DEF 14A of First Bancorp /PR/, Apr 8, 2025

DEF 14A of First Bancorp /PR/

Filed Apr 8, 2025 · FY20240001140361-25-012813

Open on EDGAR

  1. Key statistics about our director nominees

    Key statistics about our director nominees

  2. Key statistics about our director nominees

    | | 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 |

  3. Key statistics about our director nominees

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 5 |

  4. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS At the Annual Meeting, stockholders are being asked to vote on the election of nine members to the Board to serve until the 2026 Annual Meeting or until their earlier death, incapacity, resignation, or respective successors are duly elected and qualified. The Board, upon the recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”), has nominated the nine people listed below for election at the Annual Meeting. Each of the nominees for director has agreed to be named in the Proxy Statement and to serve as a director if elected. Each nominee is currently serving as a director of the Corporation. Our Amended and Restated By-laws provide that the Board will consist of a number of members fixed from time to time by resolution of a majority of the Board, provided that the number of directors is always an odd number and not less than five nor more than fifteen. In accordance with our Restated Articles of Incorporation and Amended and Restated By-laws, director nominees stand for election annually. A director is elected by the stockholders for a one-year term and serves until his or her successor is duly elected and qualified or their earlier death, incapacity, or resignation. If stockholders do not elect a nominee who is serving as a director, Puerto Rico corporation law provides that the director would continue to serve on the Board as a “holdover director.” Under our Amended and Restated By-laws, any director nominee who is not elected by a majority of the votes present in person or by proxy and entitled to vote must tender his or her resignation to the Board promptly following certification of the stockholder vote. The Board must act on the tendered resignation within ninety (90) days following certification of the stockholder vote and must elect a new director by the affirmative vote of a majority of the remaining Board to fill the vacancy until the next election of directors by stockholders. Our Corporate Governance Guidelines and Principles prohibits any director from standing for election to the Board after age 70 absent a waiver of this requirement by the Board. Pursuant to our Corporate Governance Guidelines and Principles, the Board has waived the retirement requirements with respect to Daniel E. Frye. On March 19, 2025, the Board nominated current Directors Juan Acosta Reboyras, Aurelio Alemán, Luz A. Crespo, Patricia M. Eaves, Tracey Dedrick, Daniel E. Frye, John A. Heffern, Roberto R. Herencia, and Félix M. Villamil to serve terms ending at the 2026 Annual Meeting of Stockholders, and when their respective successors have been duly elected and qualified. Unless otherwise directed, each proxy executed and returned by a stockholder will be voted FOR the election of these nominees. If any nominee should be unable to serve or for good cause will not serve, the designated proxies will vote each executed and returned proxy for the substitute nominee or nominees as the Board may propose. At this time, the Board knows of no reason why any of the persons identified above may not be able to serve as a director if elected and has not identified any substitute nominees. Currently, all members of the Board of the Corporation are also the members of the Board of Directors of FirstBank Puerto Rico (“FirstBank” or the “Bank”), the subsidiary bank of the Corporation. The information presented below regarding the time of service on the Board includes terms concurrently served on the Board of Directors of the Bank.

  5. THE 2026 ANNUAL MEETING

    | | Juan Acosta Reboyras | | | | 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. | | |

  6. THE 2026 ANNUAL MEETING

    | | Aurelio Alemán | | | | DIRECTOR SINCE: September 2005 AGE: 66 President and Chief Executive Officer | 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 Eastern Caribbean 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 return to 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. | | |

  7. THE 2026 ANNUAL MEETING

    | | Luz A. Crespo | | | | 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. | | |

  8. THE 2026 ANNUAL MEETING

    | | Tracey Dedrick | | | | 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. | | |

  9. THE 2026 ANNUAL MEETING

    | | Patricia M. Eaves | | | | 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. | | |

  10. THE 2026 ANNUAL MEETING

    | | Daniel E. Frye | | | | 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. | | |

  11. THE 2026 ANNUAL MEETING

    | | John A. Heffern | | | | 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. Heffern is 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. Heffern was 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. Heffern was a Principal and Senior Equity Analyst at Alex. Brown & Sons, Inc, Research Division, where he specialized in U.S. banks and thrifts. Mr. Heffern served 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. | | |

  12. THE 2026 ANNUAL MEETING

    | | Roberto R. Herencia | | | | DIRECTOR AND CHAIR SINCE: October 2011 AGE: 65 OTHER CURRENT PUBLIC BOARDS: Banner Corporation Byline BanCorp | 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 Northwestern Memorial 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. | | |

  13. THE 2026 ANNUAL MEETING

    | | 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. | | |

  14. INDEPENDENCE OF THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    INDEPENDENCE OF THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES The Board annually evaluates the independence of its members based on the criteria for determining independence identified by the NYSE, the SEC, and our Independence Principles. Our Corporate Governance Guidelines and Principles require that a majority of the Board be composed of directors who meet the requirements for independence established in our Independence Principles, which incorporate the independence requirements established by the NYSE and the SEC. The Board has concluded that the Corporation has a majority of independent directors. The Board has determined that Mses. Luz A. Crespo, Tracey Dedrick and Patricia M. Eaves and Messrs. Juan Acosta Reboyras, Daniel E. Frye, John A. Heffern, Roberto R. Herencia and Félix M. Villamil are independent under the Independence Principles, taking into account the matters discussed under “Certain Transactions and Related Person Transactions” section in this Proxy Statement. Mr. Aurelio Alemán, our President and CEO, is not considered to be independent as he is an employee of the Corporation. Our Corporate Governance Guidelines and Principles require that the independent directors conduct regularly scheduled executive sessions at least twice a year. The independent directors generally meet in executive sessions without management present following Board meetings, with our independent Chair Mr. Roberto Herencia presiding at such sessions.

  15. INDEPENDENCE OF THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | 30 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  16. INDEPENDENCE OF THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    Corporate Governance and Related Matters | Board Leadership Structure

  17. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Board, acting through the Governance Committee, is responsible for assembling for stockholder consideration a group of nominees that, taken together, have the experience, qualifications, attributes, and skills appropriate for functioning effectively as a board. The Governance Committee regularly reviews the composition of the Board, the Board’s performance, and the input of stockholders and other key constituencies. The Governance Committee looks for certain characteristics common to all Board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to Board service. In addition, the Governance Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds and skills reflecting the broad set of challenges that the Board confronts. These individual qualities can include experience in our industry, technical experience, leadership experience and relevant geographical experience. In fulfilling these responsibilities regarding Board membership, the Board has adopted the Policy Regarding the Selection of Directors, which sets forth the Governance Committee’s responsibility with respect to the identification and recommendation to the Board of qualified candidates for Board membership, which is to be based primarily on the criteria listed below, as well as the extent to which the interplay of the candidate’s attributes with those of other Board members will yield a Board that is effective, collegial and responsive to the needs of the Corporation:

  18. Identifying and Evaluating Nominees for Directors

    | • | Judgment, character, integrity, expertise, skills and knowledge useful to the oversight of our business; |

  19. Identifying and Evaluating Nominees for Directors

    | 40 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  20. Identifying and Evaluating Nominees for Directors

    Corporate Governance and Related Matters | Asset/Liability Committee

  21. Identifying and Evaluating Nominees for Directors

    | • | Different perspectives, background, experiences, and demographics; and |

  22. Identifying and Evaluating Nominees for Directors

    | • | Business or other relevant experience. |

  23. Identifying and Evaluating Nominees for Directors

    The Governance Committee gives appropriate consideration to candidates for Board membership recommended by stockholders and evaluates such candidates in the same manner as candidates identified by the committee. Candidate recommendations, along with the type of biographical information required for board nominees, should be submitted to the Secretary of the Board at First BanCorp., at P.O. Box 9146, San Juan, Puerto Rico 00908-0146. In addition to considering candidates for Board membership recommended by stockholders, the Governance Committee may use outside consultants to assist it in identifying candidates for Board membership. The Governance Committee is also responsible for initially assessing whether a candidate would be an “independent” director under the requirements for independence established by the NYSE and in our Independence Principles for Directors and applicable rules and regulations. The Board, taking into consideration the recommendations of the Governance Committee, is ultimately responsible for selecting the nominees for election to the Board by the stockholders and for appointing directors to the Board to fill vacancies, with primary emphasis on the criteria set forth above. The Board, taking into consideration the initial assessment of the Governance Committee, also makes a determination as to whether a nominee or appointee would be an independent director.

