Jorge Colón-Gerena
About Jorge Colón‑Gerena
Independent director of OFG since 2014; age 58. President, CEO, and principal shareholder of restaurant franchise operations with exclusive Puerto Rico rights to Wendy’s, Applebee’s, Sizzler, Longhorn, Olive Garden, and Red Lobster; also serves on the board of OFG’s primary bank subsidiary (Oriental Bank) and the Center for a New Economy. Education: BA (Interamerican University, San Juan); executive management courses at Northwestern University and Harvard Business School. Board rationale cites his extensive retail food service franchise experience as complementary to the Board’s diversity of experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various franchise operations (Wendy’s, Applebee’s, Sizzler, Longhorn, Olive Garden, Red Lobster – Puerto Rico exclusive rights) | President, CEO, principal shareholder | — | Brings multi-brand consumer/retail operating expertise to OFG’s board deliberations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oriental Bank (OFG’s primary bank subsidiary) | Director | — | Subsidiary board seat; non-employee directors receive $1,000 per bank board meeting |
| Center for a New Economy (economic policy think-tank) | Director | — | Non-profit policy role |
Board Governance
- Independence: Independent director; director since 2014 .
- Current committee assignments (2024 activity): Compensation Committee Chair (5/5, 100%); Audit Committee member (7/10, 70%); Board meetings (6/6, 100%) .
- Board meetings: OFG Board held 6 meetings in 2024; no incumbent director attended fewer than 75% of aggregate board+committee meetings; directors required to attend annual shareholders meeting; executive sessions of non‑management directors held regularly and presided over by Lead Independent Director .
| Body | Meetings Attended | Attendance |
|---|---|---|
| Board | 6 of 6 | 100% |
| Compensation (Chair) | 5 of 5 | 100% |
| Audit | 7 of 10 | 70% |
RED FLAG: Audit Committee attendance below 75% (7/10, 70%), despite aggregate attendance exceeding 75%. Given Audit’s importance to financial reporting oversight, this is a watch item for engagement and scheduling remediation .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $70,333 | $46,709 | — | — | $117,042 |
Director pay program (2024):
- Annual cash retainer: $60,000 (Lead Independent Director: $100,000)
- Audit & Risk and Compliance Committee Chair retainers: $12,000; other members of those committees: $5,000
- Oriental Bank subsidiary board meeting fee: $1,000 per meeting
- Annual equity for non-employee directors: RSUs with grant-date value of $44,000
Note: As Compensation Committee Chair, no specific additional chair fee is disclosed for that committee; cash above $60,000 likely reflects committee/meeting dynamics and Oriental Bank board fees .
Performance Compensation (Director)
| Component | Structure | Metric Linkage | Grant/Outstanding |
|---|---|---|---|
| Director Equity | Restricted Stock Units (RSUs) | No performance metrics disclosed for director RSUs (time-based awards) | 2024 annual RSU value $44,000; 2,800 RSUs outstanding at 12/31/2024 |
No option awards or performance share programs are disclosed for directors; the performance‑conditioned equity framework applies to executives (NEOs), not directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Oriental Bank (subsidiary) | Private subsidiary | Director | Standard subsidiary board role; compensated per meeting |
| Center for a New Economy | Non-profit | Director | Policy think-tank; no commercial tie disclosed |
| Other public company boards | — | — | None disclosed |
- Compensation Committee interlocks: None reported in 2024 (no cross-company compensation committee interlocks) .
Expertise & Qualifications
- Consumer/retail operating executive with multi-brand franchise leadership in Puerto Rico (Wendy’s, Applebee’s, Sizzler, Longhorn, Olive Garden, Red Lobster) .
- Governance/committee leadership: Compensation Committee Chair; prior Audit Committee vice chair in 2023 .
- Education: BA (Interamerican University); executive coursework at Northwestern University and Harvard Business School .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Beneficial ownership (shares) | 102,300 | 52,273 |
| Percent of outstanding | <1% | <1% |
| RSUs vesting within 60 days | 2,300 | 2,800 |
| Qualifying common stock (for ownership policy) | — | 52,273 |
| Value of qualifying stock | — | $2,212,193 |
| Ownership guideline compliance | — | 31.45x multiple vs 4.0x minimum (Compliant) |
- Shares outstanding used in 2024 beneficial ownership table: 45,440,269 shares (for context) .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Company securities (alignment positive) .
- Section 16(a) filings: Company states all required insider reports were timely in 2024 .
Related-Party Exposure and Indebtedness
- Related-party transactions: Policy requires Risk & Compliance Committee or disinterested Board review; 2024 disclosures include legal services paid to a firm affiliated with the CEO’s brother and an SBIC investment involving a former Chair’s family—no transactions disclosed involving Colón‑Gerena .
- Indebtedness of management: Loans to directors and officers made in ordinary course on market terms; none non‑performing as of report time .
Governance Assessment
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Strengths
- Independent since 2014 with consistent full Board and Compensation Committee attendance; chairs Compensation Committee, signs Committee Report; strong ownership alignment (31.45x policy multiple) .
- Prohibitions on hedging/pledging and robust stock ownership policy for directors reinforce alignment .
- No related-party transactions disclosed involving Colón‑Gerena; Section 16 compliance reported as timely .
-
Watch items
- RED FLAG: Audit Committee attendance of 70% (7/10) in 2024 is below typical best-practice thresholds for committee attendance even though his aggregate attendance met the company’s 75% standard; monitor future Audit participation and scheduling .
- Decline in reported beneficial ownership from 102,300 (12/31/2023) to 52,273 (12/31/2024); no context provided in proxy—worth monitoring via Form 4s for sales, gifts, or reclassification effects .
-
Overall
- As Compensation Chair, he influences CEO scorecard approval, LTI design, and director pay; committee comprised entirely of independent directors, with no interlocks reported—positive for pay-for-performance oversight .
- Strong equity alignment and governance policies offset the isolated Audit attendance concern; continued engagement on Audit scheduling/participation would bolster investor confidence .