Sector: Financials
FIRST BANCORP · Meeting: May 6, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2014 with relevant CPA and tax law expertise; FBP's 3-year return of 95.3% outperforms the peer group median by +60.3pp, well below the 65pp trigger threshold for a strong-positive-TSR company; no overboarding, attendance, or independence concerns.
CEO and director since 2005 with deep banking industry leadership; FBP's strong 3-year TSR of 95.3% outperforms the peer median by +60.3pp, not exceeding the 65pp trigger threshold; no overboarding or attendance concerns apply to executive directors.
Director since 2015 bringing IT and operations expertise from a 32-year HP career; FBP's 3-year outperformance of +60.3pp versus the peer median does not trigger the 65pp threshold for a strongly positive TSR company; no other concerns identified.
Director since 2019 with extensive risk management and banking regulatory experience; TSR performance does not trigger the policy threshold; holds two public board seats (FBP and ISACA is a non-profit, Sterling Bancorp tenure ended March 2025), so no overboarding concern applies.
Director since March 2021 bringing consumer and telecommunications expertise; FBP's TSR outperformance of +60.3pp vs. peer median falls short of the 65pp trigger; no attendance, overboarding, or independence concerns.
Director since 2018 with over 40 years of FDIC regulatory and banking examination experience; FBP's 3-year TSR outperformance of +60.3pp does not meet the 65pp trigger threshold; no overboarding or attendance concerns.
Director since 2017 with deep investment management and bank equity expertise; FBP's strong TSR performance versus peers does not trigger the policy threshold; holds only FBP board seat among public companies, no overboarding concern.
Chair since 2011 with broad banking leadership experience; FBP's 3-year TSR of +95.3% outperforms the peer median by +60.3pp, which does not exceed the 65pp trigger threshold for a strong-positive-TSR company; Herencia holds three public board seats (FBP, Banner Corporation, Byline Bancorp) but is not a sitting CEO at any of them — he is Executive Chair at Byline, which is a non-executive board role — so the overboarding rule for sitting CEOs (2+ outside seats) does not apply, and the general 4-board threshold is not breached.
Director since 2020 with fintech, payments, and banking operations expertise from roles at Evertec and Banco Popular; FBP's TSR outperformance of +60.3pp vs. peer median does not trigger the 65pp policy threshold; no overboarding, attendance, or independence concerns.
All nine director nominees receive a FOR vote. FBP's 3-year total return of 95.3% outperforms the disclosed compensation peer group median by +60.3 percentage points; for a company with a strongly positive absolute return (above +20%), the policy requires underperformance of at least 65pp to trigger a vote against directors, so no TSR-based concern arises. All directors attended 100% of Board meetings, no director is overboarded under the policy's thresholds, and each nominee brings relevant financial services, risk management, or business expertise to the board.
CEO
Aurelio Alemán
Total Comp
$5,026,356
Prior Support
N/A
CEO Aurelio Alemán received total compensation of approximately $5.03 million in 2025, which is within a reasonable range for the CEO of a $3.3 billion market cap regional bank with record revenues of $1 billion and net income of $344.9 million — a 15% year-over-year increase. The proxy discloses that 58–77% of total target pay for named executive officers is at-risk and performance-based, satisfying the policy's requirement that at least 50–60% of senior executive compensation be variable; the program uses multi-year equity awards tied to financial targets including tangible book value per share growth and adjusted diluted earnings per share. Pay-for-performance alignment is strong: FBP's 3-year total shareholder return of +95.3% outperforms the disclosed peer group median of +35.0% by +60.3 percentage points, meaning above-benchmark incentive pay is clearly justified by shareholder outcomes. The company discloses a robust compensation clawback policy, and no prior Say on Pay result indicating a concern is available in the filing.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Crowe LLP as auditor and confirms all audit services were pre-approved by the Audit Committee, but does not include a fee breakdown table in the provided filing text, so the non-audit fee ratio cannot be computed; per policy, absent confirmed fee data the trigger does not fire. Auditor tenure is not explicitly disclosed in the filing text provided, so the tenure trigger cannot be applied; per policy, vote FOR when tenure cannot be determined. Crowe LLP is a large national firm appropriate for a $3.3 billion market cap regional bank. No material restatements are disclosed.
The 2026 First BanCorp annual meeting ballot presents four proposals: election of nine directors, adoption of a new equity incentive plan, an advisory vote on executive pay, and auditor ratification. FOR votes are supported on all three covered proposal types — director elections, Say on Pay, and auditor ratification — driven primarily by FBP's exceptional 3-year total shareholder return of +95.3% (well above its peer group median), a pay program that ties a majority of executive compensation to performance outcomes, and no material governance concerns identified across the director slate.
19 companies disclosed in 2026 proxy filing
