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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:
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$400,000 annual cash retainer for his services as the non-management Chairman of the Board of the Corporation and
FirstBank Puerto Rico; and
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$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:
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$25,000 additional annual cash retainer for the Chair of the Audit, Credit and Risk Committees;
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$15,000 additional annual cash retainer for the Chair of the Compensation and Benefits Committee;
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$12,500 additional annual cash retainer for the Chair of the Corporate Governance and Nominating Committee;
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$5,000 additional annual cash retainer for the Chair of the Trust, and Asset/Liability Committees;
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$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;
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$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;
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$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
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$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 an investment position in our Common Stock having a market value
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holdequivalent 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.