.	$	90,449	$	80,000	$	170,449
Jorge L. Fuentes-Benejam	$	91,052	$	80,000	$	171,052
Joseph A. Frick	$	82,122	$	80,000	$	162,122
Luis A. Clavell-Rodríguez	$	230,000	$	80,000	$	310,000
Manuel Figueroa-Collazo	$	94,640	$	80,000	$	174,640
Roberto Santa María-Ros⁽⁴⁾	$	81,000	$	120,000	$	201,000

(1)

The Board holds an annual off-site meeting to discuss our strategic direction and comply with continuing education requirements, among other purposes. Some of the activities at this meeting could be considered non-work related; however, due to the difficulty in allocating the specific cost to each member and since total cost is estimated at less than $3,500 per person, such amount was not included in the above table.

(2)	In accordance ~~to Reg S-K~~with Section 229.402(k)(2)(iii), of Regulation S-K, this item considers the aggregate grant date fair value computed in accordance with ~~FAS~~FASB ASC Topic 718 for the grant given on ~~5/28/2013 (2,543~~May 27, 2016 (3,376 shares at ~~$19.66)~~$23.69).

Under our current directors’ compensation structure, each Board member receives a monthly retainer of $4,167. The chair of the Board receives an additional monthly retainer of $16,667. The chair of the Audit Committee receives an additional monthly retainer of $1,250, and the chairpersons of the Compensation and Corporate

~~Governance and Nominating Committees receive an additional monthly retainer of $800~~

(3)	Ms. Soto-Martinez passed away on March 28, 2016.

(4)	On May 26, 2016, Mr. Santa Maria-Ros received an additional grant of 1,719 shares at $23.26 corresponding to the period on which he served as a director from his appointment on December 1, 2015 through the 2016 annual meeting.

Stock ownership guidelines for ~~each committee. The following is the amount received by each director for each Board or committee meeting attended:~~

Meetings
   Director
Audit Committee
   $ 500
Compensation and Talent Development Committee and Corporate Governance and Nominating Committee
   $ 450
All other committees and sub-committees
   $ 300

~~Stock Ownership Guidelines for Non-Management Directors~~

non-management directors

Our stock ownership guidelines for non-management directors require that non-management directors own Company stock in an amount equal to three times their annual retainer, excluding additional retainers related to committee or chair service.

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AUDIT COMMITTEE MATTERS

~~AUDIT COMMITTEE MATTERS~~

Report of the Audit Committee

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, ~~2013.~~2016. The information in this report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or Exchange Act, or otherwise considered “filed” with the ~~Securities and Exchange Commission,~~SEC, except to the extent that the Company specifically incorporates this report or a portion of it by reference.

The Audit Committee reports to and acts on behalf of the Board. The committee operates under a written charter adopted by the Board. The committee reviews the charter ~~annually.~~annually and a copy is available at http://investors.triplesmanagement.com/govdocs. The Board has determined that each member of the committee is independent. In making this determination, the Board follows the audit committee independence standards set forth in the NYSE’s director independence rules. The members of the committee are not our employees or employees of any of our subsidiaries.

The Audit Committee assists the Board in its oversight of our financial reporting process, internal ~~controls~~control over financial reporting, as well as our internal and external audit processes, and the independent registered public accounting firm’s qualifications and performance of the internal audit function. The committee is also is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm and the establishment of procedures for handling complaints. The committee appoints or terminates the engagement of the independent registered public accounting firm and reviews the proposed audit scope and approach, including coordination of the audit effort with the Internal Audit Office. The committee does not itself prepare the financial statements or ~~performs~~perform audits of the Company’s financial statements.

The Audit Committee meets regularly with the chief audit executive to review and discuss the internal audit scope, plan and the results of internal audit activities. The committee oversees the appointment, removal, performance, and compensation of the chief audit executive.

In the performance of its oversight function, the Audit Committee has considered and discussed our audited consolidated financial statements for the fiscal year ended December 31, ~~2013—~~2016—including critical accounting policies, reasonableness of significant estimates and judgment and financial statements disclosures—with management and ~~PricewaterhouseCoopers LLP,~~D&T, our independent registered public accounting firm.

The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by AU Section 380,Communications with Audit Committee. The committee has also discussed with ~~PricewaterhouseCoopers LLP~~D&T the matters required by the Public Company Accounting Oversight Board Rule 3526 regarding “Communication with Audit Committee Concerning Independence”. In addition, the committee has received the written disclosures and the letter from ~~PricewaterhouseCoopers LLP~~D&T required by applicable requirements of the Public Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the committee concerning independence, and has discussed with ~~PricewaterhouseCoopers LLP~~D&T its independence. The committee has also considered whether the provision of non-audit services by the independent registered public accounting firm to us is compatible with maintaining the auditors’ independence. The committee has evaluated ~~PricewaterhouseCoopers LLP’s~~D&T’s qualifications, performance and independence, including that of the lead partner. As part of its auditor engagement process, the committee considers whether to rotate the independent audit firm.

Based on the Audit Committee’s consideration of the audited consolidated financial statements and the discussions referred to above with management and the independent registered public accounting firm, and subject to the limitations on the role and responsibilities of the committee set forth in the charter and those discussed above, the committee recommended and the Board approved that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2016 for filing with the SEC.

Submitted by:

Antonio F. Faría-Soto, Chair

David H. Chafey, Jr.

Roberto Santa María-Ros

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~~Submitted by:~~

~~Adamina Soto-Martínez, CPA, Chair~~

~~David H. Chafey, Jr.~~

~~Antonio F. Faría-Soto~~

~~Joseph A. Frick~~

OTHER RELATIONSHIPS, TRANSACTIONS AND EVENTS

~~OTHER RELATIONSHIPS, TRANSACTIONS AND EVENTS~~

Transactions with ~~Related Parties~~

related parties

In the ordinary course of business, ~~one~~we or ~~more of~~ our subsidiaries ~~provide insurance to a number of~~may occasionally enter into transactions with our ~~individual directors and~~ executive officers, ~~and to members of~~directors, or nominees, or their respective immediate families. ~~Certain~~Also, certain executive officers, directors and nominees have material ownership interests in, or occupy senior positions, including as president or director, at certain entities to which one or more of our subsidiaries ~~also~~ provided insurance during ~~2013. Specifically,~~ ~~B. Fernández & Hermanos~~~~, a food distribution company of which Mr. Sánchez-Colón is the chair of the board of directors, paid premiums amounting to $2,384,416;~~ ~~the Government Development Bank~~~~, at which Mr. Chafey is the chair of the board, paid premiums totaling $5,413,671;~~ ~~Manpower Group, Inc.~~~~, in which Mrs. Dominguez is a director, paid premiums totaling $358,618; the~~~~Puerto Rico Chamber of Food Marketing, Industry and Distribution~~~~, at which Mr. Ruiz-Comas served~~2016, as ~~director until July 2013, paid premiums totaling $1,913,137;~~~~Empresas Fonalleda, Inc.~~~~, at which Mr. Rafael Ruiz-Comas, brother of Mr. Ruiz-Comas is employed, paid premiums totaling to $4,339,591;~~~~Cancio, Nadal, Rivera & Díaz PSC~~~~, a law firm at which Mrs. Ana Ruiz-Comas, sister of Mr. Ruiz-Comas, practices as an attorney, paid premiums totaling $410,094, and~~ ~~Universidad del Sagrado Corazón~~~~, at which Mr. Ruiz-Comas is the president of the board of trustees, paid premiums totaling $1,963,348.~~ further detailed below:

Mr. Clavell-Rodríguez, Chair of the Board

· Member of the board of San Jorge Children’s Hospital and San Jorge Children’s Medical Specialties, which paid insurance premiums totaling $1,952,681.20 and received insurance payments totaling $467,938.66.

Mrs. Dominguez, Director

· Member of the board of Manpower Group, Inc., which paid insurance premiums totaling $434,212.95.

