Proxy Statement (Form DEF 14A)

 

 

 

 

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Date and Time:

 

 

May 21, 2025 at 10:00 A.M., Atlantic Standard Time

Place:

 

 

Online at www.virtualshareholdermeeting.com/FBP2025

Record Date:

 

 

 

 

 

 

 

 

 

 

 

 

Record Holders

 

 

Beneficial Owners

 

 

 

 

 

 

Follow the instructions set forth on the voting instruction form provided by your broker, bank, trustee, or other nominee that holds your shares with these proxy materials.

 

Call +1-800-690-6903

 

 

 

 

 

 

 

 

 

 

 

Cast your ballot, sign your proxy card and return.

 

 

 

 

 

 

 

 

 

 

 

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Attend our Annual Meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website.

 

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

1

 

 

 

Proposal No. 1

 

Election of Directors

 

 

BOARD'S

RECOMMENDATION

FOR

EACH NOMINEE

 

Refer to "Proposal No. 1 - Election of Directors" and "Information With Respect to Nominees Standing for Election as Directors and With Respect to Executive Officers of the Corporation" on page 13.

 

 

 

 

 

 

 

 

 

Proposal No. 2

 

Advisory vote to approve executive compensation

 

 

BOARD'S

RECOMMENDATION

FOR

THIS PROPOSAL

 

Refer to "Proposal No. 2 - Non-Binding Approval of Compensation of Named Executive Officers" on page 48 and "Executive Compensation Disclosure - Compensation Discussion & Analysis (CD&A)" on page 49.

 

 

 

 

 

 

 

 

 

Proposal No. 3

 

Ratification of Auditors

 

 

BOARD'S

RECOMMENDATION

FOR

THIS PROPOSAL

 

Refer to "Proposal No. 3 - Ratification of the Appointment of the Independent Registered Public Accounting Firm" on page 79.

 

 

 

 

 

 

2

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

3

 

 

 

 

 

 

 

 

 

Strong Corporate Performance

 

 

✔

 

 

Earned $298.7 million in GAAP net income

 

✔

 

 

Adjusted pre-tax pre-provision income (non-GAAP)^* of $452.23 million

 

✔

 

 

Achieved net interest margin of 4.25%, an improvement of 3 basis points as compared to 2023

 

✔

 

 

Achieved year-over-year organic loan growth of $569.0 million, or 4.7%, primarily driven by increases in commercial, and auto loan and finance leases portfolios

 

✔

 

 

Prudent expense management, evidenced by sustaining a 51.92% efficiency ratio

 

✔

 

 

Reached a non-performing asset ratio of 0.61%, an improvement of 6 basis points as compared to 2023

 

✔

 

 

Strong Retuon Average Assets (ROAA) of 1.58%, and Retuon Average Equity (ROAE) of 19.09%

 

Franchise Highlights

 

 

✔

 

 

Expanded our total deposits, excluding brokered certificate of deposit and government deposits, by $267.1 million, or 2.1%, as compared to 2023, gaining core market share in our main market, Puerto Rico

 

✔

 

 

Advanced the evolution of our information technology ("IT") infrastructure and digital capabilities to simplify operations and support further business growth (i.e., FirstBank Commercial Hub, and cloud migration)

 

✔

 

 

Achieved customer enrollment penetration of 60% across all digital platforms

 

✔

 

 

Promoted digital adoption with retail Digital Banking users increasing 3.8% as compared to 2023

 

✔

 

 

Advanced process improvement initiatives aimed at supporting business goals and increasing efficiency across the organization

 

✔

 

 

Continued focused on our colleagues to drive up employee engagement

 

✔

 

 

Continued advancing our corporate sustainability program, which includes, but is not limited to, environmental, social and governance ("ESG") matters

 

Value-Driven Capital Allocation

 

 

✔

 

 

Returned over 100% of 2024 earnings, through the repurchase of $100.0 million in shares of Common Stock, payment of $106.0 million in Common Stock dividends and $100.0 million redemption of junior subordinated debentures

 

✔

 

 

Ample capital position to continue growing franchise and delivering value to stockholders

 

 

 

 

 

 

 

 

*

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Majority voting standard for our director elections

 

 

 

 

Board strategic oversight and review of Enterprise Risk Management

 

 

 

Annual elections of all directors (not a staggered Board)

 

 

 

 

Frequent executive sessions of independent directors

 

 

 

Stock ownership guidelines for executive officers and non-management directors

 

 

 

 

Annual Board and committee self-evaluations

 

 

 

Robust compensation clawback policy

 

 

 

 

Oversight of corporate sustainability matters clearly delineated among Board, Board committees, and management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average board tenure of current Board nominees is 9.2 years

 

 

 

 

Four fully independent Board committees

 

 

 

An independent Chair of the Board with extensive duties

 

 

 

 

100% of Board nominees have experience in financial services, investment, and strategic planning

 

 

 

100% of Board nominees have senior management and leadership experience

 

 

 

 

78% of Board nominees have audit and risk oversight experience

 

 

 

8 of our 9, or 89%, of our current directors are independent

 

 

 

 

33% of the Board nominees are women, and 67% are Hispanic

 

 

 

 

 

 

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

5

 

 

 

 

Performance-Driven We believe executive compensation must, to a large extent, be at risk, so that the amount earned is directly tied to the achievement of rigorous corporate, business unit and individual performance objectives that drive long-term value creation.

 

 

• Focus on variable incentive-based pay (57%-76% of total target NEO pay is at-risk as performance-based)

 

 

Stockholder-Aligned Executives should be compensated through compensation elements designed to enhance stockholder value.

 

 

Competitively Positioned Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that the Corporation employs the best executives to continue its success.

 

 

Responsibly Governed Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.

 

 

 

 

6

•

the election of nine (9) directors, each for a term expiring at the 2026 Annual Meeting of Stockholders;

•

the approval on a non-binding basis of the 2024 compensation of the Corporation's NEOs, who are identified herein; and

•

the ratification of the appointment of Crowe LLP ("Crowe") as our independent registered public accounting firm for our 2025 fiscal year.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vote Required to Adopt theProposal

 

 

Broker Non-Votes

 

No. 1 - Election of 9 Directors to Serve for One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

 

 

"For," "Against," or "Abstain" on each nominee

 

 

Affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote.

 

 

Abstentions will have the same effect as votes cast "against." Broker non-votes will not be counted in determining the number of shares for approval. Accordingly, they will have no effect.

 

No. 2 - Approve on a non-binding basis the 2024 compensation of the Corporation's NEOs

 

 

"For," "Against," or "Abstain"

 

 

Affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote.

 

 

Abstentions will have the same effect as votes cast "against." Broker non-votes will not be counted in determining the number of shares for approval. Accordingly, they will have no effect.

 

No. 3 - Ratify the Appointment of Crowe as our Independent Auditor for Fiscal Year 2025

 

 

"For," "Against," or "Abstain"

 

 

Affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote.

 

 

Abstentions will have the same effect as votes cast "against." Brokers have discretionary authority to vote shares on this proposal even if they have not received voting instructions from the beneficial owner of such shares, as discussed below.

 

 

 

 

 

 

 

 

 

 

 

8

•

•

•

•

voting via the Internet (instructions are on the Notice of Internet Availability of Proxy Materials and the proxy card);

•

voting by telephone (instructions are on the Notice of Internet Availability of Proxy Materials and the proxy card); or

•

voting by mail if you receive or request paper copies of the Proxy Materials by completing the enclosed proxy card, signing, dating, and returning it in the enclosed postage-paid envelope.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

9

10

(1)

Beneficial Owners of More Than 5% of Our Common Stock:

 

 

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owner

 

 

Amount and

Nature of

Beneficial Ownership

 

 

Percent of

Class(a)

 

 

 55 East 52^nd Street

 New York, NY 10055

 

 

25,351,160(b)

 

 

15.54%

 

 

The Vanguard Group.

