FIRST BANCORP /PR/ 8-K/A

What Happened
First BanCorp (FBP) filed an 8-K reporting two executive arrangements effective July 1, 2026. Said Ortiz was appointed Executive Vice President and Chief Financial Officer under a one‑year employment agreement (auto‑renewing annually unless non‑renewed). Ortiz’s annual base salary is $475,000 plus an annual bonus opportunity; the agreement includes customary confidentiality and 12‑month non‑solicit protections and severance terms tied to termination and change of control events. Separately, longtime executive Orlando Berges retired June 30, 2026 and entered a Professional Services Agreement to consult for FirstBank Puerto Rico as an independent contractor from July 1, 2026 through December 31, 2026 at $300 per hour.

Key Details

• Said Ortiz: one‑year employment agreement effective July 1, 2026; Annual Base Salary $475,000; eligible for annual bonus and executive benefits; agreement auto‑renews year‑to‑year.
• Ortiz severance: if terminated without cause within two years after a change of control, he receives 2x base salary (≈ $950,000) plus 2x average cash performance bonus for the prior two years and value of other benefits; if terminated without cause during the employment period, he receives current base salary plus average cash bonus for the prior two years.
• Orlando Berges: retired June 30, 2026; consulting PSA runs July 1–Dec 31, 2026 (may be renewed by mutual agreement); $300/hour for services provided as requested and subject to availability.
• Contract protections: both agreements include customary confidentiality and non‑solicit clauses; Berges’ PSA adds a 6‑month post‑term non‑compete and 12‑month non‑solicit covenant.

Why It Matters
These filings show management succession and continuity in finance leadership—important for investors watching financial reporting and regulatory oversight. Ortiz’s compensation and severance terms establish the company’s ongoing cost structure and potential change‑of‑control liabilities (e.g., a guaranteed 2x base salary payout in certain scenarios). The Berges consulting arrangement provides short‑term access to institutional knowledge (audit, regulatory, transactional support) at a modest hourly rate, helping ensure a smoother transition after his retirement.