Mr. Figueroa-Collazo, Director

· Chief executive officer of VERNET, Inc., which paid insurance premiums totaling $156,093.31 and received insurance payments totaling $390.50

Mrs. Eva G. Salgado-Micheo, President of Triple-S Propiedad, Inc. until February 28, 2017.

· Her brother, Mr. Victor J. Salgado-Micheo and her sister, Mrs. Ana M. Salgado-Micheo are President and Vice President, respectively, of Victor Salgado & Associates which paid insurance premiums totaling $380,688.89.

· Her brother, Mr. Victor J. Salgado-Micheo and her sister, Mrs. Ana M. Salgado-Micheo are President and Vice President, respectively, of Integrand Assurance, which paid insurance premiums totaling $22,469.14 and received insurance payments totaling $183,525.07.

Mr. Fuentes-Benejam, Director

· Member of the board of trustees of Interamerican University of Puerto Rico, which paid premiums totaling $11,306,736.28, and received a donation totaling $15,000.

The terms on which we and our subsidiaries ~~provide insurance to~~enter into business transactions with a related ~~parties~~party are the same as the terms offered to unrelated parties.

~~Our directors that are physicians and dentists,~~

In addition, Mr. Clavell-Rodríguez, a physician, or ~~their~~his affiliated entities, ~~are~~may also ~~service~~render services as providers to TSS ~~our healthcare insurance subsidiary,~~or TSA in the ordinary course of ~~their businesses as physicians and dentists. None of our directors,~~business. Mr. Clavell-Rodríguez, nor ~~their~~his immediate family members and affiliated entities, received more than $120,000 in compensation for services as healthcare providers during ~~2013.~~2016. The terms of the provider agreements with TSS or TSA pursuant to which payments are made are the same as the terms of the provider agreements of physicians and healthcare organizations who are not directors or affiliated with our directors.

Policies and ~~Procedures~~procedures for ~~Related Party Transactions~~

related party transactions

The Company has adopted a policy directed at the review and approval of transactions with related parties. This policy instructs our directors and executive officers to inform the Corporate Governance and Nominating Committee of proposed related party transactions that would need to be disclosed pursuant to Item 404(a) of Regulation S-K, and provides guidelines for the review and approval of such transactions. Additionally, under our ~~code~~Code of ~~business conduct and ethics,~~Ethics, all employees, officers and directors are required to avoid conflicts of interest. Employees, including officers, must review with, and obtain the approval of, their supervisors or the office of the general counsel, for any situation that may involve a conflict of interest. The ~~code~~Code of Ethics broadly defines a conflict of interest as whenever an individual’s personal interests interfere or diverge in any way (or appear to interfere or diverge) with our interest, and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or customer of the Company. Moreover, on an annual basis, each of our directors and executive officers are required to complete a director and officer questionnaire ~~which~~that requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, ~~have~~has a direct or indirect material interest.

~~ANNUAL REPORT~~

Table of Content

ANNUAL REPORT

Our ~~2013~~2016 Annual Report to shareholders accompanies the proxy materials ~~being~~that have been provided to all shareholders. Those documents are not a part of the proxy solicitation materials. We will provide, without charge, additional copies of our ~~2013~~2016 Annual Report to shareholders upon the receipt of a written request by any shareholder.

~~INCORPORATION BY REFERENCE~~

INCORPORATION BY REFERENCE

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act, ~~that~~which might incorporate all or portions of our filings, including this proxy statement, with the SEC, in whole or in part, the Compensation and Talent Development Committee Report and the Report of the Audit Committee contained in this proxy statement shall not be deemed to be incorporated by reference into any such filing or deemed filed with the SEC under the Securities Act or the Exchange Act.

San Juan, Puerto Rico, March ~~21, 2014.~~

, 2017




LUIS A. CLAVELL-RODRÍGUEZ, MD				~~ROBERTO GARCÍA-RODRÍGUEZ~~CARLOS L. RODRÍGUEZ-RAMOS
Chair of the Board				Secretary

~~TRIPLE-S MANAGEMENT CORPORATION OFFICE~~

~~OF LEGAL AFFAIRS~~

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EXHIBIT A

TRIPLE-S MANAGEMENT CORPORATION

2017 INCENTIVE PLAN

Section 1. Purpose. The purpose of the Triple-S Management Corporation 2017 Incentive Plan is to enhance the incentive of those officers, employees, Directors, and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates to perform at the highest level, and, in general, to further the best interests of the Company and its shareholders.

Section 2. Definition.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Act” shall mean the Securities Exchange Act of 1934, as amended.

(b)“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by or under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(c)“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award granted under the Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein.

(d)“Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(e)“Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant who is an individual, such individual’s Beneficiary shall be the individual’s estate.

(f)“Board” shall mean the board of directors of the Company.

(g)“Cause” shall mean the following with respect to a Participant:

(i) material breach of his or her obligations and duties as specified in any employment contract or offer letter;

(ii) conviction or plea of nolo contendere of any felony or the conviction or plea of nolo contendere of a misdemeanor involving fraud, dishonest or disreputable conduct or moral torpitude;

(iii) insubordination;

(iv) material non-compliance of any employment contract or offer letter or the rules, regulations, guidelines, policies, or code of ethics of the Company;

(v) improper or disorderly conduct; or

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(vi) the existence of a conflict of interest not previously disclosed to the Company;

(vii) any act or omission detrimental to the conduct of the business of the Company;

(h)“Change in Control” shall mean the occurrence of:

(i) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s then outstanding securities (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below), unless such person acquires beneficial ownership of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding solely as a result of an acquisition of Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting Stock beneficially owned by such person to more than 50% of the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a person shall become the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 50% of the combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company Voting Stock, be deemed to have become the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;

(ii) at any time during a period of twelve consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the Directors then still in office who were Directors at the beginning of such twelve-month period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members then constituting the Board; or

(iii) the consummation of (A) a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all assets of the Company.

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Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a “group”, within the meaning of Section 13(d)(3) of the Act, which consummates the Change in Control transaction. In addition, for purposes of the definition of Change in Control, a person engaged in business as an underwriter of securities shall not be deemed to be the beneficial owner of, or to beneficially own, any securities acquired through such person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

(i)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(j)“Committee” shall mean the Compensation and Talent Development Committee of the Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.

(k)“Company” shall mean Triple-S Management Corporation.

(l)“Covered Employee” means an individual who is (i) a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto or (ii) expected by the Committee to be the recipient of compensation (other than “qualified performance based compensation” as defined in Section 162(m) of the Code) in excess of $1,000,000 for the tax year of the Company with regard to which a deduction in respect of such individual’s Award would be claimed.

(m)“Director” means any member of the Company’s Board.

(n)“Fair Market Value” shall mean with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are quoted, or if Shares are not so listed or quoted, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(o)“Incentive Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that meets the requirements of Section 422 of the Code, or any successor provision thereto.

(p)“Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option or a Qualified Stock Option.

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(q)“Option” shall mean an Incentive Stock Option, a Qualified Stock Option or a Non-Qualified Stock Option.

(r)“Other Stock-Based Award” means an Award granted pursuant to Section 10 of the Plan.

(s)“Participant” shall mean the recipient of an Award granted under the Plan.

(t)“Performance Award” means an Award granted pursuant to Section 9 of the Plan.

(u)“Performance Period” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.

(v)“Plan” shall mean the Triple-S Management Corporation 2017 Incentive Plan, as the same may be amended from time to time.

(w)“PR Code” means the Puerto Rico Internal Revenue Code of 2011, as amended, any successor thereto and any regulation promulgated thereunder.

(x)“Qualified Stock Option” means an option that meets the requirement of Section 1040.80 of the PR Code.

(y)“Restricted Stock” shall mean any Share granted under Section 8.

(z)“Restricted Stock Unit” shall mean a contractual right granted under Section 8 that is denominated in Shares. Each Unit represents a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted Stock Units may include, without limitation, the right to receive dividend equivalents.

(aa)“SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(e), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

(bb)“Shares” shall mean shares of the Class B common stock of the Company.

(cc)“Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee.