 100 Vanguard Blvd.

 Malvern, PA 19355

 

 

21,965,856(c)

 

 

13.47%

 

 

 245 Summer Street

 Boston, MA 02110

 

 

12,013,815(d)

 

 

 

 

 Building One

 6300 Bee Cave Road

 Austin, TX, 78746

 

 

10,096,761(e)

 

 

 

 

 State Street Financial Center

 1 Lincoln Street

  Boston, MA 02111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Based on 163,126,093 shares of Common Stock outstanding as of March 24, 2025.

(b)

Based solely on a Schedule 13G filed with the SEC on January 22, 2024, in which BlackRock, Inc. reported aggregate beneficial ownership of 25,351,160 shares of Common Stock as of December 31, 2023. BlackRock, Inc. reported that it possessed sole power to dispose or direct the disposition of 25,351,160 shares of Common Stock. BlackRock, Inc. reported that it possessed sole power to vote or direct the vote of 25,032,086 shares of Common Stock beneficially owned.

(c)

Based solely on a Schedule 13G filed with the SEC on February 13, 2024, in which The Vanguard Group reported aggregate beneficial ownership of 21,965,856 shares of Common Stock as of December 29, 2023. The Vanguard Group reported that it possessed sole power to dispose or direct the disposition of 21,638,525 shares of Common Stock and shared power to dispose or direct the disposition of 327,331 shares of Common Stock. The Vanguard Group reported that it possessed shared power to vote or direct the vote of 137,876 shares of Common Stock beneficially owned.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

11

(d)

Based solely on a Schedule 13G filed with the SEC on February 9, 2024, in which FMR LLC reported aggregate beneficial ownership of 12,013,815 shares of Common Stock as of December 29, 2023. FMR LLC reported that it possessed sole power to dispose or direct the disposition of 12,013,815 shares of Common Stock. FMR LLC reported that it possessed sole power to vote or direct the vote of 12,013,815 shares of Common Stock beneficially owned.

(e)

Based solely on a Schedule 13G filed with the SEC on February 9, 2024, in which Dimensional Fund Advisors LP reported aggregate beneficial ownership of 10,096,761 shares of Common Stock as of December 29, 2023. Dimensional Fund Advisors LLP reported that it possessed sole power to dispose or direct the disposition of 10,096,761 shares of Common Stock. Dimensional Fund Advisors LP reported that it possessed sole power to vote or direct the vote of 9,890,465 shares of Common Stock beneficially owned.

(f)

Based solely on a Schedule 13G filed with the SEC on January 24, 2024, in which State Street Corporation reported aggregate beneficial ownership of 9,173,043 shares of Common Stock as of December 31, 2023. State Street Corporation reported that it possessed shared power to dispose or direct the disposition of 9,173,043 shares of Common Stock. State Street Corporation reported that it possessed shared power to vote or direct the vote of 1,166,947 shares of Common Stock beneficially owned.

(2)

Beneficial Ownership of Directors, Director Nominees and Executive Officers:

 

 

 

 

 

 

 

 

 

 

Name of Beneficial Owner

 

 

Amount and

Nature of

Beneficial

Ownership (a)

 

 

Percent of

Class

 

 

Directors and Director Nominees

 

 

 

 

 

 

 

 

 

 

 

 

Aurelio Alemán, President & Chief Executive Officer

 

 

1,132,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roberto R. Herencia, Chair of the Board

 

 

 

 

 

 

Félix M. Villamil

 

 

 

 

 

 

Named Executive Officers

 

 

 

 

 

 

Orlando Berges, Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

Donald Kafka, Executive Vice President & Chief Operations Officer

 

 

 

 

 

 

Juan C. Pavía, Executive Vice President & Chief Credit Officer

 

 

 

 

 

 

Nayda Rivera, Executive Vice President & Chief Risk Officer

 

 

 

 

 

 

All current directors and Executive Officers as a group (20 persons as a group)

 

 

3,730,743

 

 

2.3%

 

 

 

 

 

 

 

 

 

 

*

Less than 1% of our outstanding Common Stock as of March 24, 2025.

(a)

For purposes of this table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of a security if that person has the right to acquire beneficial ownership of such security within 60 days. This table also includes shares granted under the First BanCorp Omnibus Incentive Plan, as amended (the "Omnibus Incentive Plan") which are subject to forfeiture upon failure to meet certain vesting conditions, as follows: Mr. Acosta Reboyras, 1,889; Mr. Alemán,153,201; Mrs. Crespo, 1,889; Ms. Dedrick, 1,889; Mrs. Eaves, 2,280; Mr. Frye, 1,889; Mr. Heffern, 1,889; Mr. Herencia, 4,723; Mr. Berges,41,648; Mr. Kafka, 20,143; Mr. Pavía, 26,881 ; Mrs. Rivera, 34,927; Mr. Villamil, 2,061 and all current directors and executive officers as a group, 453,866. These amounts do not include shares of Common Stock represented by units in a unitized stock fund under our Defined Contribution Retirement Plan.

12

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

13

 

 

 

 

LEADERSHIP

 

Experience in significant leadership positions over an extended period, especially chief executive officer ("CEO") positions. Directors with that experience generally provide the Corporation with special insights and possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Through their service as top leaders at other organizations, they also have access to important sources of market intelligence, analysis and relationships that benefit the Corporation.

 

 

 

 

 

 

 

 

 

FINANCIAL SERVICES INDUSTRY

 

Experience in the financial services industry. Directors with that experience provide insight with respect to the Corporation's diversified banking businesses, which provide a broad range of financial services to consumer and corporate customers.

 

 

 

 

 

 

 

 

 

RISK MANAGEMENT

 

Risk expertise to assist the Corporation in ensuring that it is properly identifying, analyzing, measuring, monitoring, reporting and controlling or mitigating risk. Risk management is a critical function of a financial services company, and its proper supervision requires directors with sophisticated risk management skills and experience. Directors provide oversight of the Corporation's risk management framework, including the significant policies, procedures and practices used in managing credit, market and certain other risks, and review recommendations by management regarding risk mitigation.

 

 

 

 

 

 

 

 

 

REGULATORY COMPLIANCE

 

Experience serving at, or interacting with, regulators, or operating businesses subject to extensive regulation, in order to support our continued compliance with applicable regulatory requirements and promote ongoing effective relationships with our regulators. The Corporation and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and federally, including the Federal Reserve Board (the "Fed"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Commissioner of Financial Institutions of the Commonwealth of Puerto Rico and other local banking and insurance authorities.

 

 

 

 

 

 

 

 

 

CONSUMER BUSINESS

 

Extensive consumer experience to assist the Corporation in evaluating its business model and strategies for reaching and servicing its retail customers. The Corporation provides services to retail customers in connection with its retail banking, consumer finance, real estate lending, personal loans, auto loans, small and middle market commercial banking and other financial services businesses.

 

 

 

 

 

 

 

 

 

CORPORATE BUSINESS

 

A depth of understanding of and experience with complex business structures and transactions. Directors with that experience enhance the Corporation's provision of a variety of services to its corporate clients, including financial restructurings, loans and cash management.

 

 

 

 

 

 

 

 

 

FINANCIAL REPORTING

 

Direct or supervisory experience in the preparation of financial statements, as well as finance and accounting expertise. While the Board and its committees are not responsible for preparing our financial statements, they have oversight responsibility and the Audit Committee has the authority to select, oversee and evaluate our independent registered public accounting firm.

 

 

 

 

 

 

 

 

 

LEGAL MATTERS

 

Experience complying with legal and contractual requirements, as well as understanding complex litigation and litigation strategies. Our Board has an important oversight function with respect to compliance with applicable legal requirements. In addition, it monitors legal proceedings and evaluates major settlements.

