FIRST BANCORP /PR/
For the period ended May 21, 2025. Filed Apr 8, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 8, 2025
Contents
PROXY STATEMENT HIGHLIGHTS
This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.
Meeting Information and Availability of Proxy Materials
| Date and Time: | May 21, 2025 at 10:00 A.M., Atlantic Standard Time |
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| Place: | Online at www.virtualshareholdermeeting.com/FBP2025 |
| Record Date: | March 24, 2025 |
This Proxy Statement and the accompanying proxy card are being distributed and made available to stockholders on or about April 8, 2025.
How to Vote
Your vote is important. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting. You may vote using one of the following voting methods, and if you were a stockholder as of the close of business on March 24, 2025.
| Record Holders | Beneficial Owners | |
| By Phone | Follow the instructions set forth on the voting instruction form provided by your broker, bank, trustee, or other nominee that holds your shares with these proxy materials. | |
| By Mail | ||
| Cast your ballot, sign your proxy card and return. | ||
| By-Internet | ||
| Visit www.proxyvote.com/318672 and vote online. | ||
| At the Virtual Annual Meeting | ||
| Attend our Annual Meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website. | ||
| Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 1 |
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PROPOSALS FOR YOUR VOTE AND VOTING RECOMMENDATIONS
| Proposal No. 1 | |
| Election of Directors | BOARD’S RECOMMENDATION ✔FOR EACH NOMINEE |
| Refer to “Proposal No. 1 — Election of Directors” and “Information With Respect to Nominees Standing for Election as Directors and With Respect to Executive Officers of the Corporation” on page 13. |
| Proposal No. 2 | |
| Advisory vote to approve executive compensation | BOARD’S RECOMMENDATION ✔FORTHIS PROPOSAL |
| Refer to “Proposal No. 2 — Non-Binding Approval of Compensation of Named Executive Officers” on page 48 and “Executive Compensation Disclosure — Compensation Discussion & Analysis (CD&A)” on page 49. |
| Proposal No. 3 | |
| Ratification of Auditors | BOARD’S RECOMMENDATION✔FORTHIS PROPOSAL |
| Refer to “Proposal No. 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” on page 79. |
| 2 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |
2024 COMPANY PERFORMANCE
| FINANCIAL HIGHLIGHTS | ||
| $938MRevenues | $298.7MNet Income | 1.58%ROAA |
| $16.4Bin Deposits | $12.8Bin Loans | |
| FRANCHISE HIGHLIGHTS | ||
| 492,929Registered Users | 325,674Active Users | +4%User Growth |
| 41%of Deposit Transactions Captured Through Digital Channels | 95%of Deposit Transactions Captured Through Self-Service Platforms | |
| STRONG CAPITAL POSITION | ||
| 16.3%Common Equity Tier 1 Ratio | 18.02%Total Capital Ratio | ~100%Dividend and Buyback Payout Ratio |
| SUSTAINABILITY HIGHLIGHTS | ||
| 2,600 Volunteer Hours | 109K Training Hours | $1.3M Contributions |
| 1,334CRA-related loans originated | $934M CRA-related loans | |
| Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 3 |
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2024 Company Performance Highlights
2024 was a year of solid performance for the Corporation, which included record revenues, solid loan growth across all business segments, positive core customer deposit trends and solid profitability metrics. We also distributed over 100% of earnings for the fourth consecutive year, through repurchases of the Corporation’s common stock, par value $0.10 per share (the “Common Stock”), payment of Common Stock dividends, and repurchases of junior subordinated debentures. Furthermore, 2024 results were complemented by ongoing community outreach activities, as well as investments in technology to accelerate our growth and improve how we serve our customers, colleagues and communities. We remain focused on deploying our capital in a thoughtful manner by prioritizing responsible organic growth and returning capital to our stockholders.