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(dd)“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

(ee)“Termination of Employment” means, in the case of a Participant who is an employee of the Company or any of its Affiliates, cessation of the employment relationship such that the Participant is no longer an employee of the Company or an Affiliate, or in the case of a Participant who is an independent contractor, the date the performance of services for the Company or an Affiliate has ended; provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as an independent contractor shall not be deemed a termination of service that would constitute a Termination of Employment; and provided, further, that a Termination of Employment will be deemed to occur for a Participant employed by an Affiliate when an Affiliate ceases to be an Affiliate unless such Participant’s employment continues with the Company or another Affiliate. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Employment occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).

(ff)“Voting Stock” means securities entitled to vote generally in the election of members of the board of directors.

Section 3. Eligibility.

(a) Any officer, employee, Director, consultant or other advisor of, or any other individual who provides services to, the Company or any Affiliate, shall be eligible to be selected to receive an Award under the Plan.

(b) Holders of options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible for grant of Substitute Awards hereunder.

Section 4. Administration.

(a)The Plan shall be administered by the Committee. To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock exchange on which the Shares trade or are quoted, (ii) a non-employee Director within the meaning of Rule 16b-3 under the Act and (iii) an outside Director pursuant to Section 162(m) of the Code, and any regulations issued thereunder, in each case at such time as the Company becomes subject to the respective regulatory regime. The Board may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of the Act. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

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(b) Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.

Section 5. Shares Available for Awards and Award Limitation

(a) Subject to adjustment as provided below, the maximum number of Shares available for issuance under the Plan will not exceed 1,700,000 Shares, plus the number of Shares that were subject to any outstanding awards under the Triple-S Management Corporation 2007 Incentive Plan as of the Effective Date that are thereafter forfeited, cancelled, expire, terminate, or otherwise lapse, in whole or in part without the delivery of Shares. All Shares remaining available for issuance under the Triple-S Management 2007 Incentive Plan will be cancelled upon the adoption of the Plan by the shareholders of the Company. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e), no Participant may receive under the Plan in any calendar year (i) Options or Stock Appreciation Rights that relate to more than 600,000 Shares; (ii) Restricted Stock and RSUs that relate to more than 300,000 Shares; or (iii) Performance Awards or Other Stock-Based Awards that relate to more than 300,000 Shares; and the maximum amount that may be paid in a calendar year in respect of an annual Award denominated in cash or value other than Shares with respect to any Participant shall be $3,000,000, and the maximum amount of a long-term incentive Award denominated in a cash shall be $1,500,000 multiplied by the number of years included in any applicable Performance Period(s) (and any applicable fraction for any Performance Period(s) of less than one year) relating to such Awards.

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(b) No Director may receive under the Plan in any calendar year: (i) Options, Stock Appreciation Rights, Restricted Stock, RSUs, Performance Awards and Other Stock-Based Awards with a fair value as of the grant date of more than $300,000 (as determined in accordance with applicable accounting standards); and (ii) cash retainers and other cash-based awards of more than $300,000.

(c) Any shares subject to an Award (but not including any Substitute Award), that expires, is cancelled, forfeited, or otherwise terminates without the delivery of Shares, excluding the number of Shares surrendered or withheld in payment of any exercise or other price of an Award or taxes related to an Award, shall again be, or shall become, available for distribution under the Plan. Upon the exercise of SRAs, the gross number of Shares exercised shall be deducted from the total number of Shares remaining available for issuance under the Plan. In the event the Company repurchases Shares on the open market, such Shares shall not be added to the Shares available for issuance under the plan.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(e)In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of the Shares, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(f) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.

Section 6. Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)The exercise price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

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(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof.

(d) The Committee shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(e) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(e)).

(f) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).

(g) The terms of any Qualified Stock Option granted under the Plan shall comply in all respects with the provisions of Section 1040.08 of the PR Code, or any successor provision thereto, and any regulations promulgated thereunder.

Section 7. Stock Appreciation Rights.

(a) The Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b) SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(c) Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

(d) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

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(e) A freestanding SAR shall not have a term of greater than 10 years or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant.

Section 8. Restricted Stock and Restricted Stock Units.

(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. The Award Agreement shall specify the vesting schedule and, with respect to Restricted Stock Units, the delivery schedule (which may include deferred delivery later than the vesting date).

(b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d) The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(e) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

(f) If the Committee intends that an Award under this Section 8 shall constitute or give rise to “qualified performance based compensation” under Section 162(m) of the Code, such Award may be structured in accordance with the requirements of Section 9(c), including without limitation, the performance criteria and the Award limitation set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan.

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Section 9. Performance Awards.

(a) The Committee is hereby authorized to grant Performance Awards to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b) Performance Awards may be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(c)Every Performance Award shall, if the Committee intends that such Award should constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance period or periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more performance measures with respect to the Company, including without limitation the following: revenue growth, operating income growth, premiums earned; net sales; revenue or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or after allocation of corporate overhead and bonus); net earnings; earnings per share, earnings per share growth; net income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or maintenance of share price; market share; gross profits; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); comparisons with various stock market indices; reductions in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins, gross margins or cash margin; year-end cash; debt reductions; shareholder equity; regulatory achievements; and implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel, each as determined in accordance with generally accepted accounting principles, where applicable, as consistently applied by the Company. Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index, or other acceptable objective and quantifiable indices. Except in the case of an award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9(c) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under any Award to which this Section 9(c) applies upon attainment of such pre‑established formula.

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(d)Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the Committee. Performance Awards will be distributed only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. Any settlement which changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of Termination of Employment by the Participant.

Section 10. Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 10.

Section 11. Effect of Termination of Employment on Awards. The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event of a Termination of Employment prior to the end of a performance period or exercise or settlement of such Award.

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Section 12. General Provisions Applicable to Awards.

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 12(e) and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e) A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose. If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.

(f) All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal, state or other jurisdiction’s securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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(g)Upon a Change in Control, the Committee shall determine whether outstanding Options shall be assumed, continued or substituted. All Awards assumed, continued or substituted by the acquiror in connection with a Change in Control will become fully vested only if the Participant’s employment is terminated without Cause at any time during the 12-month period following the Change in Control.Only to the extent Awards will not be assumed, continued or substituted, the Committee may provide that such Awards will become fully vested upon such Change in Control.

(h) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants, as it deems necessary in its sole discretion.

Section 13. Amendments and Termination.

(a)Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax‑efficient manner and in compliance with local rules and regulations.

(b)The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award, provided, however, that no such action shall adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and provided further that, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval; and provided further, that the Committee’s authority under this Section 13(b) is limited in the case of Awards subject to Section 9(c), as set forth in Section 9(c).

(c) Except as noted in Section 9(c), the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(e)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

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(d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award, except that this Section 13(d) shall not be interpreted to permit any transaction that is prohibited by the second proviso of Section 13(b) relating to the direct or indirect repricing of Awards, including without limitation a buyout or cashout of underwater Options or SARs.

(e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 14. Miscellaneous.

(a) No officer, employee, Director, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of officers, employees, Directors, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants hereunder.

(b) The Committee shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of required withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award.

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(e) If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) Awards may be granted to Participants who are employed or providing services outside of the Commonwealth of Puerto Rico, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the Commonwealth of Puerto Rico as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country

(h) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 15. Effective Date of the Plan. The Plan shall be effective as of April 28, 2017, subject to its approval by the shareholders of the Company.

Section 16. Term of the Plan. No Award shall be granted under the Plan after the 10-year anniversary of its adoption. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Committee to amend the Plan, shall extend beyond such date.

Section 17. Cancellation or "Clawback" of Awards. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

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Section 18. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict

Section 19. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity.

Section 20. Data Protection. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participant records;

(b) providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

(c) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and

(d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant's home country.

Section 21. Governing Law. The Plan and each Award Agreement shall be governed by the laws of the Commonwealth of Puerto Rico, without application of the conflicts of law principles thereof.