 

 

 

 

 

14

 

 

 

DIRECTOR SINCE: August 2014

AGE:69

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since August 2014. Mr. Juan Acosta Reboyras has been the Managing Member and Co-Founder of Acosta & Ramirez Law Office, LLC, since 1999, specializing in tax and corporate law, individual tax planning, estate planning and general matters of tax and corporate law. Mr. Acosta Reboyras was a former partner of KPMG from 1976 to 1995, and of the law firms Goldman Antonetti & Cordova from 1995 to 1996 and McConnell Valdes from 1996 to 1999. Throughout his nearly 50-year career, Mr. Acosta-Reboyras has dealt with a variety of tax compliance and planning issues while concentrating on tax-related business affairs, including corporate reorganizations, mergers, acquisitions, and divestitures. He has also counseled clients on the organization and operation of corporations in Puerto Rico, applications for grants of tax exemption and United States and Puerto Rico income tax matters dealing with outbound and inbound transfers of assets. Mr. Acosta-Reboyras has been a Certified Public Accountant since 1977 and has been licensed to practice law in the Commonwealth of Puerto Rico and the United States Court of Appeals for the First Circuit since 1984. He is a former President of the Puerto Rico Society of Certified Accountants and a member of the Puerto Rico Bar Association and the American Institute of Certified Public Accountants. He is also a former member of the Board of Directors of the University of Puerto Rico. Mr. Acosta-Reboyras also serves on the Board of Directors of various non-profit organizations.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• His extensive experience in tax and corporate law gained as the managing partner of Acosta & Ramirez Law Office, LLC enhances the Board's understanding of tax and financial matters.

 

 

• His experience with a variety of tax compliance and planning issues, including corporate reorganizations, mergers, acquisitions, and divestitures brings to the Board vast legal-related expertise.

 

 

• His leadership experience obtained from director and executive positions held at the Puerto Rico Society of Certified Accountants and the University of Puerto Rico enhances the Board's oversight functions.

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

15

 

 

Aurelio Alemán

DIRECTOR SINCE:September 2005

AGE:66

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

President and CEO of the Corporation since September 2009. Director of First BanCorp. and its subsidiary FirstBank since September 2005. Mr. Alemán currently serves as Chair of the Board of Managers of the Corporation's subsidiaries First Federal Finance Limited Liability Company d/b/a Money Express, First Management of Puerto Rico, L.L.C., and FirstBank Insurance Agency, LLC; and Chair of the Board of Directors of and FirstBank Overseas Corp. He was the Chair of the Board of Directors of the Corporation's subsidiary First Mortgage, Inc. from September 2005 through December 2014, of First Express, Inc. from March 2007 through December 2022, and Senior Executive Vice President and Chief Operating Officer of the Corporation from October 2005 to September 2009. During that period, he was responsible for all the Retail & Consumer Banking Business Areas of FirstBank, as well as the operations of First Mortgage, Inc., First Leasing & Car Rental Corp., FirstBank Insurance Agency, Inc., and First Federal Finance Limited Liability Company d/b/a Money Express. He was also in charge of the operations of FirstBank's Florida banking subsidiary and FirstBank's operations in the British Virgin Islands and US Virgin Islands, where FirstBank is one of the leading banking institutions. In addition, he supervised the Human Resources, Operations, Technology, Strategic Planning, and Marketing and Public Relations departments. He was the Executive Vice President responsible for the consumer lending business of FirstBank between 1998 and 2009, where he undertook the presidency of various of the Corporation's subsidiaries, as follows: President of First Federal Finance Limited Liability Company d/b/a Money Express from 2000 to 2006; President of FirstBank Insurance Agency, Inc. from 2001 to 2006; and President of the Corporation's subsidiary First Leasing & Rental Corp. from 1999 to June 2007. Previously, he was Vice President of Citibank, N.A., as Chief of Consumer Indirect Business & Mortgage, responsible for the wholesale and retail automobile financing and retail mortgage business from 1996 to 1998 and Vice President of Chase Manhattan Bank, N.A., as Operations and Technology Executive, responsible for banking operations and technology of the retail and corporate banking divisions for Puerto Rico and the EasteCaribbean region from 1990 to 1996. Mr. Alemán currently serves as President of the Puerto Rico Bank's Association since October 2023; he previously served from October 2019 to October 2021 and from 2011 to 2013. Since 2012, he has been a Director of the Latin America and Caribbean Advisory Board of MasterCard.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• His roles as CEO of the Corporation since 2009, President and/or CEO of many of the Corporation's subsidiaries from 1999 to 2014, and Chief Operating Officer of the Corporation from 2005 to 2009, have provided him extensive leadership and financial services industry experience. Under his tenure as CEO, he engineered the turnaround of the Corporation's troubled financial institution subsidiary in a local economy that had by then produced three bank failures. In less than two years, he oversaw the creation of a strategic plan that resulted in the $520 million recapitalization of the Corporation in 2011, the second largest of its kind since the financial crisis in 2008. After the capital raise, Mr. Alemán's leadership resulted in the transition of the organization from a defensive to an offensive posture and the timely execution of the Corporation's strategic plan, which has produced major improvements in GAAP net income, deposit growth and composition, and asset quality. The Corporation's retuto profitability in 2012, ahead of market expectations, was accompanied by the strengthening of the franchise in the areas of product development, talent management, and employee engagement. Under Mr. Alemán's direction, the Corporation participated in a novel transaction with one of its competitors to acquire Doral Bank in 2015, thus expanding the institution's footprint and increasing its growth potential. In October 2020, under Mr. Aleman's leadership, the Bank completed the acquisition of Banco Santander Puerto Rico, which has improved the Corporation's scale and competitiveness in the Puerto Rico market, while enhancing its funding and risk profile. In recent years, under Mr. Alemán's leadership, the Corporation has shown strong financial and operating performance despite challenges presented by the macroeconomic environment, including through the COVID-19 pandemic. Under Mr. Alemán's direction, the Corporation has advanced its digital capabilities and process improvement initiatives aimed at supporting business goals and increasing efficiency across the Corporation.

 

 

• His career of more than 40 years in the financial services industry, which includes diverse positions in the areas of business administration, sales, credit and risk management, banking operations, and technology in institutions such as the Corporation, Citibank, and Chase Manhattan Bank, has given him a comprehensive understanding of the industry.

 

 

• In his roles as President, CEO and Chief Operating Officer of the Corporation and the Bank and through his prior experience as Vice President of Citibank, N.A. and Chase Manhattan Bank, N.A., Mr. Alemán gained extensive experience with financial services, consumer business, corporate business issues, risk management, operations, and technology.

 

 

 

16

 

 

 

DIRECTOR SINCE:February 2015

AGE:67

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since February 2015. CEO of the Puerto Rico Science, Technology and Research Trust since March 2015, entity that in 2023 was designated as one of the thirty-one U.S. Economic Development Administration Tech Hub in Biosciences. Mrs. Luz A. Crespo is a retired General Manager of the Enterprise Business Division (Puerto Rico Manufacturing Operation-PRMO) of Hewlett-Packard Puerto Rico ("HP") located in Aguadilla. Her tenure at HP lasted for 32 years, from 1981 to 2013. She is a member of the Industrial Engineering Honor Society, Alpha Pi Mu. Mrs. Crespo served as the President of the Puerto Rico Manufacturing Association ("PRMA") from 2000 to 2002 and later served on the Nominating Committee of the Board of Directors of PRMA from 2003 to 2013. She was also a member of the Manufacturing Advisory Board during the incumbency of Governor Luis Fortuño from 2011 to 2013.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• Her tenure of 32 years at HP provided significant leadership experience over an extended period of time. As part of her responsibilities, she provided supply chain support to operations in Europe (England, Germany, and the Czech Republic) and Mexico. In addition, Mrs. Crespo managed the Latin-American Unix operation where her responsibilities included sales, marketing, and total customer experience.

