First BanCorp (FBP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with a record date of March 9, 2026.

• Key proposals include director elections, adoption of a new omnibus incentive plan, advisory approval of executive compensation, and auditor ratification.

• 2025 saw record revenues ($1.0B), net income ($344.9M), and strong capital ratios, with nearly 100% of earnings returned to shareholders via buybacks and dividends.

• Digital banking adoption increased, and significant investments were made in technology and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, adopting the 2026 Omnibus Incentive Plan, approving 2025 executive compensation (say-on-pay), and ratifying Crowe LLP as auditor.

• The board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• All directors are elected annually by majority vote; 8 of 9 are independent.

• The board has an independent chair and four fully independent committees.

• Directors have diverse backgrounds in leadership, finance, risk, and technology.

• Annual board and committee self-assessments are conducted.

• Stock ownership guidelines apply to directors and executives.