Rafael Vélez
About Rafael Vélez
Independent director of OFG Bancorp since October 2021; age 51. Founder and President of Atabey Capital (private equity advisory) and Campo Alegre (pineapple farm) and previously Founder/President of Putney Capital Management (2007–2019) and founding partner of Barreto & Vélez (CPA firm, 2004–2012). Serves as Chair of OFG’s Audit Committee and is designated an “audit committee financial expert.” Attendance in 2024: Board 6/6 (100%); Audit 10/10 (100%) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Putney Capital Management | Founder & President | 2007–2019 | Energy/agroindustry/construction materials investing across Caribbean/Northern LatAm |
| Barreto & Vélez (CPA firm) | Founding Partner | 2004–2012 | Corporate governance advisory to manage inherent risks |
| Atabey Capital | Founder & President | 2016–present | Private equity advisement |
| Campo Alegre | Founder & President | 2016–present | Operates 500-acre pineapple farm in Puerto Rico |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boys & Girls Club of Puerto Rico | Board Member | Not disclosed | Community engagement |
| YPO Puerto Rico | Member | Not disclosed | Business leadership network |
| Georgetown Latin American Policy Association | Member | Not disclosed | Policy network participation |
Board Governance
- Independence: OFG states all directors except the CEO are “independent” under NYSE standards; Vélez is listed as independent .
- Committee Assignments: Audit Committee Chair; members are Rafael Vélez (Chair), Roberto García, Angel Vázquez. Audit met 10 times in 2024. Vélez designated “audit committee financial expert” under SEC rules .
- Attendance: Board 6/6 (100%); Audit 10/10 (100%) in 2024; no incumbent director below 75% in aggregate meetings .
- Executive sessions: The Board holds regular meetings of non-management directors, presided over by the Lead Independent Director (Néstor de Jesús) .
- Engagement signal: Audit Committee report to the Board signed by Chair Rafael Vélez, indicating active oversight of financial reporting and auditor independence .
Fixed Compensation
| Component (Director Compensation, 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $72,000 | Actual for Vélez |
| Stock Awards (restricted units; grant-date fair value) | $46,709 | Actual for Vélez |
| Total Director Compensation | $118,709 | Actual for Vélez |
| Program Features | — | Non-employee director annual retainer $60,000; Lead Independent Director $100,000; Audit Chair $12,000; Audit/Risk members $5,000; 2024 equity grant value $44,000 in restricted units; $1,000 per Oriental Bank Board meeting (for directors serving on the bank’s board) |
Performance Compensation
| Element | Grant Value | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | $46,709 (Vélez actual) / Program: $44,000 (all non-employee directors) | Restricted stock units | Not individually disclosed for directors; directors had outstanding RSUs at year-end (Vélez: 1,700 units) | No performance metrics tied to director awards disclosed (director equity is time-based RSUs) |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None disclosed in OFG proxy | — | — | No other public company board roles disclosed for Vélez |
Expertise & Qualifications
- Accounting and investment background; founded CPA firm and multiple investment/advisory businesses .
- Audit committee financial expert designation; brings financial literacy and oversight capabilities .
- 100% committee and board attendance reflects strong engagement .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 10,505 | As of Dec 31, 2024 |
| RSUs outstanding (to vest within 60 days) | 1,700 | Director RSUs expected to lapse within 60 days |
| Ownership as % of shares outstanding | <1% | All named directors individually <1% (45,440,269 shares outstanding) |
| Stock Ownership Policy compliance (Dec 31, 2024) | Multiple: 6.17x; Qualifying common stock value: $444,572; Applicable minimum multiple: 2.67x | Director guideline policy requires 4x annual cash compensation within 3 years; table shows Vélez above his applicable minimum |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging of Company securities |
| Section 16(a) compliance | Timely | Company states directors timely filed required ownership reports for 2024 |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with SEC “financial expert” designation; perfect attendance; signed Audit Committee report; exceeds stock ownership guideline minimum—positive alignment with shareholders .
- Compensation alignment: Director pay mix of cash plus time-based RSUs consistent with peers; no options; program avoids evergreen features and excessive perquisites; annual equity grants support alignment .
- Potential conflicts: No related-party transactions disclosed involving Vélez; management loans to directors were ordinary-course, market terms, and none are non-performing—low conflict signal .
- Board environment signals: OFG’s say-on-pay received 98% support in 2024—suggests broad shareholder confidence in compensation governance framework .
- RED FLAGS: None disclosed for Vélez (no pledging/hedging, no related-party dealings, full attendance). Monitor ongoing private business interests (Atabey Capital, Campo Alegre) for any future related-party transactions; current proxy notes no such transactions .