Annette Franqui
About Annette Franqui
Independent director of OFG Bancorp since 2021; age 63; based in Miami, FL. Founding Partner, President and CIO of Forrestal Capital (formed in 2003); former CFO of Panamerican Beverages (Panamco) and Managing Director at J.P. Morgan; served as Chairperson of the Board of AARP until June 2023 (previously Director and member of its Audit and Finance Committee since 2014). Current external public company board: Arcos Dorados Holdings Inc. (NYSE: ARCO), member of its Compensation and Nomination Committee. The OFG Board cited her diverse board experience as core credentials for nomination and service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panamerican Beverages (Panamco) | Chief Financial Officer | Not disclosed | Senior finance leadership |
| J.P. Morgan | Managing Director | Not disclosed | Investment banking leadership |
| AARP | Chairperson of the Board | Until June 2023 | Previously Director; Audit and Finance Committee member since 2014 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Forrestal Capital | Founding Partner, President & CIO | Firm formed in 2003 | Investment advisory leadership |
| Arcos Dorados Holdings Inc. (NYSE: ARCO) | Director | Current | Compensation and Nomination Committee |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance and Nominating Committee member. She is not a chair of these committees (Compensation Chair: Jorge Colón-Gerena; Corporate Governance & Nominating Chair: Susan Harnett) .
- Independence: Independent under NYSE standards; OFG has adopted independence standards and Officers and Directors Stock Ownership Policy requiring directors to hold common stock ≥ 4x annual cash compensation within 3 years of first equity award .
- Attendance and engagement (2024): Board 6/6 (100%); Compensation 5/5 (100%); Corporate Governance & Nominating 3/3 (100%) .
| Body | Meetings Attended | Attendance |
|---|---|---|
| Board | 6 of 6 | 100% |
| Compensation Committee | 5 of 5 | 100% |
| Corporate Governance & Nominating | 3 of 3 | 100% |
- Committee meeting frequency (2024): Compensation Committee held 5 meetings; Corporate Governance & Nominating held 3 meetings .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $63,000 |
| Option Awards | — |
| All Other Compensation | — |
| Total | $109,709 |
Program parameters (non-employee directors):
- Annual cash retainer $60,000; Lead Independent Director $100,000 .
- Oriental Bank Board meeting fee $1,000 per meeting .
- Audit Committee and Risk & Compliance Committee chairs: additional $12,000; other members: $5,000 .
- 2024 equity awards to each non-employee director: restricted units valued at $44,000 .
Performance Compensation
| Equity Element | Detail |
|---|---|
| Stock Awards (Grant-date fair value, 2024) | $46,709 |
| RSUs Outstanding at 12/31/2024 | 1,300 |
| RSUs Scheduled to Vest within 60 Days (as of 12/31/2024) | 1,300 |
| 2024 Annual Director RSU Grant (program value) | $44,000 |
No option awards disclosed for directors in 2024 . Performance metrics are applied to NEOs’ compensation (balanced scorecard/company-wide metrics) and not disclosed for director equity; see CD&A framework .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Arcos Dorados Holdings Inc. (NYSE: ARCO) | Director | Compensation and Nomination Committee | No OFG compensation committee interlocks disclosed for 2024 |
| AARP | Former Chairperson; Director | Audit & Finance Committee (as Director) | Non-profit; prior role |
- Compensation Committee Interlocks: OFG discloses none for 2024 (no reciprocal executive/director compensation committee relationships) .
Expertise & Qualifications
- Finance and investment leadership: Founding Partner/President/CIO of Forrestal Capital; former CFO (Panamco) and Managing Director (J.P. Morgan) .
- Governance experience: AARP Chairperson through June 2023; longstanding committee involvement .
- Board-relevant skills: Extensive board service; finance and investment expertise cited by OFG’s Corporate Governance and Nominating Committees as reasons for nomination .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Common Shares) as of 12/31/2024 | 1,900 |
| RSUs Vesting within 60 Days (included in counts per footnote) | 1,300 |
| RSUs Outstanding at Year-End | 1,300 |
| Stock Ownership Policy Compliance (as of 12/31/2024) | Qualifying Common Stock: 1,900; Total Value: $80,408; Multiple of Compensation: 1.28; Applicable Minimum Multiple Requirement: 1.33 |
Policy requires directors to hold OFG common stock ≥ 4x annual cash compensation within 3 years of first equity award . Compliance snapshot shows Ms. Franqui below the minimum multiple as of 12/31/2024 .
Insider Trades (Form 4 and Form 3)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|---|
| 2025-03-21 | 2025-03-21 | Award (A) | Restricted Units | 1,500 [Link] | $0 [Link] | 1,500 (RU) [Link] | |
| 2025-03-21 | 2025-03-20 | M-Exempt (conversion) | Common Stock | 1,300 [Link] | $0 [Link] | 1,900 (CS) [Link] | |
| 2025-03-21 | 2025-03-20 | M-Exempt (conversion) | Restricted Units | 1,300 [Link] | $0 [Link] | 0 (RU) [Link] | |
| 2024-06-20 | 2024-06-17 | M-Exempt (conversion) | Restricted Units | 600 [Link] | $0 [Link] | 1,300 (RU) [Link] | |
| 2024-06-20 | 2024-06-17 | M-Exempt (acquisition) | Common Stock | 600 [Link] | $0 [Link] | 600 (CS) [Link] | |
| 2024-03-28 | 2024-03-28 | Award (A) | Restricted Units | 1,300 [Link] | $0 [Link] | 1,900 (RU) [Link] | |
| 2023-06-16 | 2023-06-15 | Award (A) | Restricted Units | 600 [Link] | $0 [Link] | 600 (RU) [Link] | |
| 2022-08-12 | 2022-07-27 | Form 3 | — | — | — | — |
Source: Insider-trades skill (Form 4/3 data) .
Related-Party Exposure and Conflicts
- OFG maintains a Related Party Transactions Policy covering transactions >$120,000 involving directors/officers and family members; approvals handled by the Risk and Compliance Committee or disinterested directors .
- Specific related-party transaction disclosed: legal and notarial services by Delgado & Fernández, LLP (principal partner is the CEO’s brother); 2024 payments: $1,839,686 (legal) and $501,785 (notarial) — engagement approved by OFG’s Board .
- No related-party transactions involving Ms. Franqui are disclosed in the latest proxy .
Governance Assessment
- Strengths: Independent director; 100% attendance across Board and both committees; active roles on Compensation and Corporate Governance & Nominating at OFG; relevant finance/investment governance experience (Forrestal Capital, Panamco, J.P. Morgan); additional public board experience on ARCO’s compensation and nomination committee .
- Compensation committee oversight: Member of OFG’s Compensation Committee; the committee reports no interlocks in 2024 and discloses risk management features (recoupment policy, ownership policy, company-wide metrics), supporting pay-for-performance governance .
- Ownership alignment: As of 12/31/2024, her stock ownership multiple (1.28x) is slightly below OFG’s minimum requirement (1.33x) — potential follow-up point for alignment; recent RSU-to-common conversions and awards in 2024–2025 indicate ongoing equity accumulation .
- RED FLAGS:
- Stock Ownership Policy shortfall at 12/31/2024 (1.28x vs 1.33x requirement) .
- Not observed: No attendance issues; no disclosed related-party transactions tied to Ms. Franqui; no compensation committee interlocks; no director option awards or tax gross-ups disclosed .
Citations: and SEC Form 4/3 URLs as listed above.