Felix Villamil
FIRST BANCORP /PR/About Félix M. Villamil
Independent director of First BanCorp (FBP) since October 2020; age 63. Career spans >35 years in financial services and technology, including CEO/Director of Evertec, Inc. (2010–2012), Vice Chair (2012–2013), senior roles at Banco Popular de Puerto Rico (operations, retail, credit risk, internal audit), and director roles at Santander BanCorp and Banco Santander Puerto Rico (2018–Sep 2020). Active on audit and risk committees in prior roles; currently serves as a member of FBP’s Risk and Audit Committees. Designated independent under NYSE, SEC and company independence principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evertec, Inc. (NYSE: EVTC) | CEO & Director; Vice Chair | CEO & Director: Sep 2010–Feb 2012; Vice Chair: 2012–2013 | Led spin-out from Popular, Inc. to an independent payments processor; executive leadership in operations and technology . |
| Banco Popular de Puerto Rico | EVP Operations; SVP Retail; SVP Credit Risk Management; General Auditor | 1990–2004 | Senior leadership across operations, retail banking, credit risk, and audit functions . |
| Santander BanCorp & Banco Santander Puerto Rico | Director | 2018–Sep 2020 | Member of Risk and Audit Committees . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| V. Suárez & Company (private) | Director | Since 2017 | Audit Committee; Information Technology Committee . |
| Sacred Heart University (PR) | Trustee | Since 2010 | Chair, Governance Committee; former Vice Chair and Audit Committee Chair . |
Board Governance
- Committee assignments: Member, Risk Committee; Member, Audit Committee .
• Risk Committee met 9 times in FY 2024; Audit Committee met 17 times . - Independence: Board determined Villamil is independent (NYSE/SEC/company standards) .
- Attendance/engagement: Board met 9 times in FY 2024; each current director participated in 100% of Board meetings; each director participated in at least 75% of the committee meetings of the committees on which they served; all nine directors attended the 2024 Annual Meeting .
- Director stock ownership guidelines: Non-management directors must hold 4× annual retainer within 5 years; all directors are currently in compliance .
- Hedging/pledging: Directors are prohibited from pledging FBP securities and from hedging/shorting; insider trading policy enforced .
Fixed Compensation
Director compensation for Villamil (cash retainer and other cash):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,833 | $86,250 | $90,000 | $90,000 |
| All Other Compensation ($) | $171 | $171 | $171 | $189 |
| Total ($) | $121,004 | $126,421 | $130,171 | $130,189 |
Notes: “All Other Compensation” reflects life insurance policy premiums paid by FBP for directors .
Performance Compensation
Annual restricted stock awards (director equity):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Stock Awards ($) | $40,000 | $40,000 | $40,000 | $40,000 |
| Grant Date | Oct 30, 2021 | Oct 30, 2022 | Oct 30, 2023 | Oct 30, 2024 |
| Award Type | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock |
No director performance metrics (e.g., TSR, EBITDA) are tied to Villamil’s equity awards per proxy disclosures; awards are disclosed as restricted stock grants with fair value amounts .
Other Directorships & Interlocks
- Public company boards (current/past): Director/Vice Chair at Evertec, Inc. (public) in 2010–2013; Director at Santander BanCorp and Banco Santander Puerto Rico (2018–Sep 2020) .
- Interlock context: FBP acquired Banco Santander Puerto Rico in Oct 2020 (transaction noted under CEO biography), after Villamil’s service ended in Sep 2020, reducing overlap risk; independence affirmed by the Board .
- Related-party transaction oversight: Any related person transactions are subject to Audit Committee/Board review under FBP’s policy and Regulation O; no independence impairments indicated for Villamil .
Expertise & Qualifications
- Financial services and technology leadership (payments processing at Evertec; banking operations, risk, audit at Banco Popular) .
- Audit and risk oversight experience (committee service at Santander entities; current member of FBP Audit and Risk Committees) .
- Puerto Rico market knowledge and corporate operations across consumer and corporate banking .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (shares) | 17,214 |
| Unvested restricted stock (shares) | 2,061 (subject to forfeiture under Omnibus Incentive Plan) |
| Estimated vested/direct shares | 15,153 (17,214 − 2,061) |
| % of shares outstanding | ~0.0106% (17,214 ÷ 163,126,093) |
| Ownership guideline status | In compliance (directors must hold 4× annual retainer) |
| Pledging/hedging | Prohibited for directors |
Governance Assessment
-
Strengths:
• Independence confirmed; sits on core oversight committees (Audit, Risk), enhancing board effectiveness .
• Strong attendance and engagement (100% Board meetings; ≥75% committee participation; attended 2024 Annual Meeting) .
• Ownership alignment via director stock ownership guidelines; currently compliant; hedging/pledging prohibited .
• Relevant domain expertise (payments technology and banking risk/operations) supports Audit/Risk committee effectiveness . -
Potential conflicts/monitoring points:
• Prior directorship at Banco Santander Puerto Rico (2018–Sep 2020); FBP acquired Banco Santander PR in Oct 2020—timing reduces overlap, but investors may monitor ongoing banking relationships; Audit Committee policy governs any related-party transactions .
• External private company role at V. Suárez & Company (large distributor) could intersect with banking services; company policy requires disclosure/review of any related-person transactions .
Overall, disclosures indicate strong independence, high engagement, appropriate committee placements, and alignment via equity ownership, with no specific related-party transactions identified in the proxy that would impair independence .