OFG Bancorp (OFG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 22, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 2, 2026, are eligible to vote, with cumulative voting rights for director elections.

• The Board recommends voting in favor of all proposals and highlights strong financial performance in 2025, including record EPS, revenue, and digital transformation initiatives.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for a one-year term, approve executive compensation on an advisory basis, and ratify KPMG as the independent auditor for 2026.

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

• Shareholder proposals for the 2027 meeting must be submitted by November 13, 2025.

Board of directors and corporate governance

• The Board consists of nine members, eight of whom are independent; the CEO serves as Chairman.

• Board committees include Audit, Risk and Compliance, Compensation, and Corporate Governance and Nominating, all chaired by independent directors.

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

• Board diversity is emphasized, with a mix of tenure, age, gender, and professional backgrounds.