  24. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Non-management directors of the Corporation receive an annual retainer and compensation for their services as members of the Board but not for their services as members of the Board of Directors of FirstBank. Directors who are also officers of the Corporation, FirstBank or any other subsidiary of the Corporation do not receive fees or other compensation for service on the Board, the Board of Directors of FirstBank, or the Board of Directors of any other subsidiary or any of their committees. Accordingly, Mr. Aurelio Alemán, who was a director during fiscal year 2024, is not included in the table set forth below because he was an employee at the same time and, therefore, received no compensation for his services as a director. The Compensation Committee periodically reviews market data in order to determine the appropriate level of compensation for maintaining a competitive director compensation structure necessary to attract and retain qualified candidates for board service. The most recent review was conducted by the Compensation Committee with the help of Pearl Meyer & Partners, LLC (“Pearl Meyer”) in December 2024. Upon the recommendation of the Compensation Committee after review with the help of Pearl Meyer, the Board approved changes to the compensation structure for non-management directors, effective January 1, 2025, which the Compensation Committee and the Board believe continue to provide a reasonable basis for compensating non-management directors of the Corporation. Following is a description of the existing compensation structure for non-management directors: Each non-management director, other than the non-management Chair, is paid fees for services as a Director in a total amount equal to $115,000 per year (such amount, the “Annual Fee”). The Annual Fee is payable $75,000 in cash (the “Annual Retainer”) and $40,000 in the form of an annual grant of restricted stock (the “Annual Restricted Stock”), awarded upon being appointed and on a yearly basis thereafter, under the Corporation’s Omnibus Incentive Plan. The Annual Retainer is payable on a monthly basis over a twelve-month period. The Annual Restricted Stock is subject to a twelve-month vesting period. In addition, Directors receive additional compensation in the form of retainers payable on a monthly basis over a twelve-month period depending upon the Board committees on which they serve, as follows:

  25. COMPENSATION OF DIRECTORS

    | • | $25,000 additional annual cash retainer for the Chair of the Audit, Credit, and Risk Committees; |

  26. COMPENSATION OF DIRECTORS

    | • | $15,000 additional annual cash retainer for the Chair of the Compensation Committee; |

  27. COMPENSATION OF DIRECTORS

    | • | $12,500 additional annual cash retainer for the Chair of the Governance Committee; |

  28. COMPENSATION OF DIRECTORS

    | • | $15,000 additional annual cash retainer for the Chair of the Asset/Liability Committee; |

  29. COMPENSATION OF DIRECTORS

    | • | $10,000 additional annual cash retainer for each member of the Audit Committee; |

  30. COMPENSATION OF DIRECTORS

    | • | $6,500 additional annual cash retainer for each member of the Compensation Committee; |

  31. COMPENSATION OF DIRECTORS

    | • | $10,000 additional annual cash retainer for each member of the Risk Committee; |

  32. COMPENSATION OF DIRECTORS

    | • | $5,000 additional annual cash retainer for each member of the Governance Committee; and |

  33. COMPENSATION OF DIRECTORS

    | • | $6,000 additional annual cash retainer for each member of the Asset/Liability Committee. |

  34. COMPENSATION OF DIRECTORS

    Under the Director Stock Ownership Guidelines, non-management directors are expected to hold an investment position in our Common Stock having a market value equivalent to four times his or her Annual Retainer. Directors are required to achieve the ownership goal within five years after the Board’s adoption of the amended guidelines or the director’s initial appointment to the Board, whichever is later. The Corporation reimburses Board members for travel, lodging and other reasonable out-of-pocket expenses in connection with attendance at Board and committee meetings and performance of other services for the Corporation in their capacities as directors.

  35. DIRECTOR SUMMARY COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (a) | All Other Compensation ($) (b) | Total ($) | | Juan Acosta Reboyras | $112,500 | $40,000 | $189 | $152,689 | | Luz A. Crespo | 110,000 | 40,000 | 189 | 150,189 | | Patricia M. Eaves | 86,500 | 40,000 | 189 | 126,689 | | Tracey Dedrick | 100,000 | 40,000 | 189 | 140,189 | | Daniel E. Frye | 101,000 | 40,000 | 189 | 141,189 | | John A. Heffern | 116,001 | 40,000 | 189 | 156,190 | | Roberto R. Herencia | 400,000 | 100,000 | 189 | 500,189 | | Félix M. Villamil | 90,000 | 40,000 | 189 | 130,189 |

  36. Summary of Program Elements

    | Pay Element | How It Is Paid | Purpose | | Fixed | | | | Base Salary | Cash | Provide a competitive base salary rate relative to similar positions in the market and enable us to attract and retain critical executive talent | | Variable | | | | Short-Term Incentives | Cash | Reward executives for delivering on annual corporate profitability, asset quality, risk management and operating efficiency objectives that contribute to stockholder value creation and provide accountability and feedback through individual scorecards and assessments of leadership and core competencies | | Long-Term Incentives | Equity | Provide incentives for executives to execute on longer-term financial goals that drive stockholder value creation and support the Corporation’s leadership stability objectives |

  37. Target Total Direct Compensation Mix

    | Variable Award Type | Percentage of Award Type | | Component of Award Type | | Short-Term Incentive | | | Cash Based on balanced scorecard of key financial, strategic, and operational results and individual goals and competencies | | Long-Term Incentive | | | Performance Shares Based on achievement of pre-determined targets at the end of a three-year performance period as follows: • 50% based on achievement of a targeted level of tangible book value (the “TBV Target Performance”); and • 50% based on total shareholder return (“TSR”) relative to companies comprising the KBW Regional Bank Index on the last day of the three-year performance period (the “TSR Target Performance”) | | | | | Time-Vested Restricted Stock Vesting of shares in 50% increments on the second and third anniversaries of the grant date |

  38. Compensation Governance Best Practices and Policies

    | | Link a significant portion of compensation to performance using short-term (cash) and long-term (equity) compensation to encourage both proactivity and long-term sustainability. | | | Employ a variety of performance metrics to deter excessive risk-taking by eliminating any incentive based on a single performance goal. | | | Build in appropriate levels of discretion to adjust incentive payouts if results are not aligned with credit quality, regulatory compliance or leading indicators of future financial results. | | | Use equity incentives to promote total return to stockholders, long-term performance and executive retention. | | | Clawback all incentive-based variable pay from an executive officer determined to have engaged in intentional fraud or gross misconduct, or in the event of a financial results restatement as a result of material noncompliance with any financial reporting requirement under the federal securities laws. | | | Conduct annual incentive risk reviews to ensure that our compensation programs do not promote imprudent behaviors or excessive risk-taking. | | | Engage an independent compensation consultant who advises and reports directly to the Compensation Committee. | | | Prohibit hedging and pledging of the Corporation’s securities by Section 16 officers and directors. | | | Require meaningful stock ownership by our executive officers. Our CEO and other NEOs must own Common Stock having a value equal to five times and two times their base salaries, respectively, based on the higher of the market value or book value of the Corporation’s Common Stock on the last trading day of the applicable calendar year, for as long as they are employed by the Corporation. | | | Annual say-on-pay advisory vote. |

  39. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The role of the outside independent compensation consultant is to assist the Compensation Committee in analyzing executive pay packages and contracts, perform executive and director compensation reviews, including market competition assessments, and develop executive and director compensation recommendations for the Compensation Committee’s consideration. The independent compensation consultant communicates directly, and is available to participate in executive sessions with, the Compensation Committee. In that regard, a representative of the independent compensation consultant attends selected meetings of the Compensation Committee during which the representative assists the Compensation Committee in making specific executive compensation decisions. Pearl Meyer reports directly to the Compensation Committee and does not provide any other services to the Corporation. The Compensation Committee has analyzed whether the work of Pearl Meyer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) any other services provided to the Corporation by Pearl Meyer; (ii) the amount of fees paid by the Corporation to Pearl Meyer as a percentage of Pearl Meyer’s total revenue; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with an executive officer of the Corporation; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Corporation owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflict of interest.

  40. The Role of the Independent Compensation Consultant

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 53 |

  41. The Role of the Independent Compensation Consultant

    Compensation Discussion & Analysis (CD&A) | What Guides Our Program

  42. The Role of Peer Companies

    The Role of Peer Companies The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executives in similar positions at peer companies. For purposes of setting 2024 compensation levels, consistent with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly available data from industry compensation surveys and proxy statements from the group of peer companies listed below. Data was compiled from proxy statements for publicly traded commercial banks with assets generally between approximately $10 billion and $50 billion; however, one larger bank outside this asset range was included because it is a known competitor for executive talent in the Puerto Rico market (Popular, Inc.).

  43. The Role of Peer Companies

    | Peer Companies | | | Ameris Bancorp, ABCB | Pinnacle Financial Partners, Inc., PNFP | | Atlantic Union Bankshares Corporation, AUB | Popular, Inc., BPOP | | BankUnited, Inc., BKU | Renasant Corporation, RNST | | Berkshire Hills Bancorp, Inc., BHLB | Simmons First National Corp., SFNC | | Community Financial System, Inc., CBU | TowneBank, TOWN | | First Financial Bancorp., FFBC | Trustmark Corporation, TRMK | | First Merchants Corporation, FRME | UMB Financial Corporation, UMBF | | Fulton Financial Corporation, FULT | United Bankshares, Inc., UBSI | | Hancock Whitney Corporation, HWC | United Community Banks, Inc., UCBI | | OFG Bancorp, OFG | WesBanco, Inc., WSBC |

  44. The Role of Peer Companies

    Market data was not the sole determinant in setting executive pay levels. The Compensation Committee also considers corporate and individual performance, the nature of an individual’s role within the Corporation, as well as his or her experience and contributions, when making its compensation-related decisions.

