Susan Harnett
About Susan Harnett
Independent director of OFG Bancorp since 2019; age 68; based in Denver, CO. Chair of the Corporate Governance & Nominating Committee and Vice Chair of the Risk & Compliance Committee; formerly served on the Audit Committee until April 2021 . Background spans senior operating and risk roles in global financial services (Citigroup and QBE Insurance), advisory to digital/fintech startups, and multiple public-company directorships; certified as an NACD Certified Corporate Director and DCRO Certified Risk Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | President, Local Consumer Lending | 2011–2012 | Led consumer lending in North America |
| Citigroup | Head of Global Business Performance | 2008–2011 | Enterprise performance/transformation leadership |
| Citigroup (Citibank Germany) | CEO | 2004–2007 | Chaired Citi’s Management Board in Germany |
| QBE Insurance Group Limited | COO, North America | Not disclosed | Operations leadership across North America |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extra Space Storage Inc. (NYSE: EXR) | Director | Current | Not disclosed in OFG proxy |
| Sphere 3D Corp. (NASDAQ: ANY) | Director | Current | Audit Committee member; Compensation Committee Chair |
| Life Storage, Inc. (NYSE: LSI) | Director | Until sale to EXR in July 2023 | Board service through transaction |
| First Niagara Financial Group | Independent Director | 2015–2016 | Audit Committee member |
| QBE Insurance; CitiFinancial; Visa Canada | Director (prior) | Not disclosed | Board roles at prior employers |
| NY FinTech Innovation Lab | Mentor | Since 2015 | Advises digital startups |
| How Women Invest | Founding Limited Partner | Not disclosed | Early-stage investor network |
Board Governance
- Independence: OFG states all directors except the CEO are independent under NYSE standards; Ms. Harnett is independent .
- Committee assignments and attendance (2024): Board 6/6 (100%); Corporate Governance & Nominating (Chair) 3/3 (100%); Risk & Compliance (Vice Chair) 4/4 (100%) .
- Board engagement: The Board met 6 times in 2024; no incumbent director fell below 75% attendance; all directors attended the 2024 annual meeting . Non-management directors hold regular executive sessions led by the Lead Independent Director (Néstor de Jesús) .
- Stock ownership policy for directors: Must hold at least 4x annual cash compensation within 3 years of first equity award; Ms. Harnett is in compliance (see Equity Ownership) .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $65,000 |
| Program terms (for non-employee directors) | Annual cash retainer $60,000; Lead Independent Director $100,000; Audit and Risk & Compliance Chairs +$12,000; other Audit and Risk & Compliance members +$5,000; $1,000 per Oriental Bank Board meeting; 2024 director RSU grant value $44,000 |
Notes: The proxy discloses aggregate cash fees for each director, not a per-committee breakdown for Ms. Harnett beyond the general program terms .
Performance Compensation
| Equity Item | Detail |
|---|---|
| 2024 Stock awards (grant-date fair value) | $46,709 |
| 2024 annual director equity program | RSUs with a value of $44,000 (awarded to each non-employee director) |
| RSUs outstanding at 12/31/2024 (director) | 2,800 units (aggregate outstanding) |
Policy safeguards: Company prohibits short-selling, hedging, and pledging of Company securities by directors, officers, and employees; trading blackout and pre-clearance apply .
Other Directorships & Interlocks
| Company | Role/Committee | Interlock/Conflict Considerations |
|---|---|---|
| Extra Space Storage Inc. (EXR) | Director | No OFG-related interlock disclosed . |
| Sphere 3D Corp. (ANY) | Director; Audit member; Compensation Chair | No OFG-related interlock disclosed . |
| First Niagara Financial Group (prior) | Independent Director; Audit member | Historical role; unrelated to current OFG operations . |
- Compensation Committee interlocks (OFG): None during 2024 (no cross-board executive/director compensation committee interlocks) .
Expertise & Qualifications
- Governance/risk credentials: NACD Certified Corporate Director; DCRO Certified Risk Director .
- Domains: Consumer finance, bank operations, risk, large-scale transformation, M&A/integration; leadership roles at Citi and QBE .
- Innovation: Senior advisor to digital startups and mentor at NY FinTech Innovation Lab since 2015 .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 7,400 shares |
| Near-term vesting within 60 days (director RSUs) | 2,800 units included in certain directors; Ms. Harnett’s 2,800 RSUs identified in footnote |
| Ownership guideline compliance (as of 12/31/2024) | Qualifying stock $313,168; 4.82x multiple of compensation vs 4.00x minimum (Compliant) |
| Hedging/pledging | Prohibited by Insider Trading Policy for directors |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Based on Company review of reports, all required filings by directors and officers were timely made; no delinquencies identified |
Note: Individual Form 4 transaction details are not presented in the DEF 14A; Section 16 filings are referenced for compliance only .
Related-Party Transactions and Conflicts
- The proxy discloses related-party arrangements (e.g., legal services by a firm led by the CEO’s brother; SBIC partnership involving the former Chair’s son), all reviewed/approved under OFG’s policy; no related-party transactions involving Ms. Harnett were disclosed .
Say-on-Pay & Investor Signals
- Say-on-pay support: 98% approval at the 2024 annual meeting, indicating strong shareholder support for compensation governance .
- Clawback policy: Three-year lookback for executive incentive compensation in case of financial restatement; reinforces accountability culture alongside director/officer ownership policy .
Governance Assessment
- Strengths:
- Independent director with deep operational and risk expertise; chairs Corporate Governance & Nominating and is vice chair of Risk & Compliance—key levers for board effectiveness and oversight .
- Perfect attendance across Board and committee meetings in 2024, signaling high engagement .
- Meets ownership guideline at 4.82x vs 4.0x requirement; alignment reinforced by hedging/pledging prohibitions .
- No disclosed related-party transactions or interlocks tied to OFG customers/suppliers; Compensation Committee interlocks: none .
- Watch items:
- Multiple public boards (EXR and ANY) merit continued monitoring for time/attention, though no conflicts are disclosed and industries differ from OFG’s banking focus .
- Committee fee transparency: OFG discloses aggregate cash fees; detailed per-committee cash differentials (beyond Audit/Risk chair/member retainers) are not itemized for CG&N chair, which investors may wish to clarify as a best practice .