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*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2017. TRIPLE-S MANAGEMENT CORPORATION Meeting Type: Annual Meeting For holders as of: February 28, 2017 Date: April 28, 2017 Time: 9:00 A.M. (Local Time) Location: Triple-S Building 1441 F.D. Roosevelt Ave San Juan, Puerto Rico 00920 TRIPLE-S MANAGEMENT CORPORATION OFFICE OF LEGAL AFFAIRS P.O. BOX 363628 SAN JUAN, PR 00936-3628 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. E17705-TBD See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.gXXXX XXXX XXXX XXXXgXXXX XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 14, 2017 to facilitate timely delivery. wSCAN TO VIEW MATERIALS & VOTEHow To VotePlease Choose One of the Following Voting Methods E17706-TBD Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. g XXXX XXXX XXXX XXXX

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Voting Items 2. Ratification of the selection of Deloitte & Touche, LLP as the independent registered public accounting firm of the Company. 3. Advisory vote on the compensation of our named executive officers. 4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. 5. Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company. 7. Amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company. 6. Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company. 8. Adoption of the Triple-S Management Corporation 2017 Incentive Plan. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Nominees: The Board of Directors recommends a vote "FOR" proposals 1, 2, 3, 5, 6, 7 and 8 and "1 YEAR" on proposal 4: 1a. Jorge L. Fuentes-Benejam 1b. Roberto Santa Maria-Ros 1c. Cari M. Dominguez 1. Election of Three "Group 1" Directors: E17707-TBD E17708-TBD

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		~~M67706-P46057-Z62255~~		~~KEEP THIS PORTION FOR YOUR RECORDS~~


				~~DETACH AND RETURN THIS PORTION ONLY~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

~~TRIPLE-S MANAGEMENT CORPORATION~~

~~The Board of Directors recommends you vote FOR the following proposals:~~

~~1. Election of Directors~~

~~Nominees:~~

~~For~~

~~Against~~

~~Abstain~~

~~1a. Adamina Soto-Martínez~~

~~1b. Jorge L. Fuentes-Benejam~~

~~1c. Francisco J. Toñarely-Barreto~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratification of the selection of the independent registered public accounting firm.~~

~~3. Advisory Vote on the Compensation of Our Named Executive Officers.~~

~~NOTE:~~~~Such other business as may properly come before the meeting or any adjournment thereof.~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

TRIPLE-S MANAGEMENT CORPORATION 4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. 2. Ratification of the selection of Deloitte & Touche, LLP as the independent registered public accounting firm of the Company. 5. Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company. 6. Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company. 7. Amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company. 8. Adoption of the Triple-S Management Corporation 2017 Incentive Plan. 3. Advisory vote on the compensation of our named executive officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3, 5, 6, 7 AND 8 AND "1 YEAR" ON PROPOSAL 4. 1. Election of Three "Group 1" Directors: Nominees: The Board of Directors recommends a vote "FOR" proposals 1, 2, 3, 5, 6, 7 and 8 and "1 YEAR" on proposal 4: The Board of Directors recommends you vote "1 YEAR" on the following proposal: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1a. Jorge L. Fuentes-Benejam 1b. Roberto Santa Maria-Ros 1c. Cari M. Dominguez 1 Year 2 Years 3 Years Abstain E17703-TBD ! ! ! ! ! ! ! ! !! ! ! ! ! ! For Against Abstain SCAN TO VIEW MATERIALS & VOTE w V.1.1 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TRIPLE-S MANAGEMENT CORPORATION OFFICE OF LEGAL AFFAIRS P.O. BOX 363628 SAN JUAN, PR 00936-3628 ! ! ! ! ! ! For Against Abstain ! ! ! ! ! ! !!E17704-TB V.1.1

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com.~~

~~M67707-P46057-Z62255~~

~~TRIPLE-S MANAGEMENT CORPORATION~~

~~Annual Meeting of Shareholders~~

~~April 30, 2014 at 9:00 A.M. (Local Time)~~

~~This proxy is solicited by the Board of Directors~~

The shareholder(s) hereby appoint(s) Ramón M. Ruiz-Comas and Roberto Garcia-Rodriguez, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stockwww.proxyvote.com. TRIPLE-S MANAGEMENT CORPORATION Annual Meeting of Shareholders April 28, 2017 9:00 A.M. (Local Time) This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Roberto García-Rodríguez, Esq. and Carlos L. Rodríguez-Ramos, Esq. or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of TRIPLE-S MANAGEMENT CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 A.M. (local time) on April 28, 2017, at the Triple-S Building, 1441 F.D. Roosevelt Ave., San Juan, PR 00920, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

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March , 2017

Dear Sirs:

The Annual Meeting of Stockholders of Triple-S Management Corporation (the “Company”) will be held on April 28, 2017 (the “Annual Meeting”). In order for a person to represent a deceased shareholder at the Annual Meeting, the Company must receive the following documents certifying the representative’s authority:

If a will exists and an executor or judicial administrator has been designated:

Copy of the will or document designating the judicial administrator, if one has been designated,

Certificate from the Registry of Wills as to the effectiveness of the will, and

Testamentary Letters issued by the appropriate court certifying the executor.

If a will exists but an executor has not been designated or the executor is not authorized to participate at the Annual Meeting as a representative of ~~Shareholders~~the estate:

Copy of the will,

Copy of the declaration of heirs (if the will does not distribute the entire estate among the heirs),

Certificate from the Registry of Wills as to the effectiveness of the will, and

A letter signed by all heirs to the deceased shareholder included in the will or the declaration of heirs, as the case may be, ~~held at 9:00 A.M. (Local Time) on April 30, 2014,~~designating and authorizing the person to participate at the ~~Atlantic Ballroom~~Annual Meeting and to vote therein as set forth in such letter.

If a will does not exist:

Copy of the ~~Intercontinental San Juan Resort & Casino at 5961 Isla Verde Ave., Carolina, Puerto Rico 00979,~~declaration of heirs, and ~~any adjournment or postponement thereof. This proxy, when properly executed, will be voted~~

A letter signed by all heirs to the deceased shareholder included in the ~~manner directed herein. If no such direction is made, this proxy will be voted in accordance with~~declaration of heirs, designating and authorizing the ~~Board of Directors’ recommendations.~~

~~Continued~~person to participate at the Annual Meeting and to ~~be signed on reverse side~~

vote therein as set forth in such letter.

In order to participate at the Annual Meeting, the Company must receive all required documents prior to April 21, 2017. All documents must be addressed to the Secretary of the Company at PO Box 363628, San Juan, PR 00936-3628. If you had sent them previously, please notify us to verify them. For more information, please call (787) 749-4025.

If the representative of the estate of a deceased shareholder cannot attend the Annual Meeting, he/she may exercise the right to vote by completing and sending the Proxy Card, together with the corresponding documentation described above, to the attention of the Secretary of the Corporation.

	Sincerely,


	Carlos L. Rodríguez-Ramos, Esq.
	Secretary

	4.	Restated Articles of Incorporation of the Company; 6. The approval of an amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company; 7. The approval of an amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company; 8. The adoption of the Triple-S Management Corporation 2017 Incentive Plan; and 9. Any other business that may properly come before the meeting or any adjournment or postponement thereof.

Record date		Shareholders of record of the Company at the close of business on February 28, 2017 are entitled to receive notice of, attend, and vote at the meeting.

Your vote is important		Please vote as promptly as possible by using the Internet, telephone, or by signing, dating and returning the completed proxy card in accordance with the instructions in the Notice or your proxy card.