 

 

• Mrs. Crespo brings to the Corporation risk management expertise in the IT industry. Mrs. Crespo's experience and expertise in IT-related matters provides the Board with valuable direction and input on IT-related risks and assists the Corporation in developing a more effective IT governance structure and cybersecurity oversight.

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

17

 

 

DIRECTOR SINCE:January 2019

AGE:68

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since January 2019. Ms. Dedrick is a former Executive Vice President and Head of Enterprise Risk Management for Santander Holdings U.S., where she was responsible for enterprise risk, operational risk, and market risk for the Americas until her retirement in 2017. Prior to this role, Ms. Dedrick was Executive Vice President and Chief Risk Officer at Hudson City Bancorp from July 2011 until November 2015 and remained at its successor M&T Bank from November 2015 to February 2016. From January 2010 to February 2011, Ms. Dedrick served as the Treasurer of PineBridge Investments, an asset management company with $83 billion in assets under management. Prior to this, Ms. Dedrick was employed by MetLife, the largest insurance provider in the United States, where she served as Vice President and Assistant Treasurer from June 2001 until July 2004, Vice President and Head of Investor Relations from July 2004 until July 2007 and then served as the Senior Vice President and Head of Market Risk from July 2007 until September 2009. Ms. Dedrick is a member of the board of ISACA, a professional association focused on Information Security and IT governance, where she also served as Chair from June 2020 to June 2021. Ms. Dedrick currently serves as Vice Chair of the Audit and Risk Committee and the Governance and Nominating Committee of ISACA. In addition, from December 2022 to June 2023, Ms. Dedrick was named Interim CEO of ISACA. Ms. Dedrick served as a Lead Director of Sterling Bancorp (Nasdaq: SBT), from December 2020 to March 2025, where she served as chair of the Risk Committee and the Nominating and Corporate Governance Committee, as well as a member of the Ethics and Compliance Committee. Ms. Dedrick also served as a board member of Fieldpoint Private, a private wealth management firm, from January 2020 to December 2020.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• She is a former financial service industry executive, with over 42 years of experience in a wide variety of management roles in areas such as risk management, compliance, treasury and investor relations, which provides the Board with valuable insight.

 

 

• As former Executive Vice President and Head of Enterprise Risk Management of Santander Holdings U.S., Ms. Dedrick brings to the Board valuable insight with respect to governance over enterprise risk management functions and other operational and market risk areas, such as information security and treasury functions.

 

 

• Her extensive knowledge of key risk areas, such as, market, liquidity, credit, operational, cybersecurity, IT, strategic, reputational, model and vendor/third party risks, consumer and commercial banking rules and regulations, including the Bank Secrecy Act and related anti-money laundering laws, unfair, deceptive or abusive acts or practices ("UDAAP") under the Dodd-Frank Act and the Community Reinvestment Act, enhances the Board's oversight of those areas.

 

 

 

18

 

 

 

DIRECTOR SINCE:March 2021

AGE:65

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since March 2021. Mrs. Eaves has over 35 years of experience in the telecommunications industry within the Caribbean, including Puerto Rico, U.S. Virgin Islands and British Virgin Islands. Prior to retiring in 2019, Mrs. Eaves served as the Chief Commercial Officer of Sprint Puerto Rico from 1995 to 2019, where she was responsible for marketing, sales, customer experience and financial growth. Mrs. Eaves has a consistent proven track record of growth, and successfully led organizations through innovation, strategic transformation and market expansion. From 1990 to 1994, Mrs. Eaves served as Director of sales and marketing for Sprint Puerto Rico, managing all sales and marketing strategies and executions including advertising, product, pricing and executing strategic sales plans, optimizing sales processes and building high performance teams. Mrs. Eaves financial acumen allows her to align sales initiatives with business objectives ensuring profitability and long-term success. Prior to joining Sprint Puerto Rico, Mrs. Eaves held various sales and marketing positions within the communications and media industry in Puerto Rico. Mrs. Eaves is also actively involved in various entrepreneur organizations, including non-profit organizations in Puerto Rico.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• High-achieving executive with over 35 years of experience in various leadership roles in sales and marketing within Puerto Rico, which enables her to provide the Board with intricate knowledge and profound understanding of Puerto Rican consumers and their habits and motivations.

 

 

• Knowledge of the telecommunications and media industries in Puerto Rico obtained during her tenure at Sprint Puerto Rico and other media/communications firms.

 

 

• Experience in leading large teams to successfully reach and exceed goals, identifying operational efficiencies that impact the bottom line, and executing strategies to increase customer engagement and brand awareness.

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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DIRECTOR SINCE:August 2018

AGE:70

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since August 2018. Mr. Frye is a former Special Advisor and Area Director of the FDIC, with over 43 years of experience in the banking industry. Prior to retiring in December 2016, Mr. Frye held various positions within the FDIC, including Bank Examiner, Regional Manager, Area Director and Special Advisor. From August 2014 to December 2016, Mr. Frye served as Special Advisor at the FDIC. From 2002 to August 2014, he served as Area Director of the FDIC's Boston Area Office, where he directed the risk management supervisory activities for the six New England states. For approximately two years during this timeframe, he also served as acting Regional Director for the FDIC's New York Region, with responsibility for both risk management and consumer protection supervisory programs. Mr. Frye has served as an independent director of privately held Shinhan Bank America since April 2017.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• His extensive experience as a former Bank Examiner, Regional Manager, Area Director and Special Advisor of the FDIC, with over 40 years of experience in a wide variety of roles requiring risk management and financial expertise, enables him to provide the Board with valuable insight into the financial services industry and in key areas of leadership, risk management and financial reporting.

 

 

• His extensive experience overseeing risk management and financial functions at the FDIC enables him to assist the Corporation in ensuring that it is properly identifying, measuring, monitoring, reporting, analyzing and controlling or mitigating risk.

 

 

 

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DIRECTOR SINCE:October 2017

AGE:63

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since October 2017. Since January 2023, Co-President, Portfolio Manager and Member of the Investment Committee of Princeton Capital Management LLC, a registered investment advisor firm. Prior to joining Princeton Captial Management LLC, Mr. Heffem was a Portfolio Manager at Mendon Capital Advisers Corp., an asset manager firm in bank equities, from November 2021 through December 2022. Mr. Heffeis also the Founder of KCA/Princeton Advisors, LLC ("KCA"), a private investment firm, and has served as its Principal since January 2017. Prior to founding KCA, Mr. Heffewas a Managing Partner/Senior Portfolio Manager at Chartwell Investment Partners from 2005 to 2016, where he managed the firm's growth investing strategies for institutional separate account clients and as subadvisor, led mutual fund companies with multi-manager strategies in the areas of domestic small cap growth and mid cap growth equities. From 1997 to 2005, he served as a Senior Vice President and Senior Portfolio Manager with the growth investing group at Delaware Investment Advisers, and in 2001, he co-founded the Delaware American Services Fund, a mutual fund specializing in banking and non-banking financial companies, as well as non-financial service companies. From 1994 to 1997, he served as a Senior Vice President/Senior Equity Analyst at NatWest Securities Limited, Research Division, covering banks and specialty financial services companies. From 1988 to 1994, Mr. Heffewas a Principal and Senior Equity Analyst at Alex. Brown & Sons, Inc, Research Division, where he specialized in U.S. banks and thrifts. Mr. Heffeserved from May 2016 through September 2018 on the Board of Trustees of the Princeton Junior School, where he chaired its Development Committee and was a member of its Finance Committee. Since 2019, he has been member of the Finance Committee of the Church of St. Ann in Laurence, NJ, and from 2019 to 2023, he was a member of the Board of Trustees of Laurence Cemetery Company.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• Experience with financial services companies and risk management expertise obtained as a Managing Partner/Senior Portfolio Manager at Chartwell Investment Partners, where he analyzed and monitored substantial investment positions, enables him to provide the Board with valuable insights regarding investment strategies.