  45. Short-Term Incentives

    Short-Term Incentives The short-term incentive program rewards executives for key financial, strategic, and operational results, and individual goals and competencies. The program uses a balanced scorecard approach, which tailors the weightings for various performance metrics to an executive’s role and scope of responsibility. This approach also reduces compensation risk by using a complementary set of measures, both financial and qualitative, to encourage performance over both, a short- and long-term horizon. The program includes a clawback provision pursuant to which the Corporation may recoup from an executive officer previously awarded incentive payments if the executive officer engaged in intentional fraud or gross misconduct or in the event of a financial results restatement as a result of material noncompliance with any financial reporting requirements, as well as a restatement of a materially inaccurate performance metric. On March 21, 2024, the Compensation Committee increased the short-term incentive opportunities for certain NEOs, effective for the short-term incentive award paid in 2025, based on 2024 performance. With respect to the change in the short-term incentive opportunity for the certain NEOs, based on a competitive review, the Compensation Committee increased the short-term incentive opportunity at target-level performance as a percentage of base salary from 50% to 60% for Mr. Berges, Mrs. Rivera and Mr. Pavía. The following table reflects the NEOs’ short-term incentive performance measures and the incentive opportunity at target-level performance as a percentage of base salary.

  46. Short-Term Incentives

    | | Aurelio Alemán (%) | Orlando Berges (%) | Nayda Rivera (%) | Juan C. Pavía (%) | Donald Kafka (%) | | Corporate Profitability | | | | | | | Earnings Per Share | 28.75 | 15.0 | 9.0 | 9.0 | 7.5 | | Pretax, Pre-Provision Income* | 28.75 | 15.0 | 9.0 | 9.0 | 7.5 | | Asset Quality | | | | | | | Non-Performing Asset Ratio | 17.25 | 9.0 | 6.0 | 6.0 | 5.0 | | Operating Efficiency | | | | | | | Efficiency Ratio | 17.25 | 9.0 | 6.0 | 6.0 | 5.0 | | Individual Performance | 23.0 | 12.0 | 30.0 | 30.0 | 25.0 | | Total Target Incentive Opportunity as a percentage of Base Salary | 115.0 | 60.0 | 60.0 | 60.0 | 50.0 |

  47. Short-Term Incentives

    | * See Appendix A for a reconciliation to the most directly comparable GAAP financial measures of these non-GAAP financial measure, as well as other non-GAAP financial measures discussed in this Proxy Statement. |

  48. Short-Term Incentives

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  49. Short-Term Incentives

    The balanced scorecard measures corporate results through profitability, asset quality and operating efficiency performance metrics. The balanced scorecard also measures individual performance through quantitative, milestone-based goals and a qualitative assessment of the executives’ leadership and core competencies. NEOs may earn 50% of their target opportunity for threshold-level performance (80% of the target goal) and up to 150% of their target opportunity for superior-level performance (up to 120% of the target goal). Amounts between threshold, target and superior are interpolated to reward incremental achievement and no amounts are paid for results on a particular performance metric if actual results are below threshold. Corporate Results. 2024 was a year of solid performance for the Corporation, considering the overall unprecedented and challenging year for the banking industry. The Corporation achieved strong corporate profitability metrics, including surpassing earnings per share target and solid pre-tax, pre-provision income, while continuing improving its credit quality, operating the Corporation in an efficient manner and successfully executing its capital actions. Consistent with the short-term incentive program, the Compensation Committee has the ability to approve adjustments to take into account extraordinary or non-recurring items that impacted the Corporation’s operations and results for 2024. For 2024, except for the non-GAAP Pre-Tax, Pre-Provision Income, the Compensation Committee determined that no adjustments were needed and results are reflective of core operating performance. See the Appendix A tables titled “Non-GAAP Pre-Tax, Pre-Provision Income for the year ended December 31, 2024”, which reconciles the Corporation’s reported pre-tax, pre-provision income. The table below provides the percentage of achievement on the following corporate metrics as of December 31, 2024:

  50. Short-Term Incentives

    | Performance Metric | Target | Actual | % Achievement | | Corporate Profitability | | | | | Earnings Per Share | $1.64 | $1.81 | 110% | | Pre-tax, Pre-Provision Income* | $455.77 million | $451.13 million | 99% | | Asset Quality | | | | | Non-Performing Asset Ratio | 0.92% | 0.61% | 134% | | Operating Efficiency | | | | | Efficiency Ratio | 52.39% | 51.92% | 101% |

  51. Short-Term Incentives

    | * See Appendix A for a reconciliation to the most directly comparable GAAP financial measure of these non-GAAP financial measures, as well as other non-GAAP financial measures discussed in this Proxy Statement |

  52. Short-Term Incentives

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  53. Short-Term Incentives

    Individual Performance. The individual performance component of the NEOs’ compensation is based on the achievement of a combination of predetermined quantitative and qualitative milestone-based goals and their ability to lead the Corporation in their particular roles and areas of expertise. The following considerations were taken into account by the Compensation Committee in determining each NEO’s achievement of the individual performance component of the short-term incentive award:

  54. Short-Term Incentives

    | NEO | Individual Performance Highlights | | | Aurelio Alemán President & CEO 27.60% of Base Salary | Main Goals: | | | | • | Develop and implement the Corporation’s strategic plan to gain client market share across key business segments, while allocating resources to grow the franchise, comply with regulatory expectations, improve customer experience, and attract the best talent in its operating markets | | | • | Maintain profitability levels in line or above geographic peers | | | • | Promote an environment of sound corporate governance | | | • | Continue enhancing our talent management culture | | | • | Oversee the Corporation’s succession planning process, focusing on succession readiness | | | • | Oversee the execution of initiatives that will drive innovation and improve customer experience | | | • | Oversee the Corporation’s capital planning process to prioritize franchise investments and create long-term shareholder value | | | Considerations: | | | | • | Achieved strong business results by registering positive loan growth, improved asset quality, and top-quartile profitability metrics | | | • | Developed and executed a capital plan that prioritized profitable organic growth while returning over 100% of earnings through repurchases of the Corporation’s Common Stock, payment of Common Stock dividends, and partial redemption of junior subordinated debentures | | | • | Actively participated in investor conferences to elevate the Corporation’s profile among the investor community and to strengthen and diversify the investor base | | | • | Led talent review and succession planning process to proactively manage the talent bench resulting in manageable turnover rate for high-performing employees | | | • | Improved succession readiness in anticipation of the corporate reorganization announced for 2025 | | | • | Continued to lead efforts to improve the Corporation’s current IT environment while investing in new technologies to grow the franchise and improve delivery of customer service quality | | | • | Oversaw updates and enhancements to digital product offerings and platforms to accelerate innovation and increase digital adoption |

  55. Short-Term Incentives

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  56. Short-Term Incentives

    | NEO | Individual Performance Highlights | | | Orlando Berges EVP & CFO 12.0% of Base Salary | Main Goals: | | | | • | Effectively manage the Corporation’s Finance function, including financial planning and reporting, treasury and investments, asset-liability management, record-keeping, expense control management, investor relations, and capital planning | | | • | Proactively manage balance sheet strategy to maintain adequate liquidity and capital position, while optimizing funding structure | | | • | Develop and maintain the Corporation’s capital plan and support the execution of capital deployment activities | | | • | Comply with regulatory and SEC reporting requirements | | | • | Oversee quarterly earnings results’ announcement and strengthen communications with investor community and research analysts | | | Considerations: | | | | • | Managed balance sheet strategy to optimize net interest margin while preserving an adequate liquidity position | | | • | Assisted in the development and execution of a capital plan that prioritized profitable organic growth while returning over 100% of earnings through repurchases of the Corporation’s Common Stock buybacks, Common Stock dividends, and partial redemption of junior subordinated debentures | | | • | Co-led CECL/allowance calculation process | | | • | Continued strict expense management discipline resulting in an industry-low efficiency ratio and top-quartile profitability metrics | | | • | Complied with regulatory and SEC reporting requirements and continued to nurture relationships with analyst and investor community |

  57. Short-Term Incentives

    | 58 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  58. Short-Term Incentives

    | NEO | Individual Performance Highlights | | | Nayda Rivera EVP and Chief Risk Officer 38.25% of Base Salary | Main Goals: | | | | • | Oversee the Corporation’s Human Capital Management, Compliance, Credit Risk Management and Loan Review corporate functions, in addition to the Enterprise Risk Management (ERM) organization | | | • | Actively monitor all risks facing the Corporation and the execution of its ERM strategy | | | • | Reduce non-performing and adversely classified assets by proactively managing asset quality | | | • | Lead action plans to comply with regulatory requirements | | | • | Oversee the Corporation’s risk appetite framework to comply with regulatory expectations | | | • | Supervise talent management efforts, maintain adequate succession planning practices, and promote employee engagement | | | Considerations: | | | | • | Sustained focus on managing risk in a responsible manner throughout an uncertain macroeconomic environment | | | • | Contributed to the Corporation’s achievement of critical capital deployment activities and regulatory milestones | | | • | Achieved reduction in non-performing and adversely classified assets | | | • | Co-led the CECL/allowance quarterly financial assessment | | | • | Oversaw the execution of multiple talent management initiatives and ongoing management of employee turnover and retention efforts | | | • | Led talent review and succession planning process to proactively manage the talent bench resulting in acceptable turnover rate for high-performing employees | | | • | Supported initiatives related to corporate sustainability and IT |