PROXY SUMMARY	1
~~By order of the Board of Directors,~~


~~Roberto García-Rodríguez~~
~~Secretary~~

~~San Juan, Puerto Rico~~
~~March 21, 2014~~


~~PROXY SUMMARY~~				2
PROXY STATEMENT FOR THE 2017 ANNUAL MEETING OF SHAREHOLDERS	5

INFORMATION ABOUT VOTING, SOLICITATION AND THE ANNUAL MEETING	6
	5

PROPOSAL 1 —		ELECTION OF DIRECTORS	12
Overview	12
Nominees for election	1013
Directors continuin in office	14
Management director	15


PROPOSAL 2 —		RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
Overview	16
Independent registered public accounting firm fees and other matters	1416
Audit Committee’s pre-approval policies and procedures	17


PROPOSAL 3 —		AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	18
Overview	18
16
PROPOSAL 4 — AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	20
~~CORPORATE GOVERNANCE~~ Overview	20
	18
PROPOSAL 5 — AMENDMENT TO ARTICLE TENTH A OF THE ARTICLES OF INCORPORATION	21
Overview	21

PROPOSAL 6 — AMENDMENT TO ARTICLE TENTH C OF THE ARTICLES OF INCORPORATION	22
Overview	22

PROPOSAL 7 — AMENDMENT TO ARTICLE THIRTEENTH OF THE ARTICLES OF INCORPORATION	22
Overview	23

PROPOSAL 8 — ADOPTION OF THE TRIPLE-S MANAGEMENT CORPORATION 2017 INCENTIVE PLAN	24
Overview	24

CORPORATE GOVERNANCE	28
Overview	28
Corporate governance documents and additional information	29
Code of business conduct and ethics	29
Independence of directors	29
Board leadership structure	30
Board meetings and committees	30
Director nominations process	33
Criteria	34
Risk oversight	34
Communications from shareholders and other interested parties	35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	36
	24

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			37
	26

INFORMATION ABOUT EXECUTIVE OFFICERS			38

Name	Age	Director since	Experience/Qualification	Committee memberships
Jorge L. Fuentes Benejam	68	2008	Public company knowledge; executive leadership	· Corporate Governance and Nominating (Chair) · Investment and Financing · Executive
Roberto Santa María-Ros	65	2015	Accounting and Financial	· Audit · Investment and Financing
Cari M. Dominguez	67	2012	Government and public policy experience; human resources knowledge; executive leadership	· Corporate Governance and Nominating · Compensation and Talent Development · Executive (Vice Chair)

	Visit www.proxyvote.com and follow the instructions in the Notice.
	Scan the QR Code in the Notice, with your mobile phone and vote following the instructions in the Notice.
	Call the telephone number in the Notice.
	Send your completed and signed proxy card to Triple-S Management Corporation c/o Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717.
	Cast your vote in person if you are the registered shareholder or by obtaining a “legal proxy” if your shares are held in “street name” by completing and signing your proxy card at the meeting.


Filed by the ~~Registrant~~ þRegistrant: ☒		Filed by a Party other than the Registrant¨	o

~~Check the appropriate box:~~☐

¨ ~~Preliminary proxy statement~~

¨Confidential, ~~For~~for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

COMPENSATION DISCLOSURE	39
Compensation discussion and analysis	2639
Compensation and Talent Development Committee Report	48
Compensation and Talent Development Committee interlocks and insider participation	49
Risk considerations in our executive compensation program	49
Compensation tables	50
Director compensation	58

AUDIT COMMITTEE MATTERS	59
~~COMPENSATION DISCLOSURE~~ Report of the Audit Committee	59
	28

C~~OMPENSATION~~ D~~ISCUSSIONAND~~ A~~NALYSIS~~			28
R~~ISK~~ C~~ONSIDERATIONS~~IN~~OUR~~ E~~XECUTIVE~~ C~~OMPENSATION~~ P~~ROGRAM~~			40
C~~OMPENSATION~~ T~~ABLES~~			41

~~AUDIT COMMITTEE MATTERS~~			51

OTHER RELATIONSHIPS, TRANSACTIONS AND EVENTS		60
Transactions with related parties	60
Policies and procedures for related party transactions	5260

ANNUAL REPORT	61
~~INCORPORATION BY REFERENCE~~
53 INCORPORATION BY REFERENCE	61

Voting matters		Board recommendation	Page reference
·	Election of three “Group 1” directors.	FOR each nominee	12
·	Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm.	FOR	16
·	An advisory resolution to approve the compensation of our named executive officers.	FOR	18
·	An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.	1 YEAR	20
·	Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company.	FOR	21
·	Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company.	FOR	22
·	Amendment to Article THIRTHEENTH of the Amended and Restated Articles of Incorporation of the Company.	FOR	22
·	Adoption of the Triple-S Management Corporation 2017 Incentive Plan.	FOR	24

·	Deadline for shareholders proposal for inclusion in the 2018 proxy statement:	November 16, 2017
·	Period for submitting proposals and nominations for directors to be considered at the 2018 Annual Meeting:	November 29, 2017 to December 29, 2017

Type of Fees	2016		2015
Audit Fees	$	2,902,600	$	2,707,600
Audit-Related Fees	$	431,860	$	340,250
Tax Fees	$	0	$	0
All Other Fees	$	300,888	$	0
Total	$	3,635,348	$	3,047,850

Component		Description
Fixed	Base salary	·Cash compensation to recognize individual contribution to the Company, taking into consideration the executive’s experience, knowledge and scope of responsibilities. ·Reviewed annually based on individual performance, market-level relative salary, the Company’s financial performance, and ability to pay. ·Adjusted if and when appropriate.
Variable	Short-term cash incentive	·Motivates individual to attain annual objectives and reinforces the optimization of operating results and corporate goals. ·May range from zero to 150% of the target opportunity. ·Company’s financial results account for 70% of each executive’s evaluation, and individual performance accounts for the remaining 30%.
Variable	Equity compensation	·Promotes long-term success, the retention of talented individuals, and mitigation of excessive risk taking. ·75% as performance shares; payout range from zero to 150% from target opportunity over a 3-year performance period. ·25% as restricted shares vesting in equal installments over a 3-year period.
Variable	Benefits and perquisites including retirement programs, non-qualified deferred compensation plan, health and life insurance, and vehicle allowance, among others.

·	Have an equity grant policy with pre-scheduled grant dates to avoid backdating of equity awards.
·	Deliver 75% of annual long-term incentive in the form of performance shares.
·	Have an incentive compensation recoupment policy to ensure compensation is paid on accurate financial data.
·	Require executive officers, directors and other individuals to request pre-clearance to transact with our stock.
·	Engage an independent compensation consultant selected by, and that reports directly to, the Compensation and Talent Development Committee.
·	Have stock ownership guidelines requiring executive and other participants of equity compensation to own and retain Company stock.

·	No hedging on our Company stock.
·	No unusual or excessive perquisites.
·	No option awards. Grant of stock options was discontinued in 2010.
·	No cash severance payment upon change in control. Chief executive officer may only receive cash severance payment upon a change in control with termination of employment (“Double trigger”).

Name and Position	Salary		Bonus		Stock Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation		All Other Compensation		Total
Roberto García-Rodríguez President and CEO	$	744,385	$	600	$	1,874,972	$	215,769	$	0	$	37,728	$	2,873,454
Juan J. Roman-Jimenez Executive Vice President and CFO	$	471,154	$	600	$	749,981	$	102,747	$	45,000	$	12,800	$	1,382,282
Madeline Hernandez-Urquiza	$	514,135	$	600	$	524,998	$	150,186	$	10,000	$	33,683	$	1,233,602
President of Triple-S Salud & Triple-S Advantage, Inc.
Eva G. Salgado-Micheo	$	391,516	$	600	$	374,979	$	187,995	$	180,000	$	28,200	$	1,163,290
President of Triple-S Propiedad, Inc.					��
Arturo L. Carrion-Crespo	$	324,700	$	600	$	249,978	$	153,760	$	0	$	44,000	$	773,038
President of Triple-S Vida, Inc.

☐
þDefinitive Proxy Statement

☐

¨Definitive Additional Materials

☐

¨Soliciting Material Pursuant to § 240.14a-12


~~• Time and date:~~ Why am I receiving these materials?		~~Wednesday,~~	Our Board is providing these materials to you to solicit proxies on its behalf to be voted at the meeting on April ~~30, 2014~~28, 2017 at 9:00 a.m., ~~Atlantic Time~~local time, at the offices of Triple-S Management Corporation, 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920.

