First Bancorp /PR/ Announces 2024 Annual Meeting of Stockholders

Ticker: FBP · Form: DEF 14A · Filed: 2024-04-08T00:00:00.000Z

Sentiment: neutral

Topics: proxy statement, annual meeting, virtual meeting, stockholders, voting

TL;DR

<b>First Bancorp /PR/ will hold its 2024 Annual Meeting of Stockholders virtually on May 23, 2024, for shareholders of record as of March 25, 2024.</b>

AI Summary

FIRST BANCORP /PR/ (FBP) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. The 2024 Annual Meeting of Stockholders for First Bancorp /PR/ will be held on Thursday, May 23, 2024, at 10:00 a.m. Atlantic Standard Time. The meeting will be conducted virtually via the internet at www.virtualshareholder meeting.com/FBP2024. Stockholders of record as of the close of business on March 25, 2024, are entitled to receive notice and vote at the meeting. Stockholders of record will need a 16-digit control number from their proxy card to vote electronically during the virtual meeting. Beneficial owners holding shares in street name must follow instructions from their broker or nominee to participate and vote.

Why It Matters

For investors and stakeholders tracking FIRST BANCORP /PR/, this filing contains several important signals. The shift to a virtual-only meeting format may impact accessibility and engagement for some stockholders, potentially affecting participation levels and the ability to ask questions. The requirement for a specific control number for voting highlights the importance of proper proxy material handling and could disenfranchise shareholders who do not receive or correctly use their number.

Risk Assessment

Risk Level: low — FIRST BANCORP /PR/ shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the proxy materials to understand the proposals to be voted on at the annual meeting and ensure you have the necessary control number to participate and vote.

Key Numbers

Key Players & Entities

FAQ

When did FIRST BANCORP /PR/ file this DEF 14A?

FIRST BANCORP /PR/ filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FIRST BANCORP /PR/ (FBP).

Where can I read the original DEF 14A filing from FIRST BANCORP /PR/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FIRST BANCORP /PR/.

What are the key takeaways from FIRST BANCORP /PR/'s DEF 14A?

FIRST BANCORP /PR/ filed this DEF 14A on April 8, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for First Bancorp /PR/ will be held on Thursday, May 23, 2024, at 10:00 a.m. Atlantic Standard Time.. The meeting will be conducted virtually via the internet at www.virtualshareholder meeting.com/FBP2024.. Stockholders of record as of the close of business on March 25, 2024, are entitled to receive notice and vote at the meeting..

Is FIRST BANCORP /PR/ a risky investment based on this filing?

Based on this DEF 14A, FIRST BANCORP /PR/ presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

What should investors do after reading FIRST BANCORP /PR/'s DEF 14A?

Review the proxy materials to understand the proposals to be voted on at the annual meeting and ensure you have the necessary control number to participate and vote. The overall sentiment from this filing is neutral.

How does FIRST BANCORP /PR/ compare to its industry peers?

First Bancorp /PR/ operates within the commercial banking sector, providing financial services primarily in Puerto Rico.

Are there regulatory concerns for FIRST BANCORP /PR/?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

Industry Context

First Bancorp /PR/ operates within the commercial banking sector, providing financial services primarily in Puerto Rico.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on proposals and voting matters.
  2. Ensure you have your control number for virtual attendance and electronic voting.
  3. Follow instructions provided by your broker if your shares are held in street name.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it's a definitive proxy statement for an upcoming annual meeting, distinct from prior filings which might have been 8-K or other report types.

Filing Stats: 4,548 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2024-04-08 17:22:38

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 11 Beneficial Owners of More Than 5% of Our Common Stock 11 Beneficial Ownership of Directors, Director Nominees and Executive Officers 12 INFORMATION WITH RESPECT TO NOMINEES STANDING FOR ELECTION AS DIRECTORS AND WITH RESPECT TO EXECUTIVE OFFICERS OF THE CORPORATION 13 PROPOSAL NO. 1 — ELECTION OF DIRECTORS 13 Director Qualifications 13 Nominees Standing for Election as Directors for Terms Expiring at the 2025 Annual Meeting 15 Required Vote 23 Recommendation of the Board of Directors 23 INFORMATION ABOUT EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS 24 CORPORATE GOVERNANCE AND RELATED MATTERS 28 Key Corporate Governance Practices 28 General 29 Code of Ethics 29 Independence of the Board of Directors and Director Nominees 30 Board Leadership Structure 31 Board Diversity 32 Board Self-Assessment 33 Board's Role in Risk Oversight 33 Board's Role in Cybersecurity and Information Security Risk 34 Board Meetings 34 Board Attendance at Annual Meetings 34 Director Commitments 34 Board's Continuing Education 35 Communications with the Board 35 Director Stock Ownership 36 Corporate Sustainability Overview 36 Board Committees 38 Compensation and Benefits Committee 39 Corporate Governance and Nominating Committee 40 Asset/Liability Committee 41 Credit Committee 41 Risk Committee 42 Audit Committee 43 Trust Committee 43 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 44 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 46 COMPENSATION OF DIRECTORS 46 NON-MANAGEMENT CHAIRMAN AND SPECIALIZED EXPERTISE 46 Director Summary Compensation Table 47 PROPOSAL NO. 2 — NON-BINDING APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS 48 Background of the Proposal 48 Required Vote 48 Recommendation of the Board of Directors 48

EXECUTIVE COMPENSATION DISCLOSURE COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVE COMPENSATION DISCLOSURE COMPENSATION DISCUSSION & ANALYSIS 49

Executive Compensation Program

Executive Compensation Program 49 2023 Business Overview / Impact on Executive Compensation 52 What Guides Our Program 53 The 2023 Executive Compensation Program in Detail 55 2024 Compensation Decisions 0 Other Practices, Policies and Guidelines 62 COMPENSATION COMMITTEE REPORT 64

EXECUTIVE COMPENSATION TABLES AND COMPENSATION INFORMATION

EXECUTIVE COMPENSATION TABLES AND COMPENSATION INFORMATION 65 Summary Compensation Table 65 Grants of Plan-Based Awards 67 Outstanding Equity Awards at Fiscal Year End 68 Options Exercised and Stock Vested Information 69 Employment Contracts, Termination of Employment, and Change in Control Arrangements 69 CEO Pay Ratio 73 Pay Versus Performance 74 PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 78 Required Vote 78 Recommendation of the Board of Directors 78 AUDIT COMMITTEE REPORT 79 AUDIT FEES 79 PROPOSAL NO. 4 — NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE CORPORATION'S EXECUTIVE COMPENSATION 80 Required Vote 80 Recommendation of the Board of Directors 80 STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING 81 DELINQUENT SECTION 16(A) REPORTS 81 HOUSEHOLDING 81 OBTAINING THE ANNUAL REPORT 82 APPENDIX A 83 TABLE OF 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 23, 2024 at 10:00 A.M., Atlantic Standard Time Place: Online at www.virtualshareholdermeeting.com/FBP2024 Record Date: March 25, 2024 This Proxy Statement and the accompanying proxy card are being distributed and made available to stockholders on or about April 8, 2024. 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 25, 2024. Record Holders Beneficial Owners By Phone Follow the instructions set forth on the voting instruction form provided by your broker,

Executive Compensation Highlights

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 (55%-74% 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

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