Orlando Berges
FIRST BANCORP /PR/About Orlando Berges
Executive Vice President & Chief Financial Officer (CFO) of First BanCorp (FBP) since August 2009; previously Interim Chief Accounting Officer (Feb 2020–Oct 2021). Age 67. Certified Public Accountant; member of AICPA and Puerto Rico Society of CPAs . Under his finance leadership, FBP delivered 2024 revenues of $938M, GAAP net income of $298.7M, ROAA 1.58%, efficiency ratio 51.92%, and net interest margin 4.25% . Pay-versus-performance disclosures show cumulative TSR value of an initial $100 investment reaching $206 by 2024, with non-GAAP pre-tax, pre-provision income of $451.1M and GAAP net income of $298.7M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First BanCorp. | EVP & CFO | Aug 2009–Present | Leads finance, treasury, ALM, investor relations; capital deployment, expense discipline, and reporting . |
| First BanCorp. | Interim Chief Accounting Officer | Feb 2020–Oct 2021 | Stabilized accounting leadership during transition . |
| Banco Popular de Puerto Rico (Popular, Inc.) | EVP Administration | May 2004–May 2009 | Supervised finance, operations, real estate and admin across PR and US markets . |
| Banco Popular de Puerto Rico | Regional Manager, branch network | Oct 2001–Apr 2004 | Retail network leadership and performance . |
| Banco Popular North America (Popular, Inc.) | EVP & Chief Financial, Operations & Administration Officer | Jan 1998–Sep 2001 | Oversaw finance, operations and admin across US footprint . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| First Federal Finance LLC d/b/a Money Express | Board of Managers | Current | Subsidiary governance . |
| First Management of Puerto Rico, L.L.C. | Board of Managers | Current | Subsidiary governance . |
| FirstBank Insurance Agency, LLC | Board of Managers | Current | Subsidiary governance . |
| FB Private Equity Fund LLC | Board of Managers | Current | Subsidiary governance . |
| FB Opportunity Zone Fund LLC | Board of Managers | Current | Subsidiary governance . |
| FirstBank Overseas Corp. | Director | Current | Subsidiary bank board . |
| First Mortgage, Inc. | Director | Aug 2009–Dec 2014 | Subsidiary director . |
| Professional Affiliations | AICPA; Puerto Rico Society of CPAs | Ongoing | CPA credentials & professional standards . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 600,000 |
| Bonus (Christmas) ($) | 1,200 | 1,200 | 1,200 |
| All Other Compensation ($) | 13,192 | 13,958 | 17,722 |
| Total Cash ($) | 614,392 | 615,158 | 618,922 |
| Notes | Defined Contribution Plan company contribution $5,383; company-owned vehicle $6,117; memberships & dues $5,460; life insurance premium $762 (2024) . Target annual bonus opportunity increased from 50% to 60% of base (effective for 2024 performance, paid 2025) . |
Performance Compensation
Short-Term Incentive (2024)
| Metric | CFO Weighting (% of Base) | Target | Actual | Payout (% of Base) | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Earnings Per Share | 15.0% | $1.64 | $1.81 | 18.89% | 113,340 | Cash (annual) |
| Pre-tax, Pre-Provision Income (PTPP) | 15.0% | $455.77M | $451.13M | 14.62% | 87,720 | Cash (annual) |
| Non-Performing Asset Ratio | 9.0% | 0.92% | 0.61% | 13.50% | 81,000 | Cash (annual) |
| Efficiency Ratio | 9.0% | 52.39% | 51.92% | 9.21% | 55,260 | Cash (annual) |
| Individual Performance | 12.0% | Goals set | Achieved | 12.00% | 72,000 | Cash (annual) |
| Total | 60.0% Target | — | — | 68.22% | 409,268 | Paid 2025 for 2024 |
Notes: Corporate target achievement percentages: EPS 110%, PTPP 99%, NPA 134%, Efficiency 101% . Clawback applies for restatements, fraud or gross misconduct .
Long-Term Incentives (2024 grants; granted 3/21/2024)
| Type | Target (% of Base) | Grant Date | Shares | Grant-date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|---|
| Restricted Stock (RSU) | 45.0% | 3/21/2024 | 15,562 | 270,001 | Time-based | 50% on 3/21/2026; 50% on 3/21/2027 |
| Performance Shares (PSU) | 45.0% | 3/21/2024 | Target 15,561; threshold 7,781; max 23,342 | 286,166 | 50% TBV per share target $15.51; 50% TSR vs KBW Regional Bank Index; 50–150% payout scaling; cap at 100% if negative TSR | Cliff vest 12/31/2026 cycle; settle 3/21/2027 |
| Total LTI (Target) | 90.0% | — | — | 540,000 | Balanced TBV and TSR | As above |
Prior-cycle vesting and outstanding awards:
- 2023 RSU: 22,744 shares; 50% vested 3/16/2025; 50% vests 3/16/2026 .