~~• Location:~~ Why did I receive a one-page notice in the mail instead of a full set of proxy materials?		~~Atlantic Room~~	We have elected to deliver our proxy materials over the Internet to all our shareholders under the “notice and access” rules of the ~~InterContinental Resort~~SEC. If you are a shareholder of record, we sent you a Notice by mail. You will not receive a printed copy of the proxy materials unless you request one. We encourage you to help us reduce the environmental impact of the meeting, and ~~Casino Hotel, 5961 Isla Verde Avenue, Carolina, Puerto Rico 00979~~reduce the cost associated with printing and mailing of proxy materials by accessing the proxy materials over the Internet.

~~• Record Date:~~ How can I request a printed copy of the proxy materials?		~~Monday, March 3, 2014~~	You may request a printed copy of the proxy materials by calling 1-800-579-1639; or accessing www.proxyvote.com over the Internet; or by sending an email to sendmaterial@proxyvote.com. Please make the request on or before April 14, 2017 to facilitate timely delivery.

~~• Voting:~~ What should I do if I receive more than one Notice?		~~All shareholders as~~	You may receive more than one Notice. For example, you may receive a separate Notice if: (i) you hold Class A and Class B shares, or (ii) you hold Class B shares in more than one brokerage account. Please vote all your shares over the Internet, by telephone, or by signing and mailing all proxy cards or voting instruction forms that you receive.
	Who can vote?			To be able to vote, you must have been a holder of record of our common stock at the close of business on February 28, 2017. This date is the “record date” for the 2017 Annual Meeting. Shareholders of record on the record date are entitled to ~~vote. Each~~receive notice of, attend, and vote on each proposal at the meeting or on any postponement or adjournment of the meeting.
	How many votes do I have?			You are entitled to one vote per each share of our common stock that you owned on the record date ~~entitles the shareholder to one vote~~ on each ~~proposal~~matter that is presented for consideration.


~~Voting Matters~~	~~Board Recommendation~~	~~Page Reference~~

~~• Election of three “Group 1” directors~~	~~FOR~~~~each nominee~~	10

~~• Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm~~	~~FOR~~	14

~~• An advisory resolution to approve the compensation of our named executive officers~~	~~FOR~~	16


Name	Age	Director since	Experience/Qualification	Committee Memberships
Adamina Soto-Martínez	66	2002	Financial; regulatory	Audit (chair), Compensation, and Executive

Jorge L. Fuentes-Benejam	65	2008	Public company; executive leadership	Governance (chair), Investment, and Executive

Francisco J. Toñarely-Barreto	56	2011	Marketing; international markets; strategic planning	Governance and Compensation


~~• Deadline for shareholders proposal for inclusion in the proxy statement:~~		~~November 22, 2014~~

~~• Period for submitting proposals and nominations for directors to~~ Who may be ~~considered~~present at the ~~2015 annual meeting:~~		~~December 1, 2014 to~~ ~~December 31, 2014.~~


Type of Fees	2013		2012
Audit Fees	$	2,477,636	$	2,218,807
Audit-Related Fees	$	726,791	$	256,929
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

Total	$	3,204,427	$	2,475,736


~~Element~~ meeting?			Only shareholders of record and beneficial owners with a legal proxy issued in their name by their respective organization holding their shares may be present at the meeting. No other person, including persons accompanying a shareholder, will be allowed at the meeting. Please bring a valid form of photo identification, such as a driver’s license or passport, to corroborate your identity as one of our shareholders. No video or audio recording will be allowed during the meeting. We encourage you to vote your shares in advance even if you plan to attend the meeting.
	~~Form~~ What constitutes a quorum for the meeting?				~~Description~~
~~Cash~~		• •		~~Base salary~~ ~~Performance-based annual incentive~~		•	~~Base salary increases are based on several factors, including individual performance, Company’s financial performance and ability to pay, and competitive analysis~~

						•	~~Incentive payout may range from zero to 150%~~ At least one-third (1/3) of the ~~target opportunity~~

						•	~~Financial results account for 80%~~shares entitled to vote must be present at the meeting, in person or by proxy, to constitute a quorum. As of ~~each named executive officer’s evaluation~~the record date, shares of common stock were issued and ~~individual performance accounts for~~outstanding. Shares of common stock represented in person or by proxy, “broker non-votes,” as discussed below, and shares that abstain or do not vote with respect to a particular proposal, will be treated as shares that are present to determine if there is a quorum. If a quorum is not present, we may propose to adjourn the ~~remaining 20%~~

						•	~~Performance is reviewed on an annual basis~~

~~Long-Term Incentive Equity Awards~~		• •		~~Performance shares~~ ~~Restricted shares~~		•	~~75% of total equity award value is tied~~meeting to ~~specific operating performance measures~~
						•	~~Remaining 25% of award earned if the executive remains employed with the Company over the vesting period~~

~~Retirement program~~		• • •		~~Non-contributory defined-benefit pension plan~~ ~~Supplemental defined-benefit retirement plan~~ ~~Defined contribution savings plan~~		•	Only union employees and executives hired before December 19, 2006 and non-union employees hired before September 30, 2007 are eligible for the defined-benefit plans; all other employees and executives are eligible for a defined contribution savings plan

~~Other~~		•		~~Benefits and perquisites~~		•	~~Non-qualified deferred compensation plan~~

						•	~~Health insurance~~

						•	~~Life insurance~~

						•	~~Vehicle allowance~~solicit additional proxies.

	• What is the difference between a shareholder of record and a beneficial owner of shares held in street name?			Shareholder of record. If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, and not through a brokerage firm, bank, broker-dealer or other similar organization, you are considered the “shareholder of record” with respect to those shares. We have sent the Notice directly to you. Beneficial owner of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a Notice should be sent to you by that organization. You have the right to instruct that organization how to vote your shares.
	How do I vote if I am the shareholder of record of my shares?			If you are the shareholder of record, you may vote in one of the following four ways: ·Through the Internet. Vote by following the instructions on the Notice or going to the Internet address stated on your proxy card.


	How do I vote if I am a “beneficial owner”?			If you are a beneficial owner you will receive the Notice from the organization that holds your shares with instructions on how to vote your shares. That organization will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our proxy statement and proxy card by following the instructions on the Notice provided by the organization. You can vote in person at the meeting, but you must bring at the meeting a “legal proxy” issued in your name by the organization that holds your shares. The legal proxy authorizes you to vote your shares held in street name at the meeting. Contact the organization that holds your shares for instructions on how to obtain a legal proxy. You must bring a copy of the legal proxy to the meeting and ask for a ballot in order to cast your vote in person. In order for your vote to be counted, you must hand the copy of the legal proxy with your completed ballot when you cast your vote.

	Can I change or revoke my vote after I have voted?			Yes. You can change your vote or revoke your proxy at any time before the taking of votes at the meeting by delivering a written notice of revocation to our Secretary at or before the meeting; or by submitting another proxy by mail, telephone or the Internet prior to the applicable cutoff time; or by presenting to our Secretary, before or at the meeting before polls close, a later dated proxy executed by the person who executed the prior proxy; or by voting in person at the meeting. If you elect to revoke your vote by delivering a written notice of revocation or by submitting another proxy by mail to our Secretary, deliver it to the following address: Triple-S Management Corporation c/o Carlos L. Rodríguez-Ramos, Secretary 1441 F.D. Roosevelt Avenue, 6th Floor San Juan, Puerto Rico 00920 If you provide more than one proxy, the properly signed proxy having the latest date will revoke any earlier proxy. Attending the meeting will not automatically revoke a proxy unless you properly vote at the meeting or specifically request that your prior proxy be revoked. If you are a beneficial owner, you must contact the organization that holds your shares to change your vote or, if you intend to be present and vote at the meeting, bring the legal proxy issued in your name by such organization to the meeting.
	What happens if I do not give specific voting instructions?			If you are a shareholder of record and you indicated when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you signed and returned a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and, as proxy holders, may determine in their discretion with respect to any other matters properly presented for a vote at the meeting and at any postponement or adjournment thereof. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In order to minimize the number of broker non-votes, the Company encourages you to vote or provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.
	Who will count the votes?			A representative of Broadridge Financial Solutions, Inc., an independent third party, will act as the inspector of the election and tabulate the votes cast by proxy or in person at the meeting.
	Which proposals are considered routine or non-routine?			The election of directors (Proposal 1), the advisory resolution to approve the compensation of our NEOs (Proposal 3), the advisory vote on the frequency of the advisory vote on the compensation of our NEOs (Proposal 4), the approval of the amendments to the Amended and Restated Articles of Incorporation of the Company (Proposal 5, Proposal 6, Proposal 7), and the approval of the Triple-S Management 2017 Incentive Plan (Proposal 8) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals 1 and Proposal 3 through 8. The ratification of the selection of D&T as our independent registered public accounting firm for 2017 (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore it is likely that no broker non-votes will exist in connection with Proposal 2.

