Popular 10K 2024 Annual report | BPOP Filing

EXHIBIT 97.1

COMPENSATION RECOUPMENT POLICY

Responsible Unit: Our People Corporate Services

Data Classification Level: 4 - Public

Adoption Date: June 23, 2023

Approved by the Board of Directors:

December 19, 2024

COMPENSATION RECOUPMENT POLICY

POLICY PURPOSE

Popular,

Inc. (the “Corporation

”) has adopted

this Compensation

Recoupment Policy

(this “Policy”)

to provide

for the recovery

or “clawback” of

excess Incentive-Based Compensation

earned by current or

former Executive

Officers of the Corporation in the event of a required Restatement and to provide for

the recovery or “clawback”

Covered

Awards

earned

current

former

Covered

Employees

the

Corporation

the

event

Misconduct (each, as defined under Section II of this Policy).

This Policy is

intended to comply

with the requirements

of Rule 10D-1

of the Securities

Exchange Act of

1934

and

the Nasdaq

Stock Market

(“Nasdaq”)

Listing Rule

5608

(the “Listing

Standard”).

the extent

that any

provision in this Policy is ambiguous as to

its compliance with the Listing Standard or to the

extent any provision

this

Policy

must

modified

comply

with

the

Listing

Standard,

such

provision

will

read,

will

modified, as

the case

may be,

in such

a manner

so that

all applicable

provisions under

this Policy

comply with

the Listing Standard.

II.

DEFINITIONS

Unless the context otherwise requires, the following definitions apply for

purposes of this Policy:

“Board” means the Board of Directors of the Corporation.

“Committee”

means the Talent and

Compensation Committee of the Board.

“Covered Award

”

means any annual or long-term

cash, equity or equity-based incentive

or bonus compensation

paid, provided or awarded to any Covered Employee.

“Covered Employee” means

an Executive Officer

and any other employee

who is designated

by the Committee

as a Covered Employee for purposes of this Policy,

as determined from time to time.

“Executive Officer”

means the

Corporation’s

president, principal

financial officer,

principal accounting

officer

(or if there is no such

principal accounting officer, the controller), any vice president of the Corporation in charge

of a principal business unit, division, or function (such

as sales, administration, or finance), any other officer who

performs a

policy-making

function, or

any other

person who

performs similar

policy-making

functions for

the

Corporation.

Executive

officers

the

Corporation’s

subsidiaries

are

deemed

Executive

Officers

the

Corporation

they

perform

such

policy-making

functions

for

the

Corporation.

Policy-making

function

is not

intended

to include

policy-making

functions

that are

not significant.

Identification of

an Executive

Officer

for

purposes of this

Policy will include

at a minimum

executive officers

identified pursuant

to 17 CFR

229.401(b).

For purposes of

this Policy,

Executive Officers

are those persons

designated by the

Board as the

policy-making

officers of the Corporation for purposes of Section 16 of the Securities Exchange

Act of 1934 from time to time.

“Financial Reporting

Measures” means

any of

the following: (i)

measures that

are determined

and presented

accordance

with

the

accounting

principles

used

preparing

the

Corporation’s

financial

statements,

and

any

measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR (as defined below).

A Financial Reporting

Measure need not be

presented within the

Corporation’s

financial statements or

included

in a filing with the SEC.

“Incentive-Based Compensation”

means any compensation

that is granted,

earned, or vested

based wholly or

part upon the

attainment of a

Financial Reporting Measure.

Examples of compensation that

is not Incentive-Based

Compensation under this Policy

include, but are not limited to: (i)

salaries (a salary increase earned

wholly or in

part based on

the attainment of a

Financial Reporting Measure

is subject to a

recovery); (ii) bonuses

paid solely

the

discretion

the

Committee

the

Board

that

are

not

paid

from

“bonus

pool”

that

determined

satisfying a Financial Reporting Measure performance goal; (iii) bonuses paid solely upon

satisfying one or more

subjective

standards

(e.g.,

demonstrated

leadership)

and/or completion

of a

specified

employment

period; (iv)

non-equity

incentive

plan

awards

earned

solely

upon

satisfying

one

strategic

measures

(e.g.,

consummating

merger

divestiture),

operational

measures

(e.g.,

opening

specified

number

offices,

completion of

a project,

increase in

market share);

and (v)

equity awards

for which

the grant

is not

contingent

upon

achieving

any

Financial

Reporting

Measure

performance

goal

and

vesting

contingent

solely

upon

completion of a specified employment period and/or attaining one or

more nonfinancial reporting measures.

“Misconduct” means (A)

the Covered Person’s

willful violation of federal,

state or local law,

rule or regulation,

either

case,

that

causes material

financial

or reputational

harm

to the

Corporation

any

of its

affiliates

subsidiaries; (B) the material breach by the Covered Person of any written policy

of the Corporation or covenant

between the Corporation

and the Covered Person;

willful or reckless disclosure

of the

Corporation’s

confidential

information

or trade

secrets;

(D)

the

Covered

Person’s

commission

act

fraud, dishonesty

or recklessness in

the performance

of the Covered

Person’s

duties, which

is not in

good faith

and which

subjects the

Corporation or

its affiliates

or subsidiaries

to excessive

risk, financial loss

or materially

disrupts, damages, impairs or interferes with the business of the Corporation

and its affiliates or subsidiaries.

“SEC” means the Securities and Exchange Commission.

“TSR” means total shareholder return.

III.

RECOUPMENT IN THE EVENT OF RESTATEMENT

POLICY WITH RESPECT TO RECOUPMENT DUE TO

RESTATEMENT

The

Corporation

shall

recover

reasonably

promptly

the

amount

erroneously

awarded

Incentive-Based

Compensation in

the event that

the Corporation

is required to

prepare an accounting

restatement due to

the

material

noncompliance

the

Corporation

with

any

financial

reporting

requirement

under

the

securities

laws,

including

any

required

accounting

restatement

correct

error

previously

issued

financial

statements that

is material

to the

previously

issued financial

statements, or

that would

result in

a material

misstatement

the

error

were

corrected

the

current

period

left

uncorrected

the

current

period

“Restatement”). Examples

of changes

to the

Corporation’s

financial statements

that do

not represent

error

corrections and will not trigger the application of

this Policy include, but are not limited to: (i) retrospective

application of a change in accounting principle; (ii) retrospective revision to reportable segment information

due to a change in the structure

of an issuer’s internal organization;

(iii) retrospective reclassification due to

discontinued

operation;

(iv)

retrospective

application

change

reporting

entity,

such

from

reorganization

entities

under

common

control;

(v)

retrospective

adjustment

provisional

amounts

connection with

a prior business

combination; and

(vi) retrospective

revision for

stock splits, reverse

stock

splits, stock dividends or other changes in capital structure.

The Corporation shall recover

erroneously awarded Incentive-Based

Compensation in compliance

with this

Policy, except to

the extent provided under Section III.E. of this Policy.

SCOPE OF APPLICATION

Persons Covered

and Recovery

Period.

Recoupment under

this Section

III applies

to all

Incentive-Based

Compensation received by a person:

●

after beginning service as an Executive Officer,

●

who served as an Executive

Officer at any time during the

performance period for that Incentive-Based

Compensation,

●

while the Corporation has a class of securities listed on Nasdaq, and

●

in the case of a Restatement, during the

three completed fiscal years immediately preceding the date that

the Corporation is required to prepare a Restatement (the “Recovery

Period”).

Notwithstanding

this

look-back

requirement,

the

Corporation

only

required

apply

this

Policy

Incentive-Based Compensation received on or after October 2, 2023.

For purposes of this Policy, Incentive-Based Compensation shall be deemed

“received” in the Corporation’s

fiscal period

during which

the Financial

Reporting Measure

(as defined

herein) specified

in the

Incentive-

Based Compensation

award is attained,

even if

the payment or

grant of

the Incentive-Based

Compensation

occurs after the end of that period.

Transition Period.