  59. Short-Term Incentives

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  60. Short-Term Incentives

    | NEO | Individual Performance Highlights | | | Juan C. Pavía EVP and Chief Credit Officer 36.0% of Base Salary | Main Goals: | | | | • | Oversee the Lending and Credit Administration corporate function, including the administration of credit systems, enforcement of credit policies, and management of the entire credit lifecycle. This comprehensive oversight ensures robust credit risk management and supports the company’s strategic financial objectives | | | • | Lead the credit approval process while adhering to established underwriting standards and applicable credit policies | | | • | Oversee the management of special assets, including distressed assets and real estate owned portfolio, while proactively managing asset quality with a focus on reducing non-performing and adversely classified assets | | | • | Support corporate-wide initiatives to improve customer experience, simplify operations, and advance digital capabilities | | | • | Collaborate with the commercial banking groups in the structuring and origination of large and complex credit transactions | | | Considerations: | | | | • | Achieved reduction in non-performing and adversely classified assets and made significant progress in the timely resolution and disposition of legacy distressed real estate properties | | | • | Played a crucial role in the achievement of commercial portfolio growth targets across all operating regions, while maintaining highest level of credit integrity and underwriting standards. | | | • | Directed the successful implementation of a new commercial loan origination platform, significantly streamlining the loan closing process and enhancing the overall banking experience for commercial clients | | | • | Oversaw the execution of multiple strategic transactions that were significant contributors to the bank’s revenue growth | | Donald Kafka EVP and Chief Operations Officer 20.0% of Base Salary | Main Goals: | | | | • | Effectively manage the Corporation’s operational framework including IT, real estate management, general services, operations, corporate physical and logical security, project management, and enterprise architecture | | | • | Oversee the effective execution of various business initiatives to support the Corporation’s growth plans and improve overall efficiency | | | • | Facilitate the evolution of the Corporation’s product offerings, services, and delivery platforms | | | Considerations: | | | | • | Supported the implementation of key core and business-related capital projects | | | • | Continued long-term strategic path to improve IT operational environment while accelerating innovation and supporting the launch of new digital offerings and service platforms | | | • | Elevated maturity level of data governance and successfully executed cybersecurity hardening actions |

  61. Short-Term Incentives

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  62. Short-Term Incentives

    The table below indicates the short-term cash incentive granted to the NEOs by the Compensation Committee, as a percentage of base salary, related to the achievements as described in the relevant sections above under Corporate Results and Individual Performance:

  63. Short-Term Incentives

    | | Aurelio Alemán | Orlando Berges | Nayda Rivera | Juan C. Pavía | Donald Kafka | | Corporate Profitability | | | | | | | Earnings Per Share | 36.20% | 18.89% | 11.33% | 11.33% | 9.44% | | Pre-tax, Pre-Provision Income* | 28.02% | 14.62% | 8.77% | 8.77% | 7.31% | | Asset Quality | | | | | | | Non-Performing Asset Ratio | 25.88% | 13.50% | 9.00% | 9.00% | 7.50% | | Operating Efficiency | | | | | | | Efficiency Ratio | 17.65% | 9.21% | 6.14% | 6.14% | 5.11% | | Individual Performance | 27.60% | 12.00% | 38.25% | 36.00% | 20.00% | | Total % Base Salary Achieved | 135.35% | 68.22% | 73.49% | 71.24% | 49.36% | | Total Annual $ Amount Achieved | $1,461,656 | $409,268 | $404,198 | $338,393 | $271,519 | | % of Achievement vs. Target | 117.69% | 113.69% | 122.48% | 118.70% | 98.73% |

  64. Short-Term Incentives

    | * See Appendix A for a reconciliation to the most directly comparable GAAP financial measures of these non-GAAP financial measures, as well as other non-GAAP financial measures discussed in this Proxy Statement |

  65. Long-Term Equity Incentives

    Long-Term Equity Incentives The NEOs participate in a long-term incentive program that provides a variable pay opportunity through a combination of performance shares (50%) and time-vested restricted stock (50%). The program is designed to reinforce the long-term alignment of the Corporation’s executives with the interests of our stockholders. Performance shares, which are based on relative and absolute metrics, are intended to strengthen our pay-for-performance philosophy, while time-vested restricted stock is granted to promote stock ownership and support our leadership stability objectives. Awards are made under the Corporation’s Omnibus Incentive Plan. Furthermore, dividends are accrued and paid out at the end of the period based on the actual number of shares that vested. On March 21, 2024, in order to continue aligning the executive compensation program with market practices and as part of its annual competitive review of executive compensation, approved an adjustment to the target opportunity under the long-term incentive program for the CEO, Mr. Aurelio Alemán, increasing the incentive opportunity as a percentage of base salary from 165% to 200%. There were no other changes to the long-term incentive program. The following table reflects each of the NEOs’ long-term incentive opportunity at target-level performance as a percentage of base salary for 2024:

  66. Long-Term Equity Incentives

    | | Target Incentive Opportunity | | | | Named Executive Officer | Restricted Stock (%) | Performance Shares (%) | Total Target (%) | | Aurelio Alemán | 100.0% | 100.0% | 200.0% | | Orlando Berges | 45.0 | 45.0 | 90.0 | | Nayda Rivera | 40.0 | 40.0 | 80.0 | | Juan C. Pavía | 37.5 | 37.5 | 75.0 | | Donald Kafka | 25.0 | 25.0 | 50.0 |

  67. Long-Term Equity Incentives

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  68. Determination of 2024 Long-Term Incentive Awards (granted in March 2024)

    Determination of 2024 Long-Term Incentive Awards (granted in March 2024) Once the long-term incentive award value is determined, 50% of the awards are granted in performance-based shares and vest only if certain pre-determined performance goals are achieved. Awards reflected in the table below were granted at target level, with a +/- 10% based on each individual performance, and vest at the end of a three-year performance period. The TSR Target Performance and the TBV Target Performance are weighted equally. Each performance measure has a pre-defined threshold (minimum result for which an incentive would be payable), target and maximum level of performance, which determines the vesting at the end of the three-year period. Amounts between threshold, target and maximum level are interpolated to reward incremental achievement, and no amounts are paid with respect to a particular performance metric if results are below threshold. The TSR Target Performance measure pays at 100% of target if the Corporation’s three-year relative TSR is at the 50th percentile of the KBW Regional Bank Index as of the last day of the performance period, which for the 2024 grant was from January 1, 2024 through December 31, 2026 (the “Performance Cycle”). The total payout scales down to 50% of target if the Corporation’s three-year relative TSR is at the 25th percentile and, conversely, if the Corporation’s three-year relative TSR is at or above the 75th percentile, the TSR Target Performance pays the maximum of 150% of target. If the Corporation’s relative TSR was negative and it was at or above the 75th percentile, payout will be capped at 100% of target. The TBV Target Performance measure is based on the achievement of a pre-established TBV goal at the end of the Performance Cycle. NEOs may earn 50% of their target opportunity for threshold level performance (80% of target goal) and up to 150% of their target opportunity for maximum-level performance (up to 120% of target goal). The performance-based shares earned will be based on achieving a tangible book value per share of Common Stock of $15.51 (the “Performance Goal”) at the end of the Performance Cycle. See the Appendix A table titled “Non-GAAP Tangible Book Value for the year ended December 31, 2024” for a reconciliation of tangible book value per share, a non-GAAP financial measure, to the most directly comparable GAAP financial measure. The other 50% of the long-term incentive award is granted in time-vested restricted stock, which vests equally on the second and third anniversaries of the grant date. Since 2021, the aggregate value of the NEOs’ performance shares and time-vested restricted stock is awarded at 100% of the executives’ target opportunity at the grant date, with a +/- 10% based on each individual performance. On March 21, 2024, the Compensation Committee granted the following long-term incentive awards of performance-based shares and time-vested restricted stock to the NEOs:

  69. Determination of 2024 Long-Term Incentive Awards (granted in March 2024)

    | | Restricted Stock | | Performance Shares | | Total Long-Term Incentive Value (a) | | | Named Executive Officer | % of Base Salary | $Value | % of Base Salary | $Value | % of Base Salary | $Value | | Aurelio Alemán | 100% | $1,040,000 | 100% | $1,040,000 | 200% | $2,080,000 | | Orlando Berges | 45.0 | 270,000 | 45.0 | 270,000 | 90.0 | 540,000 | | Nayda Rivera | 43.6 | 218,000 | 43.6 | 218,000 | 87.2 | 436,000 | | Juan C. Pavía | 40.1 | 170,531 | 40.1 | 170,531 | 80.3 | 341,063 | | Donald Kafka | 24.3 | 133,375 | 24.3 | 133,375 | 48.5 | 266,750 |

  70. Determination of 2024 Long-Term Incentive Awards (granted in March 2024)

    | (a) The number of shares granted was determined by dividing the Total Grant by the closing price of the Corporation’s Common Stock of $17.35 on the date of grant (March 21, 2024). |

  71. Pension Benefits

    Pension Benefits The Corporation does not have a defined benefit or pension plan in place for the NEOs.

  72. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Since 2009, the Corporation has not had a deferred compensation plan in place for the NEOs.

  73. Employment Arrangements and Termination Provisions

    Employment Arrangements and Termination Provisions The Board has reviewed and approved employment agreements for all NEOs that set their terms of employment, including compensation, benefits, and termination, and include change of control provisions. These employment agreements are described in more detail in “Employment Contracts, Termination of Employment, and Change in Control Arrangements” on page 69 of this Proxy Statement. The Board believes that these employment agreements and arrangements support leadership stability and our succession planning process. The Compensation Committee takes the terms of these agreements into account when approving compensation for our NEOs.