	How does the Board recommend to vote on the proposals?			The Board recommends shareholders to vote as set forth below. Election of Directors ~~(page 10)~~(Proposal 1).	~~The Board recommends a vote “FOR”~~ FOR each ~~nominee.~~

of the three nominees. Ratification of the ~~Selection~~selection of the ~~Independent~~independent registered public accounting firm (Proposal 2). FOR the ratification of D&T as our independent registered public accounting firm for 2017. Approval of the compensation of our named executive officers (Proposal 3). FOR the approval, on an advisory basis, of the compensation of our named executive officers. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4). 1 YEAR on the frequency of future advisory votes on the compensation of the Company’s named executive officers. Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company (Proposal 5). FOR the approval of the amendment to Article TENTH A the Amended and Restated Articles of Incorporation of the Company. Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company (Proposal 6). FOR the approval of the amendment to Article TENTH C the Amended and Restated Articles of Incorporation of the Company. Amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company (Proposal 7). FOR the approval of the amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company. Adoption of the Triple-S Management 2017 Incentive Plan (Proposal 8). FOR the adoption of the Triple-S Management 2017 Incentive Plan.
	Will any other business be conducted on at this meeting?			We do not know of any other business that may come before the meeting other than as described in the Notice. The ~~Board recommends~~chair of the meeting will declare out of order and disregard the conduct of any business not properly presented. However, if any new matter requiring the vote of our shareholders is properly presented before the meeting, proxies may be voted with respect thereto at the discretion of the proxy holders. The affirmative vote of the holders of a majority of the shares of common stock entitled to vote ~~“FOR” this proposal.~~and present at the meeting or represented by proxy with respect to any other item properly presented at the meeting will be required for approval of such item, unless a greater percentage is required by law, our articles of incorporation or our bylaws.
~~Registered Public Accounting Firm (page 14)~~	Where can I find the voting results of the meeting?			We will announce preliminary voting results at the meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days following the meeting.

~~Advisory Resolution to Approve~~ What is the ~~Compensation~~cost and method of ~~Our Named Executive Officers (page 16)~~soliciting proxies?		~~The Board recommends a vote “FOR” this proposal.~~	We will bear the costs of soliciting proxies. We will also reimburse banks, brokers or other custodians, nominees and fiduciaries representing beneficial owners for their reasonable out-of-pocket expenses incurred in distributing proxy materials to shareholders and obtaining their votes. In addition, our directors, officers and employees may solicit proxies on the Company’s behalf in person, by telephone, or email without additional compensation.
	What happens if the meeting is postponed or adjourned?			Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy at any time before it is voted.


~~Nominee~~		~~Qualifications~~

~~• Adamina Soto- Martínez.~~		~~Financial experience; regulatory experience~~

~~• Jorge L. Fuentes-Benejam~~		~~Public company experience; executive leadership experience~~

~~• Francisco J. Toñarely-Barreto~~		~~Marketing experience; international markets experience; strategic planning experience~~

	Nominees for Group 1, each for a three-year term
	Jorge L. Fuentes-Benejam, PE Director since 2008 Independent Age: 68	Professional background: Mr. Fuentes-Benejam was chair, president and chief executive officer from 1986 until 2010, and is currently chair of Gabriel Fuentes Jr. Construction Co. Inc., a heavy and marine construction business, and of Fuentes Concrete Pile Co. Inc., a precast concrete pile manufacturing business, and related entities. Currently, Mr. Fuentes-Benejam is a member of the board of trustees of Interamerican University of Puerto Rico, Puerto Rico’s largest private university. Mr. Fuentes-Benejam is a NACD Board Leadership Fellow. Qualifications: Mr. Fuentes-Benejam’s broad understanding of Puerto Rico’s business environment, particularly the construction industry—one of the key industries we serve—as well as his considerable management and board experience, which includes his past service on the board of Puerto Rico Cement Company, a former publicly-traded company, provides a wealth of knowledge to us as a public company. Board and Committee positions: Chair of the Corporate Governance and Nominating Committee; member of the Investment and Financing Committee and the Executive Committee.
	Roberto Santa María-Ros Director since 2015 Independent Age: 65	Professional background: Mr. Santa María-Ros was managing partner of the San Juan, Puerto Rico office of Pricewaterhouse Coppers, LLC (PwC), until his retirement in 2012. He joined PwC in 1973 and was admitted to the partnership in 1988. In 2004, he was appointed partner-in-charge of PwC’s audit practice division as well as managing partner of the San Juan Office. Previously, he served solely as managing partner of the San Juan Office from 2008 to 2012. He currently serves as member of the boards of the Ángel Ramos Foundation and of the Puerto Rico chapter of United Way Worldwide. Qualifications: Mr. Santa María-Ros’ vast experience with a major accounting firm and his understanding of accounting and finance principles are strong attributes for our Board. Board and Committee positions: Member of the Audit Committee and the Investment and Financing Committee.
	Cari M. Dominguez, PhD Director since 2012 Independent Age: 67	Professional background: Mrs. Dominguez is president of Dominguez & Associates, a management consulting firm, since 2007. Prior to that, Mrs. Dominguez held several leadership positions in the public and private sectors, including chair of the United States Equal Employment Opportunity Commission from 2001 to 2006, Partner of Heidrick & Struggles, a consulting firm, from 1995 to 1998, Director of Spencer Stuart, a consulting firm, from 1993 to 1995 and Assistant Secretary for Employment Standards, and Director of the Office of Federal Contract Compliance Programs of U.S. Department of Labor, from 1989 to 1993. She also held a series of executive positions with Bank of America from 1984 to 1989. Mrs. Dominguez serves as a director of Manpower Group, Inc., a global workforce solutions provider, since 2007, and is a member of its compensation and human resources committee. She also serves as a trustee of Calvert SAGE Funds since 2008, and a director, faculty member, and Board Leadership Fellow of the NACD. Qualifications: Mrs. Dominguez has extensive experience in government relations and labor markets from her various governmental positions. She also brings executive, international, and operational experience in the human resources industry. Her expertise in workforce preparedness, human resources management, corporate governance, social responsibility, and public policy are of increasing importance to our company. Board and Committee positions: Vice Chair and Lead Independent Director of the Board and Member of the Corporate Governance and Nominating Committee and the Compensation and Talent Development Committee.