Some of the key corporate accomplishments during 2024 included the following:
| Strong Corporate Performance | ✔ | Earned $298.7 million in GAAP net income |
| ✔ | Adjusted pre-tax pre-provision income (non-GAAP)* of $452.23 million | |
| ✔ | Achieved net interest margin of 4.25%, an improvement of 3 basis points as compared to 2023 | |
| ✔ | Achieved year-over-year organic loan growth of $569.0 million, or 4.7%, primarily driven by increases in commercial, and auto loan and finance leases portfolios | |
| ✔ | Prudent expense management, evidenced by sustaining a 51.92% efficiency ratio | |
| ✔ | Reached a non-performing asset ratio of 0.61%, an improvement of 6 basis points as compared to 2023 | |
| ✔ | Strong Return on Average Assets (ROAA) of 1.58%, and Return on Average Equity (ROAE) of 19.09% | |
| Franchise Highlights | ✔ | Expanded our total deposits, excluding brokered certificate of deposit and government deposits, by $267.1 million, or 2.1%, as compared to 2023, gaining core market share in our main market, Puerto Rico |
| ✔ | Advanced the evolution of our information technology (“IT”) infrastructure and digital capabilities to simplify operations and support further business growth (i.e., FirstBank Commercial Hub, and cloud migration) | |
| ✔ | Achieved customer enrollment penetration of 60% across all digital platforms | |
| ✔ | Promoted digital adoption with retail Digital Banking users increasing 3.8% as compared to 2023 | |
| ✔ | Advanced process improvement initiatives aimed at supporting business goals and increasing efficiency across the organization | |
| ✔ | Continued focused on our colleagues to drive up employee engagement | |
| ✔ | Continued advancing our corporate sustainability program, which includes, but is not limited to, environmental, social and governance (“ESG”) matters | |
| Value-Driven Capital Allocation | ✔ | Returned over 100% of 2024 earnings, through the repurchase of $100.0 million in shares of Common Stock, payment of $106.0 million in Common Stock dividends and $100.0 million redemption of junior subordinated debentures |
| ✔ | Ample capital position to continue growing franchise and delivering value to stockholders |
| * | The Corporation reports its financial measures in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation of the GAAP to non-GAAP financial measures is provided in Appendix A to this Proxy Statement. |
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| 4 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Corporate Governance Highlights
| Majority voting standard for our director elections | Board strategic oversight and review of Enterprise Risk Management |
| Annual elections of all directors (not a staggered Board) | Frequent executive sessions of independent directors |
| Stock ownership guidelines for executive officers and non-management directors | Annual Board and committee self-evaluations |
| Robust compensation clawback policy | Oversight of corporate sustainability matters clearly delineated among Board, Board committees, and management |
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 |
| Proxy Statement for the 2025 Annual Meeting of Stockholders | First BanCorp | 5 |
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Executive Compensation Highlights
Performance-Driven We believe executive compensation must, to a large extent, be at risk, so that the amount earned is directly tied to the achievement of rigorous corporate, business unit and individual performance objectives that drive long-term value creation.
Focus on variable incentive-based pay (57%-76% of total target NEO pay is at-risk as performance-based)
Stockholder-Aligned Executives should be compensated through compensation elements designed to enhance stockholder value.
Competitively Positioned Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that the Corporation employs the best executives to continue its success.
Responsibly Governed Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.
Cautionary Note Regarding Forward-Looking Statements
The Corporation cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by the Corporation, our management or our spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Corporation’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Actual results may differ from those set forth in the forward-looking statements due to a variety of risk factors, including those contained in the Annual Report and the Corporation’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as required by the federal securities laws.
Incorporation by Reference
Neither the Compensation and Benefits Committee Report nor the Audit Committee Report included herein shall be deemed soliciting material or filed with the SEC, and neither those reports nor the Annual Report shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference.
In addition, this Proxy Statement includes our website address. This website address is intended to provide an inactive, textual reference only. The information on our website is not part of or incorporated by reference into this Proxy Statement.
| 6 | First BanCorp | Proxy Statement for the 2025 Annual Meeting of Stockholders |
1519 PONCE DE LEÓN AVENUE
SAN JUAN, PUERTO RICO 00908
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.