Angel Vázquez
About Angel Vázquez
Angel Vázquez (age 57) is an independent director of OFG Bancorp, serving since April 2023. He became President of B. Fernández Holding in November 2024, after serving as President of Pan Pepin Inc. and B. Fernández & Hnos. Inc. since 2003. He previously served on Oriental Bank’s Trust Committee (2011–2021) and on the Board of Trustees of the DGI Investment Trust (2021–2023). He holds a BBA in finance from the University of Texas at Arlington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B. Fernández Holding | President | Nov 2024–present | Senior leadership of diversified holding company |
| Pan Pepin Inc. | President | 2003–Nov 2024 | General management leadership |
| B. Fernández & Hnos. Inc. | President | 2003–Nov 2024 | General management leadership |
| Oriental Bank | Trust Committee member | 2011–2021 | Oversight of trust operations |
| DGI Investment Trust | Board of Trustees | 2021–2023 | Trustee oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Fundación Biblioteca Rafael Hernández Colón | Director (non-profit board) | Not disclosed (active) |
| SER de Puerto Rico | Director (non-profit board) | Not disclosed (active) |
Board Governance
- Independence: Independent under NYSE corporate governance standards; the Board has one non-independent member (CEO) .
- Board structure: Combined Chair/CEO; Lead Independent Director presides over executive sessions of non-management directors .
| Body/Committee | Meetings Attended | Attendance Rate |
|---|---|---|
| Board of Directors | 6 of 6 | 100% |
| Audit Committee | 7 of 10 | 70% |
| Risk & Compliance Committee | 4 of 4 | 100% |
- Aggregate attendance: Company disclosed that no incumbent director attended fewer than 75% of aggregate Board and committee meetings in 2024; Vázquez’s aggregate equals 17/20 (85%) .
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 72,333 |
| Stock awards (grant-date fair value) | 0 |
| Total | 104,670 |
Program features (for context): Non-employee directors receive a $60,000 annual retainer (Lead Independent: $100,000), $1,000 per Oriental Bank board meeting, $12,000 chair retainer for Audit and Risk & Compliance, $5,000 member retainer, and an annual director RSU grant (value $44,000 in 2024) .
Performance Compensation
- Director equity compensation is time-based RSUs; no performance-based metrics disclosed for director pay .
| Item | Detail |
|---|---|
| Performance-linked metrics in director pay | None disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy for Mr. Vázquez |
| Potential interlocks/conflicts | None disclosed involving Mr. Vázquez; related-party transactions disclosed for other parties (e.g., CEO’s brother’s law firm) |
Expertise & Qualifications
- Senior operating executive across consumer/food distribution businesses; governance experience via trust and bank committees .
- Finance education (BBA), relevant to audit and risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 900 (includes 900 restricted units vesting within 60 days) |
| Ownership % of shares outstanding | <1% (per proxy methodology) |
| Director stock ownership policy status | Qualifying common stock value $38,088; multiple of compensation 0.53x; applicable minimum multiple requirement not shown (policy requires 4x annual cash within 3 years of first equity award) |
| Shares pledged/hedged | Company policy prohibits pledging and hedging; no exceptions disclosed |
Governance Assessment
- Committee assignments and expertise: Member of Audit and Risk & Compliance—relevant to financial reporting and risk control oversight .
- Independence and engagement: Independent director with perfect Board and Risk & Compliance attendance; aggregate attendance meets ≥75% requirement .
- RED FLAG: Audit Committee attendance of 70% (7/10) in 2024 is below typical strong governance expectations; however, overall aggregate attendance was 85% and Board disclosed no incumbent below 75% on an aggregate basis .
- Ownership alignment: Current ownership multiple at 0.53x cash comp appears below policy guideline; policy provides a 3-year compliance window from first equity award, and the compliance table lists “—” for applicable minimum, suggesting timing considerations. Monitoring for progress to 4x guideline is warranted .
- Conflicts/related parties: No related-party transactions disclosed for Vázquez. Company has robust approval protocols via the Risk & Compliance Committee for related-party transactions; disclosed engagements involve other parties (e.g., legal services with CEO’s brother’s firm) .
- Director compensation structure: Cash retainers plus time-based RSUs; no performance-linked director pay, consistent with typical bank governance (limits pay-for-performance linkage at board level) .
Overall implication: Vázquez brings operating and governance experience, serves on key oversight committees, and is independent. Attention points for investors include his Audit Committee meeting attendance (70%) and progress toward stock ownership guidelines over the compliance window; no direct conflict-of-interest disclosures were identified specific to him in 2024 .