 

 

• More than 35 years of finance, banking and managerial experience and expertise in evaluating companies' strategies, operations and risks gained through his work in the investment management industry enables him to provide the Board with valuable insights.

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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DIRECTOR AND

CHAIR SINCE:October 2011

AGE:65

OTHER CURRENT PUBLIC BOARDS:

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation and Chair of the Board since October 2011. President and CEO of BXM Holdings, an investment fund specializing in community bank investments, since October 2010. Mr. Herencia is a founder, and served as independent director and Chair of the Board of Directors, of Byline Bancorp (NYSE:BY) and its subsidiary bank, Byline Bank, since 2013, and effective February 2021, assumed the role of CEO of Byline Bancorp. Between 2009 and 2010, Mr. Herencia served as President and CEO of Midwest Banc Holdings, Inc. and its subsidiary Midwest Bank and Trust. Previously, he spent 17 years with Popular, Inc. (Nasdaq: BPOP) as its Executive Vice President and President of Popular, Inc.'s subsidiary, Banco Popular North America. Prior to joining Popular Inc., Mr. Herencia spent 10 years with The First National Bank of Chicago, now a part of J.P. Morgan Chase (NYSE: JPM), in a variety of roles, including Deputy Senior Credit Officer and Head of the Emerging Markets Division.

Mr. Herencia has served as Chair of the Board of Directors of Byline BanCorp and as Executive Chair of Byline Bank, the subsidiary bank of Byline Bancorp, since June 2013. In May 2022, Mr. Herencia was appointed as Chair of the Board of Directors of Banner Corporation (Nasdaq: BANR) and its subsidiary Banner Bank, where he has served as an independent director since March 2016. Mr. Herencia served on the Board of Directors of the Development Finance Corporation (DFC), an agency of the U.S. Government, following confirmation by the U.S. Senate in 2011 and re-nomination in April 2013 until the end of his tenure in November 2019. Mr. Herencia served from December 2010 to September 2015 as an independent director of privately held SKBHC Holdings LLC and its two subsidiary banks, AmericanWest Bank and First National Bank of Starbuck. Between 2003 and 2007, Mr. Herencia was a member of the Board of Directors of The ServiceMaster Company (NYSE: SVM), where he served as Chair of its Audit and Finance Committee.

Mr. Herencia is a Trustee of DePaul University and the NorthwesteMemorial Foundation in Chicago. He serves on the Board of Directors of Junior Achievement of Chicago, Polk Brothers Foundation, and Christian Brothers Investment Services.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• He is a financial services industry executive, consultant and leader with over 40 years of broad experience in all aspects of the banking industry in the U.S., including senior roles in diverse banking segments, including corporate, commercial, small business, problem asset restructuring and retail banking, which provides the Board with valuable insight in the areas of leadership, strategic planning and relationship banking.

 

 

• His vast experience in the financial institutions industry, as evidenced by his positions as CEO of a publicly traded community bank, head of emerging markets at a major domestic and international bank, and consultant to regulators, has provided him with extensive experience in complex and distressed turnaround efforts, mergers, and acquisitions. This experience benefits the Board's ability to assess issues relating to regulatory compliance and risk management.

 

 

• His experience and designation as a financial expert and chair of the audit committee of a publicly traded company and his role in various other audit committees of private companies enhance the Board's understanding of complex financial matters and understanding of governance matters.

 

 

• Corporate business knowledge, leadership abilities and risk management capabilities obtained from Mr. Herencia's experience as President and CEO enhance the Board's understanding of the responsibilities and challenges of public companies.

 

 

 

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Félix M. Villamil

 

DIRECTOR SINCE:October 2020

AGE:63

EXPERTISE AND SKILLS

 

 

BACKGROUND

 

 

Director of the Corporation since October 2020. Since 2017, Mr. Villamil has been a member of the Board of Directors of V. Suárez & Company, a privately owned corporation and one of Puerto Rico's largest distributors in the beverage, food, household goods, and personal care segments, where he is a member of the Audit Committee and Information Technology Committee. Since 2010, Mr. Villamil has served as a member of the Board of Trustees of the Sacred Heart University, where he served as Chair of the Governance Committee, and, before that, as Vice Chair of the Board of Trustees and Chair of the Audit Committee. From 2004 until his retirement in 2013, Mr. Villamil held various positions within Evertec, Inc. (NYSE: EVTC), including CEO and Director from September 2010 to February 2012, and Vice Chair from 2012 to 2013. As CEO and Director of Evertec, Inc., Mr. Villamil managed the overall business strategy, including overseeing Evertec Inc.'s growth from a division within Popular, Inc., to an independent player in the payments processing sector. From 1990 to 2004, Mr. Villamil was employed by Banco Popular de Puerto Rico, holding various positions, including Executive Vice President of the operations group, and Senior Vice President of the retail group, the credit risk management division, and general auditor. Mr. Villamil also served as a member of the Board of Directors of Santander BanCorp and Banco Santander Puerto Rico from 2018 to September 2020. During his tenure as a Director of Santander BanCorp and Banco Santander Puerto Rico, Mr. Villamil served as a member of the Risk Committee and Audit Committee. Mr. Villamil is also actively involved in several non-profit organizations in Puerto Rico.

 

 

DIRECTOR QUALIFICATIONS:

 

 

• Leadership and director experience attained from having held multiple positions, including as a director of Evertec, Inc., Santander Bancorp and Banco Santander Puerto Rico, enables him to assist the Board with its oversight responsibilities.

 

 

• His role as CEO of Evertec, Inc. from 2010 to 2012, and other executive and senior management positions, has provided him extensive leadership experiences within the financial services and technology industries.

 

 

• His career of more than 35 years in the financial services and technology industries, which includes diverse positions in business operations, credit risk, internal audit, and technology at institutions such as Evertec, Inc. and Banco Popular de Puerto Rico, has given him a comprehensive understanding of these industries and the Puerto Rico market.

 

 

 

 

 

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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Executive Vice President and General Counsel since May 2021. Secretary of the Board of Directors of First BanCorp and FirstBank Puerto Rico since July 2020, Senior Vice President and Assistant General Counsel from July 2014 to July 2020, and Assistant Secretary of the Board of Directors of First BanCorp and FirstBank Puerto Rico from September 2007 to July 2020. Additionally, Ms. Alvarez currently serves on the Board of Managers of the Corporation's subsidiaries: FB Private Equity Fund, LLC, and FB Opportunity Zone Fund LLC, a wholly owned subsidiary of FB Private Equity Fund LLC. Ms. Alvarez is a Certified Public Accountant and attorney with over 25 years of combined work experience in accounting, tax advisory, and specialized legal issues related to banking, corporate affairs and governance, securities law, litigation strategy and corporate transactions. Ms. Alvarez joined First BanCorp in 2003 as a Certified Public Accountant and Tax Manager within the Financial Reporting Unit. Throughout her career at First BanCorp, she has held various positions within the Legal and Finance units, including Corporate Affairs Officer and Assistant Comptroller. Ms. Alvarez obtained her Juris Doctor in 2005. Prior to joining First BanCorp, Ms. Alvarez worked at Ernst & Young LLP from 1998 to 2003 as a tax specialist. Since 2024, Ms. Alvarez has served in the Board of Directors of Agenda Ciudadana, a non-profit organization in Puerto Rico that plays a crucial role in promoting democratic participation and citizen engagement.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Chief Financial Officer since August 2009. Interim Chief Accounting Officer from February 2020 to October 2021. Over 40 years of experience in the financial, administration, public accounting and business sectors. Mr. Berges served as Executive Vice President of Administration of Banco Popular de Puerto Rico, a subsidiary of Popular, Inc., from May 2004 to May 2009, where he was responsible for supervising the finance, operations, real estate, and administrative functions in both the Puerto Rico and U.S. markets; Regional Manager of a branch network of Banco Popular de Puerto Rico from October 2001 to April 2004, and Executive Vice President and Chief Financial, Operations and Administration Officer of Popular, Inc.'s subsidiary Banco Popular North America from January 1998 to September 2001. Mr. Berges is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Puerto Rico Society of Certified Public Accountants. He serves on the Board of Managers of the Corporation's subsidiaries First Federal Finance Limited Liability Company d/b/a Money Express, First Management of Puerto Rico, L.L.C., FirstBank Insurance Agency, LLC, FB Private Equity Fund LLC, and FB Opportunity Zone Fund LLC; and on the Board of Directors of FirstBank Overseas Corp. He was a director of the Corporation's subsidiary First Mortgage, Inc. from August 2009 to December 2014.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Business Group Director since May 2021, responsible for Retail Banking (Branches Network in PR and USVI), Small Business, Commercial Transaction Banking and Prime Banking. Mrs. Díaz has over 35 years of experience working in the Puerto Rico banking industry with areas of expertise such as business development (corporate and retail), relationship management, deal making, corporate and retail lending, credit structuring, cash management and product development. Prior to joining First BanCorp, Mrs. Díaz served as Deputy Director of Corporate Banking, Director of Institutional Banking, Director of Corporate and Institutional Banking and Director of Corporate & Retail Banking in Banco Santander Puerto Rico from 2003 to 2020. Mrs. Diaz also worked as Account Manager, Senior Account Manager and Vice-President of Commercial Banking Center at Scotiabank de Puerto Rico from 1994 to 2003, and as Management Trainee, Credit Officer and Relationship Manager at the Commercial

