EX-10.17 3 exhibit1017.htm EX-10.17
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.