  74. Overview of Risk and Compensation Plans

    As an integral part of the 2024 compensation process, the Compensation Committee directed the CRO to conduct a review of risk in the Corporation’s compensation programs available throughout the year, examining two issues: (1) whether the Corporation’s employee compensation plans pose unnecessary risks to the Corporation; and (2) whether there was any need to eliminate any features of these plans to the extent that they are considered to encourage the manipulation of reported earnings of the Corporation to enhance the compensation of any employee. During the March 2024 Compensation Committee meeting, the Compensation Committee met with the CRO and provided substantial oversight, review and direction throughout the process described below. Furthermore, in 2025 the Compensation Committee also instructed its independent compensation consultant, Pearl Meyer, to conduct a review of risk in the Corporation’s compensation programs as it relates to payouts for compensation awarded during both 2024 and 2025, examining whether the compensation of the NEOs encourages them to take unnecessary and excessive risks that threaten the value of the Corporation, and whether there was any need to eliminate any features of these plans to the extent they are considered to encourage the manipulation of reported earnings of the Corporation to enhance the compensation of any employee. The CRO’s review focused on the structure of the awards to all short-term cash incentive plans under which employees of the Corporation and its subsidiaries are compensated. Pearl Meyer’s review focused on the structure of the awards to the NEOs and other executives who were eligible to receive a short-term cash incentive and a long-term incentive composed of restricted stock and performance shares. The risk-avoidance analysis of the Corporation’s compensation arrangements and programs for NEOs and employees focused on elements of the compensation plans that may have the potential to affect the behavior of employees with respect to their job-related responsibilities or might directly impact the financial condition of the Corporation. The assessment encompassed identification of the various elements of the Corporation’s compensation plans, the principal risks to the Corporation that may be relevant for each element and the mitigating factors for those risks. Among the elements considered in the assessment were: (i) the performance metrics and targets related to individual business units and strategic goals related to deposit growth, loan growth, enhancement of the Corporation’s asset quality and risk profile, strengthening of our franchise value, achievement of strategies to strengthen the Corporation’s capital position, and business profitability and expense management targets; (ii) timing of pay out; and (iii) pay mix. Each element may present different risks to the Corporation; however, each has risk-mitigating factors and many have no potential to encourage the manipulation of reported earnings. In the risk-avoidance assessment, the Compensation Committee concluded that the Corporation’s compensation plans are not reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee and management believe that, in order to give rise to a material adverse effect on the Corporation, a compensation plan must provide benefits of sufficient size to be material to the Corporation or it must motivate individuals at the Corporation who are in a position to have a material impact on the Corporation to behave in a manner that is materially adverse to the Corporation.

  75. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The Summary Compensation Table set forth below discloses compensation of the NEOs of the Corporation.

  76. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (a) | Bonus ($) (b) | Stock Awards ($) (c) | Non-Equity Incentive Plan Compensation ($) (d) | All Other Compensation ($) (e) | Total ($) | | Aurelio Alemán President and Chief Executive Officer | 2024 | 1,069,692 | 1,200 | 2,142,327 | 1,461,656 | 99,319 | 4,774,195 | | | 2023 | 1,029,692 | 1,200 | 1,667,193 | 1,286,154 | 94,328 | 4,078,567 | | | 2022 | 989,592 | 1,200 | 1,390,547 | 1,303,232 | 82,610 | 3,767,180 | | Orlando Berges Executive Vice President and Chief Financial Officer | 2024 | 600,000 | 1,200 | 556,166 | 409,268 | 17,722 | 1,584,356 | | | 2023 | 600,000 | 1,200 | 551,075 | 315,114 | 13,958 | 1,481,347 | | | 2022 | 600,000 | 1,200 | 419,998 | 359,348 | 13,192 | 1,393,738 | | Nayda Rivera Executive Vice President and Chief Risk Officer | 2024 | 537,115 | 1,200 | 449,055 | 404,198 | 33,812 | 1,425,380 | | | 2023 | 500,000 | 1,200 | 444,584 | 286,882 | 32,320 | 1,264,986 | | | 2022 | 493,654 | 1,200 | 332,498 | 317,330 | 27,465 | 1,172,146 | | Juan C. Pavía Executive Vice President and Chief Credit Officer | 2024 | 462,116 | 1,200 | 351,270 | 338,393 | 31,929 | 1,184,908 | | | 2023 | 425,000 | 1,200 | 318,273 | 238,537 | 37,847 | 1,020,857 | | | 2022 | 400,000 | 1,200 | 234,491 | 241,364 | 27,180 | 904,235 | | Donald Kafka Executive Vice President and Chief Operations Officer | 2024 | 550,000 | 1,200 | 274,732 | 271,519 | 13,750 | 1,111,202 | | | 2023 | 550,000 | 1,200 | 269,522 | 274,320 | 11,297 | 1,106,339 | | | 2022 | 550,000 | 1,200 | 274,993 | 304,375 | 8,651 | 1,139,220 |

  77. SUMMARY COMPENSATION TABLE

    | (a) The column includes regular pay base payroll deductions for years 2024, 2023, and 2022. In 2024, the Board approved an increase in the base salary of Mr. Alemán from $1,040,000 to $1,080,000, Mrs. Rivera from $500,000 to $550,000 and Mr. Pavía from $425,000 to $475,000, effective on April 1, 2024. In 2023, the Board approved an increase in the base salary of Mr. Alemán from $1,000,000 to $1,040,000, which became effective on April 1, 2023. In 2022, the Board approved an increase in the base salary of Mr. Alemán from $959,000 to $1,000,000, and Mrs. Rivera from $475,000 to $500,000, which became effective on April 1, 2022. This column reflects actual cash compensation paid. |

  78. SUMMARY COMPENSATION TABLE

    | (b) The column includes the Christmas bonus, which is a non-discriminatory broad-based benefit offered to all employees, under which the Corporation paid in each of the three years an amount equal to six percent (6%) of each employee’s base salary up to $1,200. |

  79. SUMMARY COMPENSATION TABLE

    | (c) The column includes with respect to 2024, 2023, and 2022, the grants of restricted stock and performance shares under the Omnibus Incentive Plan, which were granted on March 21, 2024, March 16, 2023, and March 24, 2022. The value with respect to the restricted stock and performance shares grants related to the TBV Target Performance, which is based on achievement of internal financial metrics, represents the fair market value determined in accordance with FASB ASC Topic 718 based on the closing price of the Common Stock on the respective grant dates of March 21, 2024 ($17.35), March 16, 2023 ($11.99), and March 24, 2022 ($13.15). The fair value applicable to the market based TSR Target Performance share awards granted in 2024 is determined in accordance with FASB ASC Topic 718 and is derived from a Monte Carlo simulation resulting in a per-share value of $19.43 as of the grant date. A Monte Carlo valuation method simulates a variety of possible scenarios and share prices and because the TSR Target Performance share awards will vest dependent on market conditions, the amounts presented may be higher or lower than target. Refer to Note 14 of the Corporation’s consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of certain assumptions made in valuing these share awards. |

  80. SUMMARY COMPENSATION TABLE

    With respect to the restricted stock, shares will vest in equal installments on the second and third anniversary date of the grant. The grant date fair value of the restricted stock award, which amount in the table reflects the target (or 100%) level of achievement, with a +/- 10% based on each individual performance, is as follows: Mr. Alemán, $1,039,994; Mr. Berges, $270,001; Mrs. Rivera, $218,003; Mr. Pavía, $170,533; and Mr. Kafka, $133,369. The performance shares granted on March 21, 2024 vest at the end of a three-year performance cycle (2024-2026). The number of shares earned depends on the Corporation’s achievement of goals related to (i) the TSR Target Performance; and (ii) the TBV Target Performance. Each metric corresponds to one-half of the target performance share incentive opportunity, and actual earned awards may range from 0% to 150% of the target opportunity payout based on performance against the metric. The amounts in the table reflect the target (or 100%) level of achievement, as follows: Mr. Alemán, $1,102,333; Mr. Berges, $286,165; Mrs. Rivera, $231,052; Mr. Pavía, $280,737; and Mr. Kafka, $141,363. The potential maximum value for each perfomance shares award is as follows: Mr. Alemán, $1,653,499; Mr. Berges, $429,240; Mrs. Rivera, $346,578; Mr. Pavía, $271,105; and Mr. Kafka, $212,054.

