Roberto Herencia

About Roberto R. Herencia

Independent Chair of the Board of First BanCorp (FBP) since October 2011; age 65; over 40 years in U.S. banking across corporate, commercial, small business, restructuring, and retail banking, designated “financial expert,” with extensive turnaround/M&A experience and audit committee leadership at other companies . He has served continuously on FBP’s Board since the recapitalization in late 2011 and is described as an actively engaged Chair working closely with the CEO and Board; executive sessions of independent directors are held frequently with him presiding .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Herencia is independent under NYSE/SEC standards and FBP’s Independence Principles; eight of nine directors are independent .
• Board leadership: Independent Chair role with robust, well-defined duties—presides at Board and executive sessions, sets agendas, liaises with regulators, and leads CEO performance review and succession planning .
• Attendance: Board met nine times in FY2024; all directors attended 100% of Board meetings; Herencia has 100% Board and 99% committee attendance record since 2011 .
• Director commitments: Serves on two other public boards (Banner; Byline); Board states he is not “overboarded,” highlights engagement, attendance, and regulatory “interlock exemptions” permitting service on all three banks without term limit .
• Committee assignments (current vs. FY2024):
  • Current committee memberships: Governance; Asset/Liability; Credit; Risk (member) .
  • FY2024 Compensation & Benefits Committee: Member and Chair (per Committee Report) .
  • Executive sessions: Frequently held; presided by Independent Chair .

Fixed Compensation

Context on director pay structure (non-Chair): Annual cash retainer $75,000 plus $40,000 restricted stock (12-month vesting), plus committee retainers (e.g., $25,000 Chairs of Audit/Credit/Risk; $10,000 Audit members; etc.) .

Performance Compensation

• Director equity is time-based (restricted stock); no performance metrics disclosed for director awards. Equity grants and annual vesting terms per the Omnibus Incentive Plan and Director program .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no FBP executive officer served on a board or compensation committee that included any FBP director or Compensation Committee member in 2024 .

Expertise & Qualifications

• Financial services leadership across major institutions; risk management and regulatory engagement; turnaround/M&A experience; audit committee chair credentials at ServiceMaster; bilingual, Puerto Rico market familiarity .
• Board highlights “financial expert” designation and governance depth; active leadership in CEO evaluation and succession planning .

Equity Ownership

Insider Trades (FBP focus; chronological)

• Section 16(a) filings: No delinquent filings noted for him; two late Forms 4 were for other executives in 2024 .

Governance Assessment

• Strengths

  • Independent Chair with robust oversight responsibilities; frequent executive sessions and active engagement with regulators—supports board effectiveness and risk oversight .
  • Strong attendance and engagement record: 100% Board attendance in 2024; 100% Board and 99% committee attendance since 2011—positive signal for commitment .
  • Deep banking and risk expertise; prior audit committee chair at ServiceMaster; designated “financial expert”—enhances audit/risk oversight .
  • Alignment: Director stock ownership guidelines (4x retainer) with compliance; prohibitions on pledging/hedging—reduces misalignment risks .
  • Chair compensation reduced materially since 2017 to $500k; modest stock component—signals cost discipline while maintaining equity alignment .

• Potential risks/RED FLAGS to monitor

  • Multiple public bank directorships (FBP, Banner, Byline) and dual role as Byline CEO—managed via granted “interlock exemptions”; Board asserts no overboarding, but investors should monitor time demands and potential conflicts of interest across institutions .
  • Insider selling: 100,000 shares sold in Nov 2024 and 14,738 in Jun 2025—may be personal portfolio actions, but timing and pattern merit monitoring for signaling .
  • Related-party transactions: None >$120,000 in 2024; loans to insiders subject to Regulation O terms—continue oversight via Audit Committee process .

• Other governance notes

  • Compensation Committee leadership (FY2024) and report; committee independence standards; oversight of incentive risk .
  • Board self-assessment and continuing education programs—supports board effectiveness .

Related Party Transactions

• Policy requires review/approval of related-person transactions; Regulation O compliance for extensions of credit to insiders; no related-person transactions >$120,000 in FY2024; Audit Committee monitors and reports quarterly .

Director Compensation Structure (Context)

Say-on-Pay & Shareholder Feedback

• Advisory vote (Proposal No. 2) presented annually; Compensation Committee reviewed CD&A and recommended inclusion; committee met four times in 2024 .

Summary Signals for Investors

• Chair independence, risk/governance expertise, and strong attendance underpin investor confidence in board oversight .
• Multi-board service and insider sales are manageable but warrant monitoring for potential conflicts/time commitments; interlock exemptions mitigate regulatory conflict risk .
• Equity alignment via guidelines and hedging/pledging prohibitions reduces misalignment risk; related-party exposure minimal in 2024 .