EX-10 7 fbp09302022x10q101.htm EXHIBIT 10.1
1
EXHIBIT
10.1
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
2022,
the
Committee
engaged
Pearl
Meyer
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
September 29, 2022,
the Board of
the Corporation approved
changes to the
compensation for
non-employee directors,
effective October 1,
2022. 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;
●
$5,000 additional annual cash retainer for the Chair of the Trust,
and 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;
●
$6,000 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,
and
Credit
Committees, other than the Chair of such committees who receive the previously
identified cash retainer.
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.