  81. SUMMARY COMPENSATION TABLE

    | (d) For 2024, 2023, and 2022, the amounts reported reflect the amount earned by each NEO under the Corporation’s annual short-term incentive program for the applicable performance year based on the achievement of their annual corporate, business unit, and individual goals. |

  82. SUMMARY COMPENSATION TABLE

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 65 |

  83. SUMMARY COMPENSATION TABLE

    Executive Compensation Disclosure | Summary Compensation Table

  84. SUMMARY COMPENSATION TABLE

    | (e) Set forth below is a breakdown of all other compensation: |

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Company- owned Vehicles ($) | 1165(e) Plan Contribution ($) (i) | Security ($) (ii) | Memberships & Dues ($) | Life Insurance ($) (iii) | Total ($) | | Aurelio Alemán | 2024 | 15,641 | 7,500 | 60,521 | 14,895 | 762 | 99,319 | | | 2023 | 13,588 | 7,500 | 58,298 | 14,180 | 762 | 94,328 | | | 2022 | 8,086 | 7,500 | 55,567 | 10,701 | 756 | 82,610 | | Orlando Berges | 2024 | 6,117 | 5,383 | — | 5,460 | 762 | 17,722 | | | 2023 | 3,489 | 5,383 | — | 4,324 | 762 | 13,958 | | | 2022 | 2,256 | 5,383 | — | 4,797 | 756 | 13,192 | | Nayda Rivera | 2024 | 12,606 | 7,500 | — | 12,944 | 762 | 33,812 | | | 2023 | 13,270 | 7,500 | — | 10,788 | 762 | 32,320 | | | 2022 | 6,075 | 7,500 | — | 13,134 | 756 | 27,465 | | Juan C. Pavía | 2024 | 7,997 | 4,633 | — | 10,540 | 762 | 23,932 | | | 2023 | 11,288 | 4,198 | — | 10,311 | 762 | 26,559 | | | 2022 | 5,133 | 6,074 | — | 10,084 | 756 | 22,047 | | Donald Kafka | 2024 | 2,744 | 7,500 | — | — | 762 | 11,006 | | | 2023 | 3,035 | 7,500 | — | — | 762 | 11,297 | | | 2022 | 395 | 7,500 | — | — | 756 | 8,651 |

  86. SUMMARY COMPENSATION TABLE

    | (i) Consists of the Corporation’s contribution to the executive’s account in the Defined Contribution Retirement Plan. |

  87. SUMMARY COMPENSATION TABLE

    | (ii) The CEO is provided with an armed driver solely for business purposes. Amount included represents the armed driver’s total compensation for 2024, 2023, and 2022, which includes base salary and other type of compensation available to the Corporation’s employees. |

  88. SUMMARY COMPENSATION TABLE

    | (iii) | Consists of the amount of the life insurance policy premium paid by the Corporation in excess of premium paid for the $500,000 life insurance policy available to all employees. |

  89. SUMMARY COMPENSATION TABLE

    | 66 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  90. SUMMARY COMPENSATION TABLE

    Executive Compensation Disclosure | Grants of Plan-Based Awards Table

  91. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table details all equity and non-equity plan-based awards granted to each of the NEOs during fiscal year 2024.

  92. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Aurelio Alemán 2024 Short-Term Cash Incentive (a) Restricted Stock (b) Performance Shares (c) | | $621,000 | $1,242,000 | $1,863,000 | — | — | — | — | — | | | 03/21/2024 | — | — | — | — | — | — | 59,942 | 1,039,994 | | | 03/21/2024 | — | — | — | 29,971 | 59,942 | 89,913 | — | 1,102,333 | | Orlando Berges 2024 Short-Term Cash Incentive (a) Restricted Stock (b) Performance Shares (c) | | 180,000 | 360,000 | 540,000 | — | — | — | — | — | | | 03/21/2024 | — | — | — | — | — | — | 15,562 | 270,001 | | | 03/21/2024 | — | — | — | 7,781 | 15,561 | 23,342 | — | 286,166 | | Nayda Rivera 2024 Short-Term Cash Incentive (a) Restricted Stock (b) Performance Shares (c) | | 165,000 | 330,000 | 495,000 | — | — | — | — | — | | | 03/21/2024 | — | — | — | — | — | — | 12,565 | 218,003 | | | 03/21/2024 | — | — | — | 6,282 | 12,564 | 18,846 | — | 231,052 | | Juan C. Pavía 2024 Short-Term Cash Incentive (a) Restricted Stock (b) Performance Shares (c) | | 142,500 | 285,000 | 427,500 | — | — | — | — | — | | | 03/21/2024 | — | — | — | — | — | — | 9,829 | 170,533 | | | 03/21/2024 | — | — | — | 4,914 | 9,828 | 14,742 | — | 180,737 | | Donald Kafka 2024 Short-Term Cash Incentive (a) Restricted Stock (b) Performance Shares (c) | | 137,500 | 275,000 | 412,500 | — | — | — | — | — | | | 03/21/2024 | — | — | — | — | — | — | 7,687 | 133,369 | | | 03/21/2024 | — | — | — | 3,844 | 7,687 | 11,531 | — | 141,363 |

  93. GRANTS OF PLAN-BASED AWARDS

    | a) | This section includes the 2024 short-term cash incentive opportunity at the threshold, target, and maximum levels. The actual short-term annual incentive cash awards for 2024 performance were as follows: Mr. Alemán - $1,461,656, Mr. Berges - $409,268, Mrs. Rivera - $404,198, Mr. Pavía - $338,393, and Mr. Kafka - $271,519. |

  94. GRANTS OF PLAN-BASED AWARDS

    | b) | Consists of time-vested restricted stock awarded on March 21, 2024. The number of shares and the fair market value of the stock was determined based on the closing price of the Common Stock on the grant date of March 21, 2024 ($17.35). The shares will vest in equal installments on the second and third anniversaries of the grant. |

  95. GRANTS OF PLAN-BASED AWARDS

    | c) | Consists of performance shares awarded on March 21, 2024. The number of shares was determined based on the Corporation’s closing price of its Common Stock on the grant date of March 21, 2024, which was $17.35. Performance shares granted on March 21, 2024, will vest on the third anniversary of the effective date of the award based on actual achievement of two performance metrics weighted equally: the TSR Target Performance, and the TBV Target Performance. The participant may earn 50% of their target opportunity for threshold level performance and up to 150% of their target opportunity for maximum level performance, based on the individual achievement of each performance goal during the Performance Cycle. Amounts between threshold, target, and maximum are interpolated to reward incremental achievement and no amounts are paid if actual results are below threshold. |

  96. GRANTS OF PLAN-BASED AWARDS

    The aggregate grant date fair value, in accordance with FASB ASC Topic 718, was calculated using the Corporation’s Common Stock closing price of $17.35 for the TBV Target Performance and $19.43 for the market-based condition TSR Target Performance, which was derived from a Monte Carlo simulation.

  97. GRANTS OF PLAN-BASED AWARDS

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 67 |

  98. GRANTS OF PLAN-BASED AWARDS

    Executive Compensation Disclosure | Outstanding Equity Awards at Fiscal Year End

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth certain information with respect to the outstanding equity awards held by each of the NEOs as of December 31, 2024, based on the closing price of the Corporation’s Common Stock on December 31, 2024, which was $18.59.

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (a) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#) (b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Aurelio Alemán | 208,057 | $3,867,780 | 98,778 | $1,836,283 | | Orlando Berges | 62,260 | 1,157,413 | 30,524 | 567,441 | | Nayda Rivera | 49,877 | 927,213 | 24,630 | 457,872 | | Juan C. Pavía | 36,339 | 675,542 | 14,966 | 335,531 | | Donald Kafka | 34,495 | 641,262 | 18,049 | 278,218 |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (a) Vesting date for shares or units of stock that have not vested: |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | 2022 Restricted Stock (#) (i) | 2022 Performance Shares at target (#) (ii) | 2023 Restricted Stock (#) (iii) | 2024 Restricted Stock (#) (iv) | Total (#) | | Aurelio Alemán | 26,436 | 52,872 | 68,807 | 59,942 | 208,057 | | Orlando Berges | 7,985 | 15,969 | 22,744 | 15,562 | 62,260 | | Nayda Rivera | 6,321 | 12,642 | 18,349 | 12,565 | 49,877 | | Juan C. Pavía | 4,458 | 8,916 | 13,136 | 9,829 | 36,339 | | Donald Kafka | 5,228 | 10,456 | 11,124 | 7,687 | 34,495 |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (i) The remaining 50% of the shares vested on March 24, 2025. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (ii) The amount shown represents the actual number of performance shares earned based on achievement of certain performance goals during the 2022-2024 performance cycle, as determined by the Compensation Committee. The shares vested on March 24, 2025. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (iii) | 50% of the shares vested on March 16, 2025, and the remaining 50% of the shares will vest on March 16, 2026. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (iv) 50% of the shares will vest on March 21, 2026, and the remaining 50% of the shares will vest on March 21, 2027. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (b) Vesting of unearned shares, units or other rights that have not vested: |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | 2023 Performance Shares (#) (i) | 2024 Performance Shares at threshold (#) (ii) | Total (#) | | Aurelio Alemán | 68,807 | 29,971 | 98,778 | | Orlando Berges | 22,743 | 7,781 | 30,524 | | Nayda Rivera | 18,348 | 6,282 | 24,630 | | Juan C. Pavía | 13,135 | 4,914 | 18,049 | | Donald Kafka | 11,123 | 3,843 | 14,966 |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (i) The number of performance shares is based on achievement of TSR Target Performance at maximum level and TBV Target Performance at threshold level. The shares will vest on March 16, 2026, subject to the achievement of certain performance goals during the 2023-2025 performance cycle. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (ii) The number of performance shares shown is based on achievement of threshold level performance. The shares will vest on March 21, 2027, subject to the achievement of the aforementioned performance goals during the 2024-2026 performance cycle. Refer to note (c) of the Grants of Plan-Based Awards Table above. |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | 68 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    Executive Compensation Disclosure | Options Exercised and Stock Vested Information

  113. OPTIONS EXERCISED AND STOCK VESTED INFORMATION

    OPTIONS EXERCISED AND STOCK VESTED INFORMATION The following table includes certain information with respect to restricted stock and performance shares that vested during 2024.

