Néstor de Jesús
About Néstor de Jesús
Independent director of OFG Bancorp since 2016; currently Lead Independent Director. Age 73; based in Guaynabo, Puerto Rico. Background includes 30 years as an investment banker and Director of Barclays Capital’s Puerto Rico office; former Director and Audit Committee Chair of the Government Development Bank for Puerto Rico. Education: B.S. in Economics from the Wharton School (University of Pennsylvania) and MBA from the University of Michigan Ross School of Business . All directors except the CEO are independent under NYSE standards; de Jesús serves as Lead Independent Director following the May 8, 2024 leadership transition, presiding over executive sessions of non-management directors .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Barclays Capital (Puerto Rico office) | Director | Not disclosed | Led local investment banking office |
| Government Development Bank for Puerto Rico | Director; Audit Committee Chair | Not disclosed | Chaired Audit Committee; public instrumentality oversight |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Oriental Bank (OFG’s principal bank subsidiary) | Director | Current | Member, Board Credit Committee |
| Rovira Biscuit Corporation | Director | Current | Board member |
| Rovira Foods Inc. | Director | Current | Board member |
Board Governance
- Lead Independent Director; presides over executive sessions of non-management directors .
- Committee leadership: Chair, Risk & Compliance Committee; Vice Chair, Corporate Governance & Nominating Committee .
- Independence: Board has nine members, only the CEO is non-independent; de Jesús designated Lead Independent Director when CEO became Chair on May 8, 2024 .
- Attendance and engagement: 100% attendance in 2024 across Board (6/6), Risk & Compliance (4/4, Chair), Corporate Governance & Nominating (3/3, Vice Chair) .
- Stock ownership policy for directors: minimum 4× annual cash compensation within 3 years of first equity award; de Jesús at 9.89×, exceeding requirement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $105,667 | Actual cash compensation for 2024 |
| Annual Retainer – Lead Independent Director | $100,000 | Program rate |
| Committee Chair Retainer – Risk & Compliance | $12,000 | Program rate |
| RSU Grant (2024) – Grant Date Fair Value | $46,709 | Aggregate grant-date fair value; 2,800 RSUs outstanding at year-end |
Program details: Non-employee directors receive $60,000 annual retainer (Lead Independent: $100,000); Audit and Risk & Compliance Chairs receive +$12,000; other members receive +$5,000; Oriental Bank Board meeting fee $1,000 per meeting; 2024 director equity awards were restricted units valued at $44,000 (grant values vary by timing and valuation) .
Performance Compensation
| Equity Instrument | Number of Units | Vesting Basis | Grant Date Fair Value |
|---|---|---|---|
| Restricted Stock Units (Director) | 2,800 (outstanding at 12/31/2024) | Time-based (restricted period lapses) | $46,709 (2024 grant value) |
- No stock options or performance-vested equity disclosed for directors; Company does not grant stock options under current program .
- RSUs for directors are time-based and align director interests with shareholders through ownership requirements .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Oriental Bank (subsidiary) | Private (subsidiary) | Director; Board Credit Committee | Internal subsidiary role; standard for bank holding company boards |
| Rovira Biscuit Corporation | Private | Director | No related-party transactions disclosed involving de Jesús |
| Rovira Foods Inc. | Private | Director | No related-party transactions disclosed involving de Jesús |
Expertise & Qualifications
- 30-year investment banking career; Barclays Capital Puerto Rico office Director .
- Audit oversight expertise (Audit Chair at Government Development Bank for Puerto Rico) .
- Financial and risk oversight credentials reflected in current Risk & Compliance Committee Chair role .
- Degrees: Wharton (Economics), Michigan Ross (MBA) .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial Ownership (Common Shares) | 24,690 | As of 12/31/2024 |
| RSUs vesting within 60 days | 2,800 | Included in disclosure |
| Ownership as % of Shares Outstanding | <1% | Company notes each director holds <1% unless indicated; 45,440,269 shares outstanding |
| Stock Ownership Policy Compliance | 9.89× vs 4.00× minimum | Qualifying Common Stock $1,044,881 value; exceeds requirement |
Governance Assessment
- Board effectiveness: De Jesús enhances independent oversight as Lead Independent Director, presiding over executive sessions and chairing Risk & Compliance; 100% attendance across Board and key committees signals high engagement .
- Compensation alignment: Director pay balanced between cash retainers and RSUs; strong ownership alignment via 9.89× compliance vs. 4× required; prohibition on hedging/pledging strengthens alignment and risk controls .
- Conflicts/related-party exposure: No related-party transactions disclosed involving de Jesús; Company’s Related Party Transactions Policy requires Risk & Compliance Committee approval and disclosure; insider loans to management executed at market terms with no non-performing loans .
- Broader governance signals: 2024 say-on-pay approval at 98% suggests strong shareholder support for compensation governance; independent compensation consultant (Pearl Meyer) engaged with no conflicts identified .
RED FLAGS
- None identified specific to de Jesús in 2024 disclosures. Note: OFG combines CEO and Chairman roles; mitigated by appointment of de Jesús as Lead Independent Director to balance board leadership .