 

 

 

 

24

 

 

 

 

 

 

Finance Division of The First National Bank of Boston from 1988 to 1994.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Chief Operating Officer since January 2015. Mr. Kafka is a seasoned executive with over 40 years of financial services experience in the United States, Latin America and Asia, with diverse positions in institutions such as Banesco International Corp, First SoutheBancorp and Citibank. From 2012 to the first quarter of 2014, Mr. Kafka was the General Manager for Banesco International Corp., a corporation which offers a wide range of banking, payments solutions and insurance financial services and products. In 2003, Mr. Kafka joined Florida-based First SoutheBancorp, an institution that provided banking products and services through its First SoutheBank franchise. Mr. Kafka served as First SoutheBancorp's Chief Investment Officer from 2010 to 2012, and its Chief Operating Officer and Chief Financial Officer from 2003 to 2010. Mr. Kafka began his professional career with Citibank where, during his 20-year tenure from 1982 to 2002, he held multiple domestic and international executive management positions, including Chief Operating Officer of the company's Florida-based Consumer Latin America North Division and President of the retail businesses in Venezuela and Thailand. As the Chief Operating Officer of the Consumer Latin America North Division, he directed strategic planning, business development, financial management and day-to-day operations, interacting with specialized regional functional and product support areas since December 2022.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Florida Business Director since October 2021. Senior Vice President and Corporate Banking Director from 2015 to 2021, and Vice President of Corporate Banking from 2013 to 2015. Mr. Lacasa has a career of more than 21 years in various senior executive roles within the financial services industry, including senior vice president roles within corporate and commercial banking, investment banking and treasury management. Prior to joining First BanCorp in 2013, Mr. Lacasa held senior executive positions at other financial institutions, domestic and foreign, for more than 11 years. He previously worked for Bankia from 2005 to 2012, where he served in various roles including being the Credit Risk Officer for the North America and Latin-American regions and Vice President of Corporate Banking at the Miami International Branch. Before joining Bankia, he worked with Banca Nazionale del Lavoro in the Corporate Banking and the Capital Markets Departments in their London Office, where he lived before relocating to Madrid, Spain. Mr. Lacasa serves in leadership roles in various South Florida civic organizations, including serving as President at the South Florida Banking Institute, a board member of the Center of Financial Training, the Board of Governors of the Greater Miami Chamber of Commerce, and the Beacon Council Finance Committee.

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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Executive Vice President since March 2010. As Director of Strategic Management and Retail Banking, Ms. López-Lay is responsible for leading the Corporation's strategic planning process. In addition, she leads all marketing, digital and internal communication teams in Puerto Rico and provides oversight of the Florida and EasteCaribbean region in terms of branding strategy and marketing investment effectiveness. She also heads the retail banking, small business segment, and digital & electronic banking businesses in Puerto Rico. Ms. López-Lay joined First BanCorp in 2006 as Senior Vice President of the Retail Financial Services Division and established the Strategic Planning Department. Prior to that, she worked at Banco Popular as Senior Vice-President and Manager of the Strategic Planning and Marketing Division from 1996 to 2005. She has served throughout the years in various non-profit organizations in various capacities, including the Center for the New Economy from 2001 to 2018 and comPRometidos in 2014. She has also been advisor to various corporations, non-profit organizations and government initiatives, including: Advisor to the Board of Trustees of the Sacred Heart University from 2003 to 2004, member of the Advisory Committee to the Governor for Small Business Financing from 2011 to 2012 and member of the Advisory Board of MMM Healthcare, LLC from 2013 to 2016. Currently, she is a member of the Board of Directors of the Boys & Girls Club and the Board of Directors of Espacios Abiertos. In 2023, she was named to the Board of Directors of Junte Boricua, an economic development initiative led by GFR Media in partnership with the Government of Puerto Rico government and the private sector to invite visitors from the Puerto Rican diaspora during the Spring/Summer of 2024 to visit the Island. Also, in 2023, she was appointed to the Mastercard Latin America Tech Council. Ms. López-Lay has a Bachelor of Arts degree in Economics from the University of Pennsylvania and a Master of Business Administration from the University of Michigan.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Business Group Director since September 2012. Mr. McDonald has a career of more than 40 years in various senior executive roles within the financial services industry, including roles within asset management, investment banking and commercial banking. Prior to joining the Corporation, Mr. McDonald served as President and CEO of Popular Securities from 2007 to September 2012, and as Senior Vice President of Corporate Finance and Advisory Services of Banco Popular from 2003 to 2007. Mr. McDonald also served as Co-Head of Investment Banking at Citibank, N.A./Salomon Smith Barney from 1992 to 2003; as Director of Corporate Finance in Shawmut National Corporation in Boston, Massachusetts from 1988 to 1992; and as Corporate Lending Officer-Latin America Division in The Chase Manhattan Bank, N.A in Puerto Rico from 1983 to 1986. Mr. McDonald is a FINRA-registered Series 24 general securities principal and holds a Series 7 securities license.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President and Business Group Executive since October 2005. Mr. Pancham is a seasoned executive with over 35 years of experience in various senior executive roles within the financial services industry. As Business Group Executive, Mr. Pancham oversees Mortgage Banking, FirstBank Insurance Agency LLC and the EasteCaribbean Region. Mr. Pancham serves on the Board of Managers of the Corporation's subsidiary FirstBank Insurance Agency LLC. Prior to joining the Corporation, Mr. Pancham served as Vice President and General Manager of JP Morgan Chase EasteCaribbean Region Banking Group from 1999 through October 2002 and held various other management positions in Chase Manhattan Bank Caribbean business units beginning in 1985. Mr. Pancham was formerly a member of the Governing Board of Directors of the Virgin Islands Port Authority beginning in June 2007 and Chair of its Board from January 2008 to January 2011.