  114. OPTIONS EXERCISED AND STOCK VESTED INFORMATION

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (a) | Value Realized on (b) Vesting ($) | | Aurelio Alemán | 109,476 | $1,902,232 | | Orlando Berges | 25,968 | 450,049 | | Nayda Rivera | 25,304 | 439,533 | | Juan C. Pavía | 7,300 | 125,011 | | Donald Kafka | 23,544 | 409,407 |

  115. OPTIONS EXERCISED AND STOCK VESTED INFORMATION

    | (a) Represents restricted stock awarded on March 31, 2021, for which the remaining 50% vested on March 31, 2024; performance shares awarded on March 31, 2021, which vested on March 31, 2024; and restricted stock awarded on March 24, 2022, for which 50% vested on March 24, 2024. |

  116. OPTIONS EXERCISED AND STOCK VESTED INFORMATION

    | (b) Represents the dollar value realized upon vesting of restricted stock and performance shares, based on the closing price of the Common Stock on the vesting dates. |

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes and quantifies the benefits and compensation to which the NEOs would have been entitled under existing plans and arrangements if their employment had terminated on December 31, 2024, based on their compensation and services as of that date. The amounts shown in the table do not include payments and benefits available generally to salaried employees upon termination of employment, such as accrued vacation pay, distributions from the 1165(e) plan or post-retirement welfare benefits available under broad-based employee plans.

  118. Potential Payments Upon Termination or Change in Control

    | Name | | Death (a) ($) | Disability (b) ($) | Retirement ($) | Resignation ($) | Termination for Cause ($) | Termination Without Cause (c) ($) | Change in Control (c) ($) | | Aurelio Alemán | Cash Payment | $1,000,000 | $— | $— | $ — | $ — | $4,320,000 | $10,827,501 | | | Restricted Stock (d) | 2,884,889 | 2,884,889 | 2,884,889 | — | — | 2,884,889 | 2,884,889 | | | Performance Shares (e) | 2,819,174 | 2,819,174 | 2,819,174 | — | — | 2,819,174 | 2,819,174 | | | Total | 6,704,063 | 5,704,063 | 5,704,063 | — | — | 10,024,063 | 16,531,563 | | Orlando Berges | Cash Payment | 1,000,000 | — | — | — | — | 1,415,342 | 3,041,763 | | | Restricted Stock (d) | 860,550 | 860,550 | 860,550 | — | — | 860,550 | 860,550 | | | Performance Shares (e) | 864,305 | 864,305 | 864,305 | — | — | 864,305 | 864,305 | | | Total | 2,724,855 | 1,724,855 | 1,724,855 | — | — | 3,140,197 | 4,766,618 | | Nayda Rivera | Cash Payment | 1,000,000 | — | — | — | — | 950,281 | 2,686,620 | | | Restricted Stock (d) | 692,199 | 692,199 | 692,199 | — | — | 692,199 | 692,199 | | | Performance Shares (e) | 692,886 | 692,886 | 692,886 | — | — | 692,886 | 692,886 | | | Total | 2,385,085 | 1,385,085 | 1,385,085 | — | — | 2,335,366 | 4,071,705 | | Juan C. Pavía | Cash Payment | 1,000,000 | — | — | — | — | 763,465 | 1,526,930 | | | Restricted Stock (d) | 509,794 | 509,794 | 509,794 | — | — | 509,794 | 509,794 | | | Performance Shares (e) | 501,279 | 501,279 | 501,279 | — | — | 501,279 | 501,279 | | | Total | 2,011,073 | 1,011,073 | 1,011,073 | — | — | 1,774,538 | 2,538,003 | | Donald Kafka | Cash Payment | 1,000,000 | — | — | — | — | 822,920 | 1,645,839 | | | Restricted Stock (d) | 446,885 | 446,885 | 446,885 | — | — | 446,885 | 446,885 | | | Performance Shares (e) | 472,595 | 472,595 | 472,595 | — | — | 472,595 | 472,595 | | | Total | 1,919,480 | 919,480 | 919,480 | — | — | 1,742,400 | 2,565,319 |

  119. Potential Payments Upon Termination or Change in Control

    | (a) With respect to the lump sum cash payment portion of death benefits, the NEOs and other executive vice presidents receive a life insurance benefit of $1,000,000. All other employees receive a life insurance benefit of $500,000. |

  120. Potential Payments Upon Termination or Change in Control

    | (b) The cash disability entitlement is not reflected in this column given that disability payments are payable to the executive on a monthly basis throughout a period of time following an executive’s disability and not as a lump sum payment upon the disability event. |

  121. Potential Payments Upon Termination or Change in Control

    Mr. Alemán is entitled to receive disability payments if it is determined that he is temporarily unable to perform his duties, in which case Mr. Alemán will receive 60% of his base salary, exclusive of any other benefits to which he is entitled under the corporate-wide disability plan available to other employees until such time as he may rejoin active employment. If it is determined that he is permanently disabled, that is, he is absent due to physical or mental illness on a full-time basis for three consecutive months, Mr. Alemán will receive 60% of his compensation for the remaining term of his employment agreement. Assuming permanent disability as of December 31, 2024, Mr. Alemán would have been entitled to receive monthly amounts for the remaining term of his employment agreement (a 3.15-year period) totaling approximately $2,041,644 for such period. Messrs. Berges, Kafka, and Pavía, and Mrs. Rivera are entitled to receive disability benefits under the corporate-wide disability plan available to other employees, which is based on an employee’s compensation and is limited to a maximum benefit of $15,000 per month payable over a period determined based on the employee’s age on which the disability begins. In the event disability begins at age 62 or under, the employee will receive benefits until the later of his or her 65th birthday or the date on which the 42nd monthly benefit is payable; if the disability begins at age 63, the employee will receive benefits until the date on which the 36th monthly benefit is payable; if the disability begins at age 64, the employee will receive benefits until the date on which the 30th monthly benefit is payable; if the disability begins at age 65, the employee will receive benefits until the date on which the 24th monthly benefit is payable; if the disability begins at age 66, the employee will receive benefits until the date on which the 21st monthly benefit is payable; and if the disability begins at age 67, the employee will receive benefits until the date on which the 18th monthly benefit is payable. Hence, if Mr. Berges, had become disabled as of December 31, 2024, he would have been entitled to receive 18 monthly disability benefits payments in an amount that, for such period, would have totaled $270,000; if Mr. Kafka had become disabled as of December 31, 2024, he would have been entitled to receive 30 monthly disability benefits payments in an amount that, for such period, would have totaled $450,000; and if Mrs. Rivera and Mr. Pavía had become disabled as of December 31, 2024, they would have been entitled to monthly disable benefits through the age of 65 in an amount that, for such period, would have totaled approximately $2,507,000 and $3,712,000, respectively.

  122. Potential Payments Upon Termination or Change in Control

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 71 |

  123. Potential Payments Upon Termination or Change in Control

    | (c) Under Puerto Rico law, if any employee (including an NEO) is terminated from his employment without “just cause,” as that term is defined by Puerto Rico Law No. 80 of May 30, 1976 (“Act 80”), as amended, he or she would be entitled to a statutory severance payment, which is calculated as follows: (i) employees with less than five years of employment would receive two months of total cash compensation plus an additional one week of salary per year of service; (ii) employees with five through fifteen years of employment would receive three months of total cash compensation plus two weeks of salary per year of service; and (iii) employees with more than fifteen years of employment would receive six months of total cash compensation plus three weeks of salary per year of service. |

  124. Potential Payments Upon Termination or Change in Control

    The cash payment represents the higher of benefits between the employment agreement and Act 80 as follows: for Messrs. Alemán, Berges, Pavía and Kafka are those payments that would be made pursuant to their employment contract provisions and for Mrs. Rivera is the payment that would be made pursuant to Act 80.

  125. Potential Payments Upon Termination or Change in Control

    | (d) Values of restricted stock are based on $18.59 per share, the Common Stock closing price as of December 31, 2024. Following are termination provisions related to the restricted stock based on the type of termination prior to vesting: |

  126. Potential Payments Upon Termination or Change in Control

    | Type of Termination | Restricted Stock | Description | | Death | Vests | In the event of the death while in the employ of the Corporation, awards held which have not vested shall vest. | | Disability | Vests | In the event employment ends by reason of disability, awards held which have not vested shall vest. | | Retirement | Vests | In the event employment ends by reason of a retirement, awards held which have not vested shall vest. | | Resignation | Forfeited | In the event employment ends as a result of a resignation from the Corporation or an affiliate, awards held which have not vested shall be forfeited and canceled upon such termination. | | Termination With Cause | Forfeited | In the event employment is terminated by the Corporation or any affiliate for cause, awards held which have not vested shall be forfeited and canceled upon such termination. | | Termination Without Cause | Vests | In the event employment is terminated by the Corporation or any affiliate without cause, awards held which have not vested shall vest. | | Change of Control | Vests | In the event employment is involuntarily terminated within one year after a Change in Control, awards held which have not vested shall vest. |

  127. Potential Payments Upon Termination or Change in Control

    | (e) Values of performance shares are based on $18.59 per share, the Common Stock closing price as of December 31, 2024. For amounts shown in connection with retirement, the value of the performance shares is based on target performance for the 2022 performance shares grant, for the 2023 performance shares grant at threshold performance for the TBV Target Performance portion and at maximum level for the TSR Target Performance portion, and for the 2024 performance shares grant at threshold level performance. Following are termination provisions related to the performance shares based on the type of termination prior to vesting: |

