EX-10 7 fbp09302022x10q101.htm EXHIBIT 10.1 fbp09302022x10q101
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.