 

 

 

 

26

 

 

 

 

 

 

 

Executive Vice President and Chief Credit Officer since May 2021. Senior Vice President and Chief Credit Risk Officer from 2014 to 2021. Additionally, Mr. Pavía currently serves on the Board of Managers of the Corporation's subsidiaries: FB Private Equity Fund, LLC, and FB Opportunity Zone Fund LLC, a wholly owned subsidiary of FB Private Equity Fund, LLC. Mr. Pavía has over 15 years of experience within the banking industry, including roles within the credit risk, current expected credit losses (CECL), workout, operations and asset-based lending areas. Most recently, Mr. Pavia was responsible for the Bank's adoption of CECL and integration of Santander's commercial business. Prior to joining First BanCorp, Mr. Pavia held various leadership positions at other financial institutions in Puerto Rico and in the Government of Puerto Rico. Mr. Pavía obtained his bachelor's degree in business administration from The George Washington University in 2003. Mr. Pavia served as a member of the Board of Directors of the Caribbean Tennis Association in 2005. Since December 2022, Mr. Pavia serves on the Board of Directors of the CAP Foundation, a non-profit organization in Puerto Rico that works on ensuring the wellbeing of young oncology patients in Puerto Rico.

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President of Consumer Lending Business since 2007, responsible for Consumer Banking, Auto/Leasing Finance, Collections, First Federal Finance Limited Liability Company, d/b/a Money Express and the Credit Cards business. Mr. Power has over 30 years of experience at FirstBank, which has included the following positions: Senior Vice President and Consumer Lending Business Director from 2007 to 2013; Senior Vice President and President of First Federal Finance Limited Liability Company d/b/a Money Express from 2000 to 2007; Vice President of Auto Finance Operations from 1990 to 2000; and Accounting Officer in Consumer Lending Business from 1986 to 1989. Mr. Power serves on the Board of Managers of the Corporation's subsidiary First Federal Finance Limited Liability Company d/b/a Money Express.

 

 

 

 

 

 

 

Executive Vice President since January 2008. Chief Consumer Officer and Chief of Staff since April 2025, responsible for Mortgage Banking, Unsecured Consumer Lending, Auto/Leasing Finance, Collections, and Insurance lines of business. Chief Risk Officer from April 2006 to March 2025. Senior Vice President from July 2002 to January 2008. General Auditor from July 2002 through April 2006. Prior to joining First BanCorp, Mrs. Rivera spent six years at PricewaterhouseCoopers, LLC, auditing public and private companies. Mrs. Rivera is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Puerto Rico Society of Certified Public Accountants. She is also a Certified Internal Auditor and is certified in financial forensics. Mrs. Rivera has over 25 years of combined work experience in public company, auditing, accounting, financial reporting, internal controls, corporate governance, risk management and regulatory compliance. She served as a member of the Board of Trustees of the Bayamón Central University from January 2005 to January 2006. She has also been a director of the Corporation's subsidiary FirstBank Overseas Corp. since October 2009, serves on the Board of Managers of the FB Private Equity Fund, LLC and FB Opportunity Zone Fund LLC, and is Trustee of the FirstBank Puerto Rico 401k Plan. She was a director of non-profit organization Juan Domingo en Acción from 2015 to October 2019 and has been a director of non-profit organization United Way de Puerto Rico Inc. since 2015.

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

27

 

 

 

 

DIRECTOR INDEPENDENCE

 

The Corporation's Corporate Governance Guidelines and Principles provide that at least a substantial majority of the Board shall be composed of independent directors who meet the requirements for independence established in the Corporation's Independence Principles for Directors of First BanCorp. (the "Independence Principles"), which, at a minimum, meet those requirements established by the New York Stock Exchange (the "NYSE") and the SEC. Presently, all of our non-management directors (eight of our nine directors) are independent in accordance with the aforementioned standards. Mr. Alemán is the only employee director and, as such, is not considered independent.

 

 

 

 

 

 

 

 

 

MAJORITY VOTING IN DIRECTOR ELECTIONS

 

Directors are elected by the affirmative vote of a majority of the shares represented at the annual meeting. An incumbent director not elected by the affirmative vote of a majority of the shares represented at the annual meeting must tender his or her resignation to the Board.

 

 

 

 

 

 

 

 

 

INDEPENDENT CHAIR OF THE BOARD

 

We currently have an independent chair separate from the CEO. The Board firmly supports having an independent director in a board leadership position at all times. Accordingly, our Corporate Governance Guidelines and Principles provide that, if we do not have an independent chair, the Board must elect a lead independent director.

 

 

 

 

 

 

 

 

 

BOARD OVERSIGHT OF RISK MANAGEMENT

 

The Board has a significant role in risk oversight. The Board performs its risk oversight function directly, as well as through several Board committees, each of which oversees the management of risks that fall within its areas of responsibility.

 

 

 

 

 

 

 

 

 

SUCCESSION PLANNING

 

The Governance Committee reviews the Corporation's talent management and succession plan, which includes succession planning for all executive officer positions, the oversight of talent development, and interim succession plans for the CEO in the event of an unexpected occurrence.

 

 

 

 

 

 

 

 

 

DIRECTOR RETIREMENT

 

The Corporation's Corporate Governance Guidelines and Principles provide that directors may not stand for election to the Board after age 70, unless otherwise waived by the Board on a case-by-case basis.

 

 

 

 

 

 

 

 

 

STOCK OWNERSHIP GUIDELINES

 

The Board believes that appropriate stock ownership by directors and executive officers further aligns their interests with those of our stockholders. Under the Director Stock Ownership Guidelines, as amended on March 24, 2022 (the "Director Stock Ownership Guidelines"), non-management directors are expected to own Common Stock having a market value equivalent to four times his or her Annual Retainer (as defined in this Proxy Statement). Directors are required to achieve the ownership goal within five years after the Board's adoption of the amended Director Stock Guidelines or the director's initial appointment to the Board, whichever is later. Under the Executive Stock Ownership Policy, as amended on December 21, 2022 (the "Executive Stock Ownership Policy"), our CEO is expected to acquire and hold Common Stock having a value of a minimum of five times his or her annual base salary, and other executive officers are expected to acquire and hold Common Stock having a value of a minimum of two times his or her annual base salary. The CEO and executive officers are required to satisfy these ownership guidelines within five years after the executive's appointment. As of the date of this Proxy Statement, all of our directors and executive officers are currently in compliance with the Director Stock Ownership Guidelines and the Executive Stock Ownership Policy, as applicable.

 

 

 

 

 

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RESTRICTIONS ON PLEDGING AND HEDGING TRANSACTIONS

 

The Corporation's directors and executive officers are prohibited from (i) pledging the Corporation's securities as collateral for loans and (ii) selling the Corporation's securities "short," trading in the Corporation's securities in or through a margin account, or otherwise engaging in hedging transactions or speculative or short-term trading of the Corporation's securities. Our policy concerning hedging and pledging of the Corporation's securities only applies to directors and executive officers of the Corporation and not to our general employee population.

 

 

 

 

 

 

 

 

 

INSIDER TRADING POLICY

 

The Corporation's insider trading policy governs the purchase, sale and other disposition of its securities by directors, executive officers, employees and contractors, as well as by the Corporation itself. The Corporation believes these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of the Corporation's insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended December 31, 2024.

 

 

 

 

 

 

 

 

 

ANNUAL BOARD AND COMMITTEE SELF-ASSESSMENTS

 

The Board and each committee conduct annual self-evaluations to determine whether they are functioning effectively. In addition, Board members perform individual director self and peer assessments, which enables directors to reflect on their own performance, receive feedback from peers, and identify areas for improvement.

 

 

 

 

 

 

 

 

 

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

 

The Corporation's independent directors regularly hold executive sessions without the Corporation's management present after Board meetings.

 

 

 

 

 

 

 

 

 

PARTICIPATION ON OTHER BOARDS

 

Prior to accepting an invitation to serve on the board of another company or a not-for-profit organization, a director must notify the Chair of the Governance Committee of his or her interest in accepting any such invitation. The Governance Committee will evaluate and advise the Board whether, by reason of business or competitive considerations, the Governance Committee believes that simultaneous service on the other board may impede the director's ability to fulfill his or her responsibilities to the Corporation.

