OFG Bancorp (OFG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 30, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 3, 2025, are eligible to vote, with cumulative voting rights for director elections.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, approve executive compensation on an advisory basis, and ratify the selection of KPMG LLP as the independent auditor for 2025.

• No other substantive business is expected at the meeting, and the Board recommends a vote “FOR” all proposals.

• Shareholders may submit proposals or director nominations for future meetings, subject to advance notice requirements.

Board of directors and corporate governance

• The Board consists of nine members, with only the CEO being non-independent; all others meet NYSE independence standards.

• Two new directors, Lynda Grindstaff and Roberto García, were appointed in September 2024, enhancing expertise in cybersecurity and diverse industries.

• The Board combines the roles of Chairman and CEO, with a Lead Independent Director to ensure balanced governance.

• Four standing committees oversee audit, risk and compliance, compensation, and governance, all chaired by independent directors.

• Directors are required to hold stock valued at least four times their annual cash compensation within three years.