In addition

to the

Recovery Period,

in the case

of a Restatement,

this Policy

applies to

any

transition

period

(that

results

from

change

the

Corporation’s

fiscal

year)

within

immediately

following

the Recovery

Period (a

“Transition

Period”), provided

that a

Transition

Period between

the last

day of the

Corporation’s previous

fiscal year end

and the first day

of the Corporation’s

new fiscal year that

comprises a period of nine to 12 months will be deemed a completed fiscal year.

Determining Recovery

Period.

For purposes

of determining

the relevant

Recovery Period

in the

case of

Restatement, the date that the Corporation is required to prepare the Restatement

is the earlier to occur of:

●

the date the Board, a

committee of the Board, or the officer

or officers of the

Corporation authorized to

take such

action if

Board action

is not

required, concludes,

or reasonably

should have

concluded, that

the Corporation is required to prepare a Restatement, and

●

the

date

court,

regulator,

other

legally

authorized

body

directs

the

Corporation

prepare

Restatement.

For

clarity,

the

Corporation’s

obligation

recover

erroneously

awarded

Incentive-Based

Compensation

under this Policy is not dependent on if or when a Restatement is filed.

AMOUNT SUBJECT TO RECOVERY

Recoverable Amount - Restatement.

The amount of Incentive-Based Compensation subject

to recovery

under this Policy in the case of a Restatement is the amount

of Incentive-Based Compensation received

that exceeds the amount of Incentive-Based Compensation that otherwise

would have been received had

it been determined based on the restated amounts, computed without regard

to any taxes paid.

Covered Compensation

Based on

Stock Price

or TSR.

For Incentive-Based

Compensation

based on

stock

price

TSR, where

the

amount

erroneously

awarded

Incentive-Based

Compensation

is not

subject to

mathematical

recalculation

directly from

the information

in a

Restatement, the

recoverable

amount

shall

determined

the

Committee

based

reasonable

estimate

the

effect

the

Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received.

such

event,

the

Corporation

shall

maintain

documentation

the

determination

that

reasonable

estimate and provide such documentation to Nasdaq.

METHOD OF RECOVERY

Without

limiting

anything

this

Section

III,

the

Committee

will

have

discretion

determining

how

accomplish recovery

of erroneously

awarded Incentive-Based

Compensation under

this Policy in

the event of

Restatement, recognizing that different means of recovery

may be appropriate in different circumstances.

EXCEPTIONS

The Corporation shall recover erroneously awarded Incentive-Based Compensation

in compliance with this

Policy except to the extent that the conditions set out below are met and

the Committee has made a

determination that recovery would be impracticable:

Direct Expense Exceeds Recoverable Amount.

The direct expense paid to a third party to assist in

enforcing this Policy would exceed the amount to be recovered; provided, however,

that before concluding

it would be impracticable to recover any amount of erroneously awarded Incentive

-Based Compensation

based on expense of enforcement, the Corporation shall make a reasonable

attempt to recover such

erroneously awarded Incentive-Based Compensation, document such

reasonable attempt(s) to recover, and

provide that documentation to Nasdaq.

Recovery from Certain Tax

-Qualified Retirement Plans.

Recovery would likely cause an otherwise tax-

qualified retirement plan, under which benefits are broadly available to employees

of the Corporation, to

fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a)

and regulations thereunder.

PROHIBITION AGAINST INDEMNIFICATION

Notwithstanding the

terms of any

indemnification arrangement

or insurance policy

with any individual

covered

by this Policy, the Corporation shall not indemnify any Executive Officer or former

Executive Officer against the

loss

erroneously

awarded

Incentive-Based

Compensation.

addition,

the

Corporation

may

not

pay

reimburse an

Executive Officer

for premiums

for a

third-party insurance

policy to

fund any

potential recovery

obligations under this Policy.

DISCLOSURE

The Corporation shall file all disclosures with respect to recoveries of Incentive

-Based Compensation under this

Policy in accordance with the requirements of the U.S. Federal securities laws, including

the disclosure required

by the applicable SEC filings.

IV.

