OFG BANCORP (OFG)
Sector: Financials
2026 Annual Meeting Analysis
OFG BANCORP · Meeting: April 22, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
CEO and Chairman with 21-year tenure; OFG's 3-year total return of 55% outperforms the peer group median by +21.3 percentage points, well below the 50-point threshold required to trigger a vote against, and attendance is perfect at 100%.
Independent director since 2014 with franchise business leadership experience; 100% board and committee attendance and no overboarding or other policy flags.
Independent Lead Director since 2016 with 30 years of investment banking experience and financial expertise; 100% attendance across all committees and no policy flags triggered.
Independent director since 2021 with extensive private equity, CFO, and public-board experience; 100% attendance and no overboarding or other policy concerns, though stock ownership is still building toward the required minimum (within allowed ramp-up period).
Independent director since October 2024 — less than 24 months of tenure — and is therefore exempt from the TSR performance trigger; brings relevant CEO and legal experience from insurance and healthcare industries with 100% attendance.
Independent director since October 2024 — less than 24 months of tenure — and is therefore exempt from the TSR performance trigger; brings valuable cybersecurity and technology expertise with 100% attendance.
Independent director since 2019 with deep financial services and risk management background; 100% attendance and stock ownership well above required minimum, with no policy flags triggered.
Independent director since April 2023; under 24 months of tenure as of the policy's cutoff, and with 100% attendance and relevant management experience, no policy flags are triggered.
Independent director since October 2021 with accounting and private equity background serving as Audit Committee Chair; 100% attendance and stock ownership exceeds requirements, with no policy flags triggered.
All nine director nominees receive a FOR recommendation. OFG's 3-year total return of 55% outperforms the company-disclosed peer group median by +21.3 percentage points, well short of the 50-point underperformance threshold needed to trigger a vote against under the strong-positive-TSR policy band. Two directors (García and Grindstaff) joined in October 2024 and are exempt from the TSR trigger under the 24-month new-director rule. All directors attended 100% of meetings, none are overboarded, and the board is majority independent with appropriate committee composition.
Say on Pay
✓ FORCEO
José R. Fernández
Total Comp
$3,479,297
Prior Support
98%%
CEO total pay of $3.48 million is reasonable for the head of a $1.7 billion regional bank that delivered record earnings in 2025, with diluted earnings per share rising to $4.58 and total shareholder return of 55% over three years significantly outpacing the community bank peer group. The pay mix is strong: roughly 72% of the CEO's total compensation is variable or performance-based (annual cash bonus tied to a multi-metric scorecard plus equity awards split between performance shares and time-vesting restricted units), well above the 50–60% policy threshold for variable pay. The company has a meaningful clawback policy, robust stock ownership requirements, and received 98% shareholder support in 2025, indicating broad investor approval of the compensation structure.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
21 yrs
Audit Fees
$1,430,000
Non-Audit Fees
$136,780
Non-audit fees (audit-related fees of $135,000 plus other fees of $1,780, totaling $136,780) represent approximately 9.6% of audit fees of $1,430,000 — well below the 50% threshold that would raise independence concerns. KPMG's tenure of 21 years is below the 25-year threshold that would trigger a concern, and KPMG is a Big Four firm fully appropriate for a $1.7 billion company. No material restatements are disclosed.
Overall Assessment
OFG Bancorp's 2026 annual meeting presents a clean ballot with no contested issues: the company has delivered strong financial and stock performance relative to its peers, executive pay is well-structured with a high proportion of performance-based compensation, KPMG's fees are well within independence guidelines, and all nine director nominees meet policy standards. We recommend FOR on all three proposals.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing