Daniel Frye
FIRST BANCORP /PR/About Daniel E. Frye
Independent director of First BanCorp (FBP) since August 2018; age 70. Former Special Advisor and Area Director at the FDIC with over 43 years in banking, including acting Regional Director for the FDIC’s New York Region and leadership of risk management supervision for six New England states. The Board has formally determined he is independent and granted a waiver to its age-70 director retirement guideline to permit his continued service. Beneficial ownership totals 17,854 FBP shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Deposit Insurance Corporation (FDIC) | Special Advisor | Aug 2014–Dec 2016 | Senior advisory on supervisory programs and risk; supported enterprise risk oversight across bank portfolios. |
| FDIC | Area Director, Boston Area Office | 2002–Aug 2014 | Directed risk management supervision for six New England states; led examiner teams and risk programs. |
| FDIC | Acting Regional Director, New York Region | ~2 years within 2002–2014 | Oversaw both risk management and consumer protection supervisory programs. |
| FDIC | Bank Examiner, Regional Manager (earlier roles) | Various prior to 2002 | On-the-ground examination and regional risk leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shinhan Bank America (privately held) | Independent Director | Since Apr 2017 | Board-level risk oversight; committee details not disclosed. |
Board Governance
- Independence and engagement: Board determined Frye is independent under NYSE, SEC, and FBP principles; independent directors meet regularly in executive session. He attended the 2024 Annual Meeting and participated in 100% of Board meetings in 2024.
- Committee assignments: Member, Audit Committee; Member, Risk Committee.
- Committee activity: Audit Committee met 17 times in 2024; Risk Committee met 9 times; each current director participated in at least 75% of their committee meetings. Frye is listed among signatories of the Audit Committee’s report.
- Leadership structure: Independent Chair separate from CEO; frequent executive sessions and robust risk oversight through Board committees.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 101,000 | 40,000 | 189 | 141,189 | Restricted stock award effective Sept 30, 2024; grant-date fair value per ASC 718. |
- Director compensation structure (effective Jan 1, 2025): Annual retainer $75,000 cash plus $40,000 restricted stock; committee member retainers include $10,000 for Audit and $10,000 for Risk. Chairs receive higher retainers (e.g., Audit/Credit/Risk chair $25,000).
Performance Compensation
- Not applicable. FBP non-management director pay comprises cash retainers and time-based restricted stock; no disclosed performance-based equity or cash metrics for directors.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Shinhan Bank America | Private | Independent Director | No related-person transactions over $120,000 disclosed for 2024; FBP policy requires insider lending/transactions on ordinary-course, non-preferential terms with Board oversight per Regulation O. |
Expertise & Qualifications
- Deep regulatory risk expertise: Former FDIC Special Advisor/Area Director; extensive oversight of risk management, financial reporting, and supervisory programs.
- Financial services and risk management leadership: Experience across risk identification, measurement, and mitigation aligned with FBP’s enterprise risk framework.
- Audit and financial literacy: Service on Audit Committee; contributor to Audit Committee report.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 17,854 shares | Includes shares with right to acquire within 60 days and restricted shares subject to forfeiture. |
| Ownership as % of shares outstanding | ~0.0109% | 17,854 / 163,126,093 shares outstanding . |
| Unvested restricted shares | 1,889 | Restricted stock held as of Dec 31, 2024; subject to vesting. |
| Vested/unrestricted shares (approx.) | 15,965 | 17,854 total minus 1,889 restricted . |
| Pledging/hedging | Prohibited | Directors are prohibited from pledging FBP securities or engaging in hedging/short sales. |
| Ownership guideline | 4× annual retainer | All directors are in compliance with the guideline. |
Governance Assessment
- Strengths: Independence affirmed; 100% Board meeting attendance; service on both Audit and Risk Committees enhances Board oversight of financial reporting and enterprise risk; compliance with stock ownership guidelines; prohibitions on pledging/hedging support alignment; no related-party transactions over $120,000 in 2024.
- Board effectiveness signals: Independent Chair; frequent executive sessions; robust committee work (Audit met 17x; Risk met 9x), and clearly articulated risk oversight responsibilities.
- RED FLAGS / watch items: Retirement-age waiver specifically granted for Frye to stand for election despite age 70; this is disclosed and Board-managed, but merits continued succession planning focus.
- Compensation alignment: Director pay is modest and formulaic (cash + time-based equity) with no performance levers, limiting pay-for-performance concerns at the director level; company-level executive incentive programs feature balanced scorecards and clawbacks, indicating broader governance rigor.
Overall, Frye’s FDIC background and dual committee service bolster risk and audit oversight at FBP. The age-waiver disclosure is transparent; with strong attendance and independence, his profile supports investor confidence in board risk governance.