Tracey Dedrick
FIRST BANCORP /PR/About Tracey Dedrick
Tracey Dedrick, age 68, has served as an independent director of First BanCorp since January 2019. She is a former EVP and Head of Enterprise Risk Management at Santander Holdings U.S. and previously held senior risk, treasury, and investor relations roles at Hudson City Bancorp (later M&T Bank), PineBridge Investments, and MetLife, bringing 42+ years of financial services experience across market, liquidity, credit, operational, cybersecurity, and IT risk domains . The Board has determined she is independent under NYSE/SEC standards; she attended the 2024 annual meeting and participated in 100% of Board meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santander Holdings U.S. | EVP & Head of Enterprise Risk Management (Americas) | Until 2017 | Led ERM, operational and market risk governance |
| Hudson City Bancorp | EVP & Chief Risk Officer | Jul 2011–Nov 2015 | CRO; continued at M&T Bank Nov 2015–Feb 2016 post-acquisition |
| PineBridge Investments | Treasurer | Jan 2010–Feb 2011 | Treasury leadership at ~$83B AUM asset manager |
| MetLife | VP & Assistant Treasurer; VP & Head of Investor Relations; SVP & Head of Market Risk | Jun 2001–Sep 2009 | Treasury, IR, market risk leadership at major insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISACA (Information Security/IT Governance) | Board Member; Chair (Jun 2020–Jun 2021); Interim CEO (Dec 2022–Jun 2023); Vice Chair of Audit & Risk and Governance & Nominating Committees | Ongoing | Deep cybersecurity, governance oversight experience |
| Sterling Bancorp (Nasdaq: SBT) | Lead Director; Chair of Risk and Nominating & Corporate Governance; member Ethics & Compliance | Dec 2020–Mar 2025 | Led risk and governance; board leadership role |
| Fieldpoint Private | Board Member | Jan 2020–Dec 2020 | Private wealth management board service |
Board Governance
- Committee assignments: Member, Asset/Liability Committee (ALCO); not a chair of any committees .
- Independence: Determined independent by the Board (NYSE/SEC-aligned Independence Principles) .
- Attendance: Board met nine times in FY2024; all current members, including Dedrick, attended 100% of Board meetings. Directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management after Board meetings; independent Chair presides .
Director election vote outcome (May 21, 2025):
| Metric | Votes For | Votes Against | Abstained |
|---|---|---|---|
| Tracey Dedrick Election | 141,961,373 | 1,438,729 | 321,095 |
Fixed Compensation
- Structure (effective Jan 1, 2025): Annual fee $115,000 ($75,000 cash retainer; $40,000 annual restricted stock grant, 12‑month vesting). Committee retainers: ALCO member $6,000; Audit member $10,000; Risk member $10,000; Compensation member $6,500; Governance member $5,000; Chairs $12,500–$25,000 depending on committee .
2024 actual director compensation (calendar-year):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (Grant-Date Fair Value) | $40,000 |
| All Other Compensation (life insurance premium) | $189 |
| Total | $140,189 |
Notes:
- 2024 restricted stock awards for Dedrick were granted effective September 30, 2024 and vest over 12 months .
Performance Compensation
Directors receive time-based restricted stock; no performance-conditioned metrics (e.g., TSR/EBITDA) are disclosed for director equity grants.
Dedrick’s latest equity grant details:
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Sep 30, 2024 | Restricted Stock | 1,889 | $40,000 | 1-year vest (directors generally) |
Plan context:
- Omnibus Incentive Plan authorizes equity awards; director grants typically vest on the one-year anniversary; directors have full voting rights on granted shares while unvested .
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024, the Compensation Committee comprised Acosta Reboyras, Crespo, Eaves, and Herencia; no interlocks with Dedrick were reported .
- Overboarding policy: Governance Committee monitors external board commitments; the Board believes directors devote sufficient time; explicit discussion provided for the Chair, with context on multiple public boards. Policy applies Board‑wide .
Expertise & Qualifications
- Financial services risk expert across market, liquidity, credit, operational, cybersecurity/IT, treasury, and investor relations—enhances oversight of enterprise risk and information security .
- Cybersecurity governance exposure via ISACA leadership and committee roles aligns with Board’s robust cyber oversight through the Risk Committee .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership | 31,293 shares; <1% of outstanding |
| Restricted Stock (unvested, included in beneficial) | 1,889 shares |
| Ownership Guidelines | 4× Annual Retainer market value; achieve within 5 years; all directors currently in compliance |
| Pledging/Hedging | Prohibited for directors (no pledging; no short sales or hedging) |
Governance Assessment
-
Positive signals:
- Strong risk and cybersecurity governance credentials; prior CRO/ERM leadership and ISACA oversight bolster Board effectiveness in risk domains .
- Independence affirmed; full Board meeting attendance in FY2024; attendance at annual meeting supports engagement .
- Director equity ownership aligned with guidelines; anti‑pledging/hedging policy reduces alignment risks .
- Shareholder support: Majority FOR vote for Dedrick’s 2025 election (≈99% of votes cast excluding broker non-votes) underscores investor confidence .
-
Watch items:
- Committee footprint: Currently serves on ALCO; not on the Risk or Audit Committees where her ERM/cyber background could provide additional leverage. Consider future rotation to risk oversight committees for maximal impact .
- Ownership concentration: Individual holdings are <1% of outstanding (typical for non‑management directors); continued compliance with 4× retainer guideline mitigates alignment concerns .
-
Conflicts/Related-Party:
- No related-person transactions >$120,000 in 2024; any insider extensions of credit must comply with Regulation O and be Board‑approved if thresholds exceeded .
- No waivers under Codes of Ethics in 2024–Apr 8, 2025 .
Broader shareholder context:
- 2025 say‑on‑pay: 128,477,646 FOR; 14,953,817 AGAINST; 289,734 abstentions; indicates generally favorable investor sentiment on compensation governance .