First BanCorp (FBP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to be held virtually; record date is March 24, 2025.

• Key proposals: election of nine directors, advisory vote on executive compensation, and ratification of Crowe LLP as auditor.

• 2024 saw record revenues, strong loan growth, positive deposit trends, and over 100% of earnings returned to shareholders via buybacks and dividends.

• Continued investments in technology, digital adoption, and sustainability initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, approving 2024 executive compensation (say-on-pay), and ratifying Crowe LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Majority of shares present or by proxy required for approval; broker non-votes have no effect except for auditor ratification.

Board of directors and corporate governance

• Board consists of nine members, with 89% independent and an average tenure of 9.2 years.

• Independent Chair leads the Board; all directors stand for annual election.

• Board committees include Audit, Compensation, Governance, Asset/Liability, Credit, and Risk.

• Annual self-assessments and continuing education for directors; robust stock ownership guidelines for directors and executives.

• Board oversees risk management, succession planning, and sustainability.