	Directors continuing in office Group 2 Directors (terms expire at the 2018 annual meeting)
	Luis A. Clavell-Rodríguez, MD Director since 2006 Not independent Age: 65	Professional background: Dr. Clavell-Rodriguez ~~age 63,~~ is the chief executive officer of the Comprehensive Cancer Center of the University of Puerto Rico since 2015 and chief medical officer and president of the Professional Board at San Jorge Children’s Hospital in San Juan, Puerto Rico since 1994. He is the principal investigator for the Children’s Oncology Group, a clinical trial organization, and the Puerto Rico National Cancer Institute Oncology Community Research Program, organizations sponsored by the National Cancer Institute. He is also a professor of pediatrics and cancer medicine at the University of Puerto Rico’s School of Medicine. He has particular expertise in translational research, and health delivery research and policy. He is a NACD Board Leadership Fellow. Qualifications: Dr. Clavell-Rodriguez’ profound understanding of the managed care business and his more than thirty years of professional experience in the medical field, including the administration of medical facilities and related entities, provide valuable insight for our Board. Board and Committee positions: Chair of the Board and the Executive Committee and member of the Investment and Financing Committee.
	Joseph A. Frick Director since 2013 Independent Age: 64	Professional background: Mr. Frick is currently a senior advisor to Diversified Search, a national executive search firm. From May 2011 to October 2016, he served as executive vice chair of the firm. He is also a board and executive committee member of Independence Blue Cross, a health insurance company, where he previously served as president and chief executive officer from 2005 to 2010 and as senior vice president of human resources and administration from 1993 to 2005. He is member of the board of directors of BioTelemetry, Inc., a publicly-traded company, since October 2013. Before serving in Independence Blue Cross, he worked in various management positions within the publishing and the electronics industries. He also served on the boards of directors of BCBSA and America’s Health Insurance Plans, among others. He is a NACD Board Leadership Fellow. Qualifications: Mr. Frick’s significant experience as an executive and a director in several companies with similar businesses as ours and in a publicly-traded company provides an invaluable perspective to our Board. Committee positions: Member of the Corporate Governance and Nominating Committee and the Compensation and Talent Development Committee.

	Group 3 Directors (terms expire at the 2019 annual meeting)
	David H. Chafey, Jr. Director since 2013 Independent Age: 62	Professional background: Mr. Chafey is a member of the administrative board of the Puerto Rico Dairy Industry Development Fund and director of Industria Lechera de Puerto Rico, Inc. (Indulac) since July 2016. Mr. Chafey was the chair of the board of directors of the Government Development Bank for Puerto Rico from January 2013 to June 2015. Previously, he served as president and chief operating officer of Popular, Inc., a publicly traded financial holding company, from 2009 to 2010, and president of Banco Popular de Puerto Rico, a subsidiary of Popular, Inc., from 2004 to 2010. He also served in various senior executive positions within Popular, Inc., including chief financial officer and executive vice president. Mr. Chafey also served in several boards of directors, including Popular, Inc., VISA Latin American and Caribbean, and VISA International. He is a NACD Board Leadership Fellow. Qualifications: Mr. Chafey’s governmental experience, operational management skills in the banking and financial industry, financial acumen, and executive leadership in a publicly traded company provide critical insight into business and financial matters to our Board. Committee positions: Chair of the Investment and Financing Committee, member of the Audit Committee and the Executive Committee.

	Manuel Figueroa-Collazo, PE, PhD Director since 2004 Independent Age: 65	Professional background: Mr. Figueroa-Collazo is the president of VERNET, Inc., an educational software development company, since 1999. He has over thirty years of experience in senior management positions in the computer, information and telecommunications industries. He was chief executive officer for Lucent Technologies, Mexico and a department head at AT&T Bell Laboratories. He is a NACD Board Leadership Fellow. Qualifications: Mr. Figueroa-Collazo brings to our Board considerable experience in information technology, ~~and~~ international markets, and executive management insight, which is critical to our business. Committee positions: Chair of the Compensation and Talent Development Committee; member of the Corporate Governance and Nominating Committee and the Executive Committee.

	Antonio F. Faría-Soto Director since 2007 Independent Age: 68	Professional background: Mr. Faría-Soto held several senior positions within the commercial and investment banking industry until his retirement in 2006 and prominent positions in the government of Puerto Rico until 2004. He served as chair of the board of directors and chief executive officer of Doral Bank, from 2005 to 2006, and as president of the Government Development Bank for Puerto Rico from 2003 to 2004. He also served as president of the Economic Development Bank for Puerto Rico from 2002 to 2003, and before that, as Commissioner of Financial Institutions of Puerto Rico. He is a NACD Board Leadership Fellow. Qualifications: Mr. Faría-Soto’s broad understanding of the banking and financial industry, government regulation and public affairs, as well as his proven executive leadership provides a valuable perspective to our Board. Board and Committee positions: Chair of the Audit Committee; member of the Investment and Financing Committee and the Executive Committee

	Board composition and structure		·Our Board has currently fixed the number of directors at 10, comprised of three groups. With the passing of Ms. Soto-Martínez on March 28, 2016, the Board currently consists of 9 members. Ms. Soto-Martínez’ seat on the Board remains vacant while the Board considers a candidate for director. ·Positions of chair of the board and chief executive officer are separated.
	Board independence		·7 out of 9 of our current directors are independent. ·Our president and chief executive officer is the only management director. ·The Chair of the Board is not independent. ·The Vice Chair of the Board is our lead independent director and leads in executive sessions with independent directors.
	Board Committees		·Five committees: Audit, Corporate Governance and Nominating, Compensation and Talent Development, Investment and Financing, and Executive. ·Except for the Investment and Financing, and the Executive committees, in which the Chair of the Board is a member, all other committees are composed entirely of independent directors. ·The president and chief executive officer is not appointed as a member of any committee. ·Our Board and its committees have the authority to retain independent advisors.


Director		Audit		Compensation and Talent Development		Corporate Governance and Nominating		Investment and Financing		Executive
Luis A. Clavell-Rodríguez, Chair*								ü	Member	Chair
David H. Chafey, Jr.*	Member^#		ü^$						ü
Cari M. Dominguez*				ü		ü
Antonio F. Faría-Soto*		ü						Chair		üMember
Manuel Figueroa-Collazo* Cari M. Domínguez		Member	Member		Vice Chair
Antonio F. Faría-Soto	Chair			Member	Member
Manuel Figueroa-Collazo		Chair		üMember		Member
Joseph A. Frick		üMember
Joseph A. Frick* Member		ü		ü
Jorge L. Fuentes-Benejam* Fuentes-Benejam						Chair	Member	üMember
Roberto Santa María-Ros	Member^#		ü	Member
~~Ramón M. Ruiz-Comas,~~ Roberto García-Rodríguez, ex-officio *
*Not independent ^#Audit Committee financial expert

	Audit Committee
	Members: Messrs. Faría-Soto (chair), Chafey, and Santa María-Ros
~~Jesús R. Sánchez-Colón~~					ü
Adamina Soto-Martínez*		~~Chair~~^$	ü			ü
Francisco J. Toñarely-Barreto*			ü	ü		The committee assists the Board, among other things, in fulfilling its oversight responsibilities relating to: ·Integrity of the Company’s financial statements; ·Effectiveness of the Company’s internal control over financial reporting; ·Selection of the independent registered public account firm; ·Performance of the Company’s internal audit function and independent registered accounting firm; and ·Company compliance with laws and regulations.

	Compensation and Talent Development Committee
	Members: Messrs. Figueroa-Collazo (chair), and Frick, and Mrs. Dominguez			The committee is responsible, among other things, for the following matters: ·Reviewing the compensation plan of our non-employee directors and making recommendations to the Board with respect to such compensation; ·Evaluating the policies, program design and structure of, and reviewing and approving annual performance objectives relevant to, the compensation of the executive officers of the Company; ·Overseeing the administration of and compliance with the Company’s incentive compensation plans, and making recommendations to the Board with respect to awards under such plans; and ·Overseeing the Board’s annual review of succession planning with respect to our chief executive officer and other senior executives.

	Corporate Governance and Nominating Committee
	Members: Messrs. Fuentes-Benejam (chair), Figueroa-Collazo, Frick, and Mrs. Dominguez			The committee is responsible, among other things, for the following matters: ·Recommending to the Board the criteria for the selection of individuals qualified to serve as directors; ·Identifying individuals qualified to serve on the Board consistent with criteria approved by the Board; ·Recommending the Board nominees for election as directors at any meeting of shareholders; ·Developing and recommending to the Board a set of corporate governance principles; ·Reviewing our corporate governance guidelines, our Code of Ethics, committee charters and other corporate documents and recommending changes to the Board, consistent with best practices; ·Overseeing compliance with our corporate governance guidelines and practices, compliance with our Code of Ethics and director’s independence requirements; and ·Overseeing of the enterprise risk management program.