RECOUPMENT IN EVENT OF MISCONDUCT

POLICY WITH RESPECT TO RECOUPMENT DUE TO

MISCONDUCT

the

Committee

determines,

its

sole

discretion,

that

act

omission

Covered

Employee

that

constitutes

Misconduct

has

occurred,

the

Committee

may

determine

that

the

Corporation

recover

all

any

portion of (A) any

outstanding and unpaid or

unsettled Covered Award (whether or not vested) that

was awarded

to a

Covered Employee

and (B)

any Covered

Award

that was

paid to

or received

by a

Covered Employee,

each case, during the

12 month period

preceding the date

of the Misconduct,

or the date

the Corporation becomes

aware of such Misconduct, as determined by the Committee in its sole discretion.

Notwithstanding anything herein to the

contrary, the Committee retains the sole

discretion to determine whether,

and to

what extent,

to enforce

such recoupment,

repayment or

forfeiture upon

consideration of

each situation

based on

its individual

facts and

circumstances and

may make

determinations that

are not

uniform among

the

Covered Employees.

SCOPE OF APPLICATION

Recoupment under this Section IV applies to all Covered Awards

received by a Covered Employee:

●

after beginning service as a Covered Employee; and

●

who served as a Covered Employee at any time during the performance period for that

Covered

Award.

ADMINISTRATION

The Committee shall oversee compliance with this Policy and

perform the obligations assigned thereto under this

Policy. Any determinations of the Committee will be final, binding

and conclusive and need not be uniform with

respect to each individual covered by this Policy.

Our

People

Corporate

Services

Division

responsible

for

carrying

out

this

Policy

and

administering

any

recoupments

thereunder,

subject to

Committee oversight.

Our People

Corporate

Services Division

shall notify

the Chief Legal Officer and the Comptroller of any recoupments

made under this Policy.

The Comptroller Division shall promptly notify the Our People Corporate Services Division and the Chief Legal

Officer of any Restatement.

Subject to Section IX, the Committee

may amend this Policy from

time to time and may terminate

this Policy at

any time,

in each case

in its sole

discretion and

in accordance

with the

Nasdaq Listing

Standard and

applicable

law.

VI.

EFFECTIVENESS; OTHER RECOUPMENT RIGHTS

This Policy shall be effective as of October 2, 2023.

Any right of recoupment under this Policy is in addition to,

and not

in lieu

of, any

other remedies

or rights

of recoupment

that may

be available

to the

Corporation and

its

subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision

in any employment agreement, equity award agreement or similar agreement.

VII.

NON-COMPLIANCE NOTIFICATIONS

Any violation

of this Policy

must be reported

immediately to the

Corporation’s

Chief Legal Officer.

Violations

may

also

reported

the

Corporation’s

Corporate

Ethics

Officer

anonymously

through

EthicsPoint

www.popular.com/ethicspoint

-en

(English),

www.popular.com/ethicspoint

(Spanish),

calling

-866-737-

6813 from Puerto

Rico, the United

States or the

U.S. Virgin

Islands; 1-833-416-6777

from Puerto

Rico; 1-833-

439-1392

from

the

British

Virgin

Islands;

01-800-519-0915

from

Colombia

and

0-800-032-0441

from

Costa

Rica.

VIII.

SANCTIONS

Failure by

the Corporation

to comply with

the disclosure

and recovery

provisions of

this Policy

with respect to

Incentive-Based Compensation

may subject

the Corporation

to delisting

from Nasdaq

and SEC penalties.

Non-

compliance with this Policy by

any officer or employee may subject

the officer or employee to

disciplinary action

by the Corporation, up to and including termination for cause. Non-compliance

may also constitute violations of

law subject to investigation, and in some cases may carry civil or criminal prosecution

and sanctions.

IX.

REVIEW OF POLICY

The Our People Corporate Services division, in consultation with the Chief Legal Officer of the Corporation will

review this Policy on an annual basis and recommend such revisions or amendments, if any, to the Committee as

deemed necessary or

appropriate. The Committee

shall review and

approve any revisions

to this

Policy and submit

it to the Board for ratification, annually.

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