Independent
Tenure on this board
4.7 yrs
9 nominees · 4 ballot items.
Election of nine directors; adoption of the First BanCorp 2026 Omnibus Incentive Plan; non-binding approval of 2025 executive compensation; ratification of Crowe LLP as independent auditors for 2026.
Elect nine directors named in the proxy statement to serve until the 2027 annual meeting.
Approve the 2026 Omnibus Incentive Plan to authorize up to 5,000,000 shares for grants to employees and directors with specified governance safeguards.
The proposal asks shareholders to approve the First BanCorp 2026 Omnibus Incentive Plan which would replace the expiring 2016 Plan and authorize up to 5,000,000 shares (plus forfeited shares from the prior plan) for issuance as equity awards to eligible directors, officers and employees. Management seeks approval to continue granting performance-based and time-based equity to align executive and director incentives with long-term shareholder value and retention needs. The Plan contains multiple investor protections — a fixed share reserve (no evergreen), prohibition on repricing options or SARs without shareholder approval, minimum vesting requirements (with limited exceptions), limits on annual awards to non-employee directors, no dividends on unvested awards, double-trigger change-in-control protections, independent committee administration, and compliance with applicable tax and securities rules. The Board and Compensation Committee reviewed peer practices, historical grant usage, dilution analyses and compensation accounting impact in concluding that the requested share reserve and plan terms are reasonable. The Board recommends a FOR vote, emphasizing that the plan supports retention, competitive pay practices, and aligns pay with performance while incorporating governance safeguards to protect shareholders.
Advisory (“say-on-pay”) vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve the compensation paid to named executive officers for 2025, as described in the CD&A and accompanying tables. Management frames the pay program as performance-driven and stockholder-aligned, with substantial variable compensation tied to metrics including adjusted EPS, pre-tax pre-provision income, NPA ratio, efficiency ratio, and individual objectives, complemented by long-term performance shares and time-vested restricted stock. The Compensation Committee used peer data and consultant input, maintains clawback and ownership policies, and conducts risk reviews. A favorable advisory vote is non-binding but will be considered by the Compensation Committee in future decisions; the Board recommends a vote FOR the proposal.
Ratify Crowe LLP as First BanCorp’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.72% | 16,583,946 | $354M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.41% | 13,004,220 | $278M |
| 3 | STATE STREET CORP | 5.45% | 8,437,133 | $180M |
| 4 | FMR LLC | 5.27% | 8,148,805 | $174M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.77% | 7,378,940 | $158M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 6,975,781 | $149M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.98% | 6,155,648 | $131M |
| 8 | FIRST TRUST ADVISORS LP | 3.14% | 4,862,288 | $104M |
| 9 | BlackRock, Inc. | 2.94% | 4,545,799 | $97M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.71% | 4,197,324 | $90M |
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