- 2023 PSU: performance shows TBV at threshold and TSR at maximum; vest 3/16/2026 subject to actuals .
- 2022 RSU: remaining 50% vested 3/24/2025 .
- 2021 awards vested in 2024; CFO realized $450,049 on vesting (RSU/PSU) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 296,285 |
| % of Shares Outstanding | 0.18% (296,285 / 163,126,093) |
| Unvested RSUs (Dec 31, 2024) | 62,260; MV $1,157,413 |
| Unearned PSUs (Dec 31, 2024) | 30,524; MV $567,441 |
| Shares subject to forfeiture (unvested under OIP) | 41,648 |
| Options (exercisable/unexercisable) | None; company does not grant options |
| Stock Ownership Guidelines | 2× base salary for executives; all executives in compliance |
| Pledging/Hedging | Prohibited for directors and Section 16 officers |
Employment Terms
| Provision | CFO Details |
|---|---|
| Employment Agreement Effective Date | 5/11/2009 |
| Term | 3 years; auto-renews annually unless notice ≥90 days before anniversary |
| Base Salary (2024) | $600,000 |
| Termination Without Cause | Severance equals prorated base salary covering remaining balance of the 3-year term |
| Change-in-Control | Double-trigger: if terminated without cause within 2 years post-CIC, lump sum = 3×(base salary + highest cash bonus in prior 3 years) + value of other benefits in CIC year |
| Potential Payments (as of Dec 31, 2024) | Termination without cause: $3,140,197 total; CIC: $4,766,618 total; Death: $2,724,855 total |
| Clawback | Complies with SEC and NYSE 10D/303A.14; 3-year lookback for restatements; fraud/gross misconduct covered |
| Anti-hedging/pledging | Prohibited for Section 16 officers and directors |
| Pension/SERP | None |
| Defined Contribution Plan | Company matches 50% of employee contribution up to 6% of comp; vesting schedule applies; CFO company contribution $5,383 in 2024 |
| Perquisites | Company vehicle ($6,117), memberships/dues ($5,460), life insurance premium ($762) |
Performance & Track Record
- Corporate outcomes under Berges’ finance leadership in 2024: revenues $938M; GAAP net income $298.7M; ROAA 1.58%; CET1 16.32%; efficiency ratio 51.92%; NIM 4.25%; returned over 100% of earnings via buybacks, dividends, and junior subordinated debenture redemption; core deposits +$267.1M; organic loan growth +$569.0M .
- CFO individual achievements (2024): optimized balance sheet to preserve liquidity and NIM; led capital plan execution with >100% earnings returned; co-led CECL; maintained strict expense management; ensured SEC/regulatory reporting and investor communications .
- 3Q 2025 highlights (as CFO presenter): record net interest income $217.9M; net income $100.5M ($0.63/diluted); adjusted PTPP $121.5M; efficiency ratio 50%; loans +$181.4M QoQ; core deposits +$138.7M; NPA ratio 0.62%; CET1 16.7%; buybacks $50.0M; dividends $28.7M; non-GAAP TBV/share $11.79 .
Compensation Peer Group & Say-on-Pay
- 2024 peer group used for benchmarking included regional banks (e.g., Ameris, BankUnited, OFG Bancorp, Popular, Inc., UMB Financial, United Community Banks, etc.) .
- Say-on-Pay approval: 95.09% in 2024, considered by the Board and Compensation Committee in pay decisions .
Governance, Policies, and Red Flags
- Stock ownership guidelines and compliance for executives; robust clawback policy; prohibitions on pledging/hedging; majority board independence; annual elections; independent chair .
- Related-party transactions: none exceeding $120,000 in 2024; insider transactions conducted on market terms per Regulation O oversight .
- No options, no tax gross-ups disclosed, no repricing; compensation mix emphasizes at-risk pay with multi-metric scorecard and three-year PSUs .
Investment Implications
- Alignment: High proportion of variable pay tied to EPS, pre-tax pre-provision income, NPA ratio, and efficiency ratio, plus three-year PSUs linked to TBV and TSR versus KBW Regional Bank Index—supports pay-for-performance and long-term value creation .
- Selling pressure/timing: Material RSU vests in March annually (2025–2027) and PSU cliffs (2026–2027); CFO had 62,260 unvested RSUs and 30,524 unearned PSUs at YE2024—monitor trading windows and vest dates for supply impacts .
- Retention risk: Employment agreement features auto-renewal and meaningful severance/CIC protections (double-trigger) that reduce immediate turnover risk; CIC economics are significant at ~3× cash metrics plus benefits, potentially influencing decision-making in M&A scenarios .
- Governance safeguards: Clawback, anti-hedging/pledging, ownership guidelines, and absence of options mitigate misalignment and compensation risk; strong expense discipline and recurring capital returns underpin shareholder-friendly posture .