Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2017, OFG Bancorp (the
“Company”) appointed Mr. Ganesh Kumar (age 51), Executive Vice President and
Chief Financial Officer of the Company since 2012, and Ms. Maritza Arizmendi
(age 48), Senior Vice President and Chief Accounting Officer since 2014, to new
senior executive positions. Both appointments were effective immediately.
Mr. Kumar was appointed Senior
Executive Vice President and Chief Operating Officer. Previously, he served as
the Company’s Chief Operating Officer from 2009 to 2012 and also as Chief Risk
Officer. Before joining the Company in 2004, he was a director of consulting
at Gartner Inc. (NYSE: IT), an industry leading research and advisory firm
where he assisted a wide array of financial service companies develop
technology-enabled strategies and operational plans to meet desired results.
Prior to Gartner, he was a manager at McKesson Corporation (NYSE: MCK) from
1997 to 1999; a planning and technology architect at Intercontinental Hotels
Group (NYSE: IHG) from 1995 to 1997; and a consultant to financial services clients
worldwide from 1986 to 1995.
Ms. Arizmendi was appointed
Executive Vice President and Chief Financial Officer. Previously, she served
as the Company’s Senior Vice President of Corporate Finance from 2012 to 2014.
At Banco Bilbao Vizcaya Argentaria Puerto Rico (“BBVAPR”), a Puerto Rico
commercial bank acquired by the Company in December 2012, she served as Chief
Financial Officer and Treasurer since 2006, Senior Vice President of Financial
Planning from 2000 to 2006, and Vice President of Risk Management from 1998 to
2000. Prior to its acquisition by BBVAPR, Ms. Arizmendi was a Vice President
of Loan Review at Poncebank. She started her career at PricewaterhouseCoopers
LLP, where she attained the position of Senior Auditor. Ms. Arizmendi received
her Bachelors Degree in Accounting and a Juris Doctor from the University of
Puerto Rico. She is a Certified Public Accountant and is admitted to practice
law in Puerto Rico.
There is no arrangement or
understanding between Mr. Kumar or Ms. Arizmendi and any other persons pursuant
to which they were selected as officers of the Company, nor have they entered
into or amended any material plan, contract or arrangement in connection with
their appointments. Since the beginning of the Company’s last fiscal year,
Oriental Bank had two outstanding residential mortgage loans to Ms. Arizmendi
and one outstanding residential mortgage loan to her brother, Ovidio Arizmendi,
that were made in the ordinary course of business, on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable loans with persons not related to the lender, and did not
involve more than the normal risk of collectability or present other
unfavorable features. Excluding transactions involving the Company’s banking
subsidiary, Oriental Bank, as a depositary of funds, and the loans described
herein, there has been no transaction, arrangement or relationship (or series
of similar transactions, arrangements or relationships) since the beginning of
the Company’s last fiscal year, or any currently proposed transaction,
arrangement or relationship (or series of similar transactions, arrangements or
relationships), in which the Company (or any of its subsidiaries) was or is to
be a participant and the amount involved exceeds $120,000, and in which Ms.
Arizmendi or any member of her immediate family had or will have a direct or
indirect material interest.