Revised Non-Management and Non-Employee Directors of the Board of Directors Compensation Structure

Contract Categories: Human Resources - Compensation Agreements
EX-10.17 3 exhibit1017.htm EX-10.17 exhibit1017
 
 
1
EXHIBIT
 
10.17
Revised Non-Management and Non-Employee Directors
 
of the Board of Directors Compensation Structure
On
 
March
 
18,
 
2020,
 
the
 
Board
 
of
 
Directors
 
(the
 
“Board”)
 
of
 
First
 
BanCorp
 
(the
 
“Corporation”),
 
upon
 
the
 
recommendation
 
of
 
the
Compensation
 
and
 
Benefits
 
Committee
 
(the
 
“Committee”),
 
approved
 
a
 
forward
 
plan
 
with
 
respect
 
to
 
the
 
compensation
 
structure
 
for
Roberto
 
R.
 
Herencia,
 
until
 
reaching
 
a
 
total
 
of
 
$500,000
 
by
 
the
 
end
 
of
 
2022
 
and
 
onward.
 
Following
 
is
 
a
 
description
 
of
 
the
compensation structure for Mr. Herencia:
●
$400,000 annual cash retainer for his services as the non-management
 
Chairman of the Board of the Corporation and
FirstBank Puerto Rico; and
 
●
$100,000 in a restricted stock grant in September of each year,
 
subject to a twelve-month vesting period.
 
Mr.
 
Herencia
 
does
 
not
 
receive
 
any
 
additional
 
compensation
 
for
 
his
 
duties
 
and
 
responsibilities
 
as
 
chair
 
or
 
member
 
of
 
any
 
of
 
the
Corporation’s Board committees.
 
In
 
2024,
 
the
 
Committee
 
engaged
 
Pearl
 
Meyer
 
&
 
Partners
 
as
 
an
 
independent
 
consultant
 
to
 
evaluate
 
the
 
competitiveness
 
of
 
the
Corporation’s
 
Director
 
compensation
 
program
 
and,
 
based
 
on
 
the
 
results
 
of
 
the
 
competitive
 
analysis
 
provided
 
and,
 
upon
 
the
recommendation
 
of the
 
Committee, on
 
December 19,
 
2024, the
 
Board of
 
the Corporation
 
approved changes
 
to the
 
compensation for
non-employee directors, effective
 
January 1, 2025.
 
In this regard, the
 
Board approved increases in
 
the additional annual
 
cash retainers
relating to certain of the Board committees. Following is a description of the compensation
 
structure for non-employee directors:
 
Each director is paid fees for services
 
as a Director in a total amount equal
 
to $115,000 per year (such
 
amount, the “Annual Fee”). The
Annual
 
Fee
 
is payable
 
$75,000
 
in
 
cash (the
 
“Annual
 
Retainer”)
 
and
 
$40,000
 
in the
 
form
 
of
 
an annual
 
grant
 
of
 
restricted
 
stock
 
(the
“Restricted
 
Stock”),
 
under
 
the
 
First
 
BanCorp
 
Omnibus
 
Incentive
 
Plan,
 
as
 
amended.
 
The
 
Annual
 
Retainer
 
shall
 
be
 
paid
 
in
 
equal
installments on
 
a monthly
 
basis over
 
a twelve-month
 
period. The
 
Restricted Stock
 
shall be
 
subject to
 
a twelve-month
 
vesting period.
In
 
addition,
 
the
 
Directors
 
receive
 
additional
 
compensation in
 
the form
 
of retainers
 
depending
 
upon
 
the Board
 
committees on
 
which
they serve, as follows:
 
●
$25,000 additional annual cash retainer for the Chair of the Audit, Credit and Risk Committees;
 
●
$15,000 additional annual cash retainer for the Chair of the Compensation and Benefits
 
Committee;
 
●
$12,500 additional annual cash retainer for the Chair of the Corporate Governance
 
and Nominating Committee;
 
●
$15,000 additional annual cash retainer for the Chair of the Asset/Liability Committees;
 
●
$10,000 additional annual cash retainer for each member of the Audit Committee,
 
other than the Chair of such committee
who receive the previously identified cash retainer;
 
●
$6,500 additional annual cash retainer for each member of the Compensation
 
and Benefits Committee, other than the Chair of
such committee who receive the previously identified cash retainer;
 
●
$10,000 additional annual cash retainer for each member of the Risk Committee, other
 
than the Chair of such committee who
receive the previously identified cash retainer; and
●
$5,000 additional annual cash retainer for each member of the Corporate
 
Governance and Nominating, other than the Chair
of such committees who receive the previously identified cash retainer.
●
$10,000 additional annual cash retainer for each member of the Credit Committee, other
 
than the Chair of such committee
who receive the previously identified cash retainer.
●
$6,000 additional annual cash retainer for each member of the Asset/Liability
 
Committee, other than the Chair of such
committee who receive the previously identified cash retainer.
 
 
2
On March
 
24, 2022,
 
the Board
 
approved the
 
amendment to
 
the Director
 
Stock Ownership
 
Guidelines (the
 
“Guidelines”), pursuant
 
to
which non-management directors
 
are expected to hold
 
an investment position in
 
our Common Stock having
 
a market value equivalent
to four times the Annual
 
Retainer. Directors
 
are required to achieve
 
the ownership goal within
 
five years after the
 
Board’s adoption
 
of
the amended Guidelines or the director’s initial appointment to
 
the Board, whichever is later.