 

 

 

 

 

 

 

 

 

Please visit our Investor Relations website at www.fbpinvestor.com, under "Governance - Corporate Governance" to view our corporate governance policies and procedures and committee charters. Our stockholders may obtain printed copies of these documents, without charge, by writing to Sara Alvarez, Secretary of the Board, at:

 

 

 

 

 

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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Board leadership

 

 

Board culture

 

 

 

 

 

 

 

Board focus and corporate governance

 

 

Board performance and development

 

 

 

 

 

 

 

 

 

Board meetings

 

 

Stockholders and other stakeholders

 

 

 

 

 

 

 

 

 

 

 

 

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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Board and committee composition, structure and operations;

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Board dynamics and standards of conduct;

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adequacy of materials and information provided;

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communication with management; and

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Board effectiveness and accountability.

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responsibilities and organization of the committee, including adequacy of its charter;

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operations of the committee;

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adequacy of materials and information provided; and

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assessment of the committee's performance.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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•

Chair Herencia is a highly engaged and high performing director, as evidenced by his impeccable record of meeting preparation and attendance. Since his appointment in 2011, Chairman Herencia has participated in 100% of Board meetings, and 99% of committee meetings for committees of which he is a member. His attendance record is evidence of his commitment and engagement with the Corporation.

•

Chair Herencia actively participates in the discussions at the Board and committees' meetings, including providing valuable and constructive feedback from a strategic, financial, risk and reputational perspective. Chair Herencia's insightful questions and comments contribute significantly to discussions, as well as decision-making processes, in which he is actively involved.

•

Chair Herencia appropriately engages with management, other Board members and regulators outside of the meetings of the Board and its committees.

•

Chair Herencia's vast experience in the financial industry, including overseeing and managing a bank through a financial crisis and through macro level financial industry challenges, has been critical to the identification and attraction of both the managerial talent and Board members who currently serve the Corporation. Chair Herencia also possesses vast experience and expertise in mergers and acquisitions, including integration activities, which provided valuable expertise through the integration process of the acquisition of Banco Santander Puerto Rico (the "Acquired Operations").

•

As a Puerto Rico-boindividual, and former Puerto Rico banking executive, Chair Herencia has extensive knowledge about our customers and competitors. In addition, being fully bilingual in both English and Spanish gives Chair Herencia the ability to interact at all levels within the Corporation and the Puerto Rico community, and with other key stakeholders.

•

Chair Herencia's experience with other boards of directors of other public companies that are also financial institutions benefits us given that it provides him with additional insights and experience that enhances his value to our Board.

•

Chair Herencia has received interlock exemptions from federal regulators to serve as director of all three public companies without a term limit. These approvals are an affirmation by regulators of Chair Herencia's ability and commitment to serve well in all three entities and the value he adds to each of them, considering his expertise, knowledge and experience.

•

Chair Herencia has assured our Board that he continues to be committed to serving our Board and devoting the time and attention that his duties and responsibilities require.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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36

 

 

 

 

ENVIRONMENTAL STEWARDSHIP

 

 

 

 

•

Continued with our second year of Rescate Costero, an initiative to mitigate coastal erosion. In 2024, we planted over 8,500 trees in nine coastal municipalities in Puerto Rico. 

•

Maintained our recycling program focused on organic residues and single stream plastic recycling. By incorporating these measures, the Corporation aims to minimize waste generation and contribute to a more circular economy.

•

Continued with our Corporate Social Responsibility Program, One with the Environment, which promotes ecological conservation and natural resources protection, focusing on reforestation, recycling, and energy management.

•

Through our cell-phone recycling program, Dona tu Celu, we successfully recycled over 1,331 cell-phones, reinforcing our commitment to responsible waste management.

•

Distributed a Corporate Sustainability Assessment to our third-party vendors to better understand climate and social related risks in our supply chain.

 

 

 

 

SOCIAL IMPACT

 

 

 

 

•

We increased our total compensation investments by 8% for all employees, reflecting enhancements, including cumulative compensation adjustments of more than $15 million between 2023 and 2024.

•

Enhanced our employee wellness offerings by introducing chiropractic services, ergo breaks, focus breaks, and Yoga and Pilates classes, promoting overall well-being and work-life balance.

•

We believe talent management and engagement is an essential component of our business. We aim to attract, develop and retain high-performing talent with a range of backgrounds and experiences, which allows us to better serve the communities in which we do business. We believe in an inclusive work culture in which individual differences and experiences are valued and all employees have the opportunity to contribute and thrive. We hold voluntary roundtable sessions with our employees in all our regions as part of our initiative to expand our inclusive work culture.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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•

Contributed over $1.3 million, and our employees donated approximately 2,600 volunteer hours to support 39 not-for-profits across the regions in which we operate.

•

Originated approximately 1,268 CRA-related loans under $1 million, for a total of approximately $154 million.

•

A total of 66 CRA-qualified community development loans were granted for a total of approximately $780 million across all regions.

•

The Corporation's employees provided 306 financial literacy workshops, assisting more than 6,496 individuals of all ages in enhancing their financial skills.

 

 

 

 

 

 

 

 

 

 

 

Name of Director

 

 

Compensation &

Benefits

Committee

 

 

Corporate

Governance &

Nominating

Committee

 

 

Asset/

Liability

Committee

 

 

Credit

Committee

 

 

Risk

Committee

 

 

Audit

Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

Aurelio Alemán

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Félix M. Villamil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38

•

Annually review and approve the goals and objectives related to compensation of the CEO and other executive officers, as well as the various elements of the compensation paid to the executive officers.

•

Evaluate the performance of the CEO and the other executive officers in light of the agreed upon goals and objectives and recommend to the Board for its approval the compensation level of the CEO and the other executive officers based on such evaluation.

•

Annually review and recommend to the Board for its approval the salaries, short-term incentive awards (including cash incentives) and long-term incentive awards (including equity-based incentive plans) of the CEO, the other executive officers and selected senior executives. The CEO may make recommendations regarding his or her compensation but does not participate in establishing and may not be present during voting or deliberations on his or her compensation.

•

Evaluate and recommend to the Board for its approval severance arrangements, employment contracts, any change-in-control provisions affecting any element of compensation and any supplemental compensation or benefits for executive officers and selected senior executives.

•

Review and discuss with management the Corporation's Compensation Discussion and Analysis disclosure for inclusion in the Corporation's annual meeting proxy statement.

•

Review the Corporation's incentive plans to ensure that such compensation programs and incentives are not reasonably likely to create a material risk to the Corporation.

•

Select a compensation consultant, legal counsel or other advisor to the committee only after taking into consideration all factors relevant to that person's independence from management, including the following:

a.

any other services provided to the Corporation by the compensation consultant, legal counsel or other advisor or their employer;

b.

the amount of fees paid by the Corporation to the compensation consultant, legal counsel or other advisor or their employer, including as a percentage of the total revenue of the compensation consultant, legal counsel or other advisor or their employer;

c.

the policies and procedures of the compensation consultant, legal counsel or other advisor or their employer that are designed to prevent conflicts of interest;

d.

any business or personal relationship between the compensation consultant, legal counsel or other advisor or their employer with a member of the committee or with an executive officer of the Corporation; and

e.

any stock of the Corporation owned by the compensation consultant, legal counsel or other advisor.

•

Be responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other advisor retained by the committee.

•

Produce the annual Compensation Committee Report for inclusion in the Corporation's proxy statement in compliance with the rules and regulations promulgated by the SEC.

•

Oversee the Corporation's compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under NYSE rules that, with limited exceptions, stockholders approve equity compensation plans.

•

Carry out such other duties that may be delegated to it by the Board from time to time.

•

Provide input on human capital matters such as talent management and employee engagement.

•

Make regular reports to the Board.

Proxy Statement for the 2025 Annual Meeting of Stockholders  | First BanCorp

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