  128. Potential Payments Upon Termination or Change in Control

    | Type of Termination | Performance Shares | Description | | Death | Vests | In the event of death while in the employ of the Corporation, awards held which have not vested shall vest. | | Disability | Vests | In the event employment ends by reason of disability, awards held which have not vested shall vest. | | Retirement | Continues Outstanding | In the event employment ends by reason of a retirement, awards held which have not vested shall remain outstanding and vest on the vesting date of the Performance Shares in accordance with the actual results related to the Performance Goal during the Performance Cycle. | | Resignation | Forfeited | In the event employment ends as a result of a resignation from the Corporation or an affiliate, awards held which have not vested shall be forfeited and canceled upon such termination. | | Termination With Cause | Forfeited | In the event employment is terminated by the Corporation or any affiliate for cause, awards held which have not vested shall be forfeited and canceled upon such termination. | | Termination Without Cause | Vests | In the event employment is terminated by the Corporation or any affiliate without cause, awards held which have not vested shall vest. | | Change of Control | Vests | In the event employment is voluntarily or involuntarily terminated within one year after a Change in Control, awards held which have not vested shall vest. |

  129. Potential Payments Upon Termination or Change in Control

    | 72 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  130. Potential Payments Upon Termination or Change in Control

    Executive Compensation Disclosure | CEO Pay Ratio

  131. CEO PAY RATIO

    CEO PAY RATIO The Dodd-Frank Act requires the Corporation to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. Below is (i) the 2024 annual total compensation of our CEO; (ii) the 2024 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee, and (iv) the methodology we used to calculate our CEO pay ratio:

  132. CEO PAY RATIO

    | CEO 2024 Annual Total Compensation (a) | $4,774,195 | | Median Employee 2024 Annual Total Compensation | $39,647 | | CEO to Median Employee Pay Ratio | 120.42 |

  133. CEO PAY RATIO

    | (a) This annual total compensation is the Total Compensation from the Summary Compensation Table. |

  134. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the CD&A above, the Compensation Committee has implemented an executive compensation program designed to link a substantial portion of the NEOs’ realized compensation to the achievement of the Corporation’s financial and strategic objectives. As required by SEC rules, the following information is being presented to disclose the relationship during 2024, 2023, 2022, 2021 and 2020 between (i) executive compensation actually paid (“CAP”), as such term is defined in accordance with SEC rules, to the Corporation’s (a) CEO, and (b) our other NEOs on an average basis, and (ii) the Corporation’s financial performance. The methodology followed for calculating amounts presented in the columns “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to non-CEO NEOs,” including details of the amounts that were added to, and deducted from, the Summary Compensation Table totals to determine the CAP, are provided in the footnotes to the table. Please refer to the “Executive Compensation Disclosure – Compensation Discussion & Analysis” section in this Proxy Statement for a complete description of how executive compensation relates to the Corporation’s performance and how the Compensation Committee makes its decisions.

  135. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (a) | Average Summary Compensation Table Total for non-CEO NEOs | Average Compensation Actually Paid to non-CEO NEOs (a) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Pre-Tax, Pre- Provision Income (in millions) (c) | | | | | | | Corporation’s TSR | Peer Group TSR (b) | | | | 2024 | $4,774,195(d) | 5,682,502 | 1,323,776 | 1,547,008(d) | $206 | $164 | $298.7 | $451.1 | | 2023 | 4,078,567(d) | 5,377,831 | 1,221,715 | 1,531,020(d) | 176 | 106 | 302.9 | 459.5 | | 2022 | 3,767,180(d) | 3,327,912 | 1,173,516 | 1,094,728(d) | 131 | 97 | 305.1 | 475.3 | | 2021 | 4,183,057(d) | 7,420,884 | 1,135,883 | 1,732,848(d) | 137 | 118 | 281.0 | 391.5 | | 2020 | 3,639,706(d) | 5,231,444 | 1,348,801 | 1,571,134(d) | 90 | 87 | 102.3 | 299.8 |

  136. PAY VERSUS PERFORMANCE

    | (a) The table below sets forth each of the amounts (as adjusted in accordance with Item 402(v) of Regulation S-K) to be deducted from or added to the amount of total compensation as reflected in the Summary Compensation Table in order to calculate the CAP. Fair value or change in fair value, as applicable, of equity awards in the CAP columns was determined by reference to (1) for restricted stock awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for performance-based awards (excluding TSR Target Performance awards), the same valuation methodology as restricted stock awards above except year-end and vesting date values are based on the probability of achievement as of each such date, and (3) for TSR Target Performance awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). |

  137. PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | | Total Compensation from Summary Compensation Table | $4,774,195 | $1,323,776 | $4,078,567 | $1,221,715 | $3,767,180 | $1,173,516 | $4,183,057 | $1,135,883 | $3,639,706 | $1,348,801 | | Less: amount reported under the “Stock Awards” column of the Summary Compensation Table | (2,142,327) | (407,806) | (1,667,193) | (391,887) | (1,390,547) | (318,746) | (1,246,696) | (269,367) | (1,732,911) | (283,161) | | Add: year-end fair value (FV) of equity awards granted during the year that are outstanding and unvested as of year-end | 1,658,446 | 315,700 | 2,437,485 | 572,948 | 1,345,076 | 308,323 | 1,525,708 | 329,652 | 3,916,038 | 639,888 |

  138. PAY VERSUS PERFORMANCE

    | 74 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |

  139. PAY VERSUS PERFORMANCE

    Pay Versus Performance |

  140. PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | | Add: change in FV as of year-end of awards granted in prior years that are outstanding and unvested as of year-end | 1,144,369 | 269,928 | 704,164 | 157,334 | (455,025) | (80,103) | 2,391,953 | 408,992 | (363,103) | (80,154) | | Add: change in FV from end of the prior fiscal year to the vesting date for equity awards granted in prior years for which vesting conditions were satisfied during year or at year-end | 101,352 | 18,298 | (536,106) | (88,861) | (70,104) | (12,899) | 495,663 | 111,629 | (236,001) | (56,072) | | Add: for equity awards that earn dividends, the dollar value of such dividends paid in the covered fiscal year, prior to the vesting date | 146,467 | 27,112 | 360,913 | 59,770 | 131,332 | 24,637 | 71,199 | 16,059 | $7,715 | $1,832 | | Compensation Actually Paid | 5,682,502 | 1,547,008 | 5,377,831 | 1,531,020 | 3,327,912 | 1,094,728 | 7,420,884 | 1,732,848 | 5,231,444 | 1,571,134 |

  141. PAY VERSUS PERFORMANCE

    | (b) The Corporation’s peer group for purposes of Item 201(e) of Regulation S-K, which is the S&P Supercom Banks Index, was utilized for purposes of calculating peer group TSR for years 2024, 2023, 2022, 2021 and 2020. The TSR for both the Corporation and the peer group is based on an initial investment of $100, measured on a cumulative basis from market close on December 31, 2019, through and including the end of the fiscal year for which the TSR is being presented in the table. The TSR calculations reflect the investment of dividends. |

  142. PAY VERSUS PERFORMANCE

    | (c) The Corporation has identified pre-tax, pre-provision income as our Company-Selected Measure. Pre-tax, pre-provision income is a non-GAAP financial measure. See Appendix A for a reconciliation of the most directly comparable GAAP financial measure to this non-GAAP financial measure. |

  143. PAY VERSUS PERFORMANCE

    | (d) The CEO and the non-CEO NEOs included in this calculation for each fiscal year were as indicated in the table below: |

  144. PAY VERSUS PERFORMANCE

    | Year | CEO | Non-CEO NEOs | | 2024 | Aurelio Alemán | Orlando Berges, Donald Kafka, Juan C. Pavía, and Nayda Rivera | | 2023 | Aurelio Alemán | Orlando Berges, Donald Kafka, Cassan Pancham, and Nayda Rivera | | 2022 | Aurelio Alemán | Orlando Berges, Donald Kafka, Cassan Pancham, and Nayda Rivera | | 2021 | Aurelio Alemán | Orlando Berges, Donald Kafka, Cassan Pancham, and Nayda Rivera | | 2020 | Aurelio Alemán | Orlando Berges, Calixto García-Vélez, Donald Kafka, and Nayda Rivera |

  145. PAY VERSUS PERFORMANCE

    | Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 75 |

  146. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table One of the objectives of the SEC’s “Pay Versus Performance Table” required disclosures is to illustrate the relationship between the CAP under the Corporation’s executive compensation program and certain financial performance metrics, as well as the Corporation’s TSR and the TSR of the peer group. The Corporation believes that the below information reflects an alignment of the CAP with the Corporation’s strong performance, including on the highlighted key financial performance. The illustrations below compare CAP and the following measures:

  147. Descriptions of the Information Presented in the Pay Versus Performance Table

    | • | The Corporation’s cumulative TSR; |

  148. Descriptions of the Information Presented in the Pay Versus Performance Table

    | • | The peer group cumulative TSR; |

  149. Descriptions of the Information Presented in the Pay Versus Performance Table

    | • | The Corporation’s Net Income; and |

  150. Descriptions of the Information Presented in the Pay Versus Performance Table

    | • | The Corporation’s Pre-Tax, Pre-Provision Income. |

  151. Descriptions of the Information Presented in the Pay Versus Performance Table

    | 76 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |