XML 28 R17.htm IDEA: XBRL DOCUMENT v3.25.3
STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2025
STOCK-BASED COMPENSATION [Abstract]  
STOCK-BASED COMPENSATION
NOTE 10 – STOCK-BASED
.
COMPENSATION
The First BanCorp.
 
Omnibus Incentive Plan (the “Omnibus Plan”), which
 
is effective until May 24, 2026, provides for equity-based
and non-equity-based
 
compensation incentives
 
(the “awards”).
 
The Omnibus
 
Plan authorizes
 
the issuance
 
of up
 
to
14,169,807
 
shares
of common
 
stock, subject
 
to adjustments
 
for
 
stock splits,
 
reorganizations
 
and other
 
similar events.
 
As of
 
September 30,
 
2025, there
were
1,974,291
 
authorized
 
shares
 
of
 
common
 
stock
 
available
 
for
 
issuance
 
under
 
the
 
Omnibus
 
Plan.
 
The
 
Corporation’s
 
Board
 
of
Directors, based
 
on the
 
recommendation
 
of the
 
Compensation and
 
Benefits Committee
 
of the
 
Board, has
 
the power
 
and authority
 
to
determine
 
those
 
eligible
 
to
 
receive
 
awards
 
and
 
to
 
establish
 
the
 
terms
 
and
 
conditions
 
of
 
any
 
awards,
 
subject
 
to
 
various
 
limits
 
and
vesting restrictions that apply to individual and aggregate awards.
Restricted Stock
Under the
 
Omnibus Plan,
 
the Corporation
 
may grant
 
restricted stock
 
to plan
 
participants, subject
 
to forfeiture
 
upon the
 
occurrence
of certain
 
events until
 
the dates
 
specified in
 
the participant’s
 
award agreement.
 
While the
 
restricted stock
 
is subject
 
to forfeiture
 
and
does
 
not
 
contain
 
non-forfeitable
 
dividend
 
rights,
 
participants
 
may
 
exercise
 
full
 
voting
 
rights
 
with
 
respect
 
to
 
the
 
shares
 
of
 
restricted
stock
 
granted
 
to
 
them.
 
The
 
fair
 
value
 
of
 
the
 
shares
 
of
 
restricted
 
stock
 
granted
 
was
 
based
 
on
 
the
 
market
 
price
 
of
 
the
 
Corporation’s
common
 
stock on
 
the date
 
of the
 
respective grant.
 
The shares
 
of restricted
 
stocks granted
 
to employees
 
are subject
 
to the
 
following
vesting period:
 
fifty percent
 
(
50
%) of
 
those shares
 
vest on
 
the
two-year
 
anniversary of
 
the grant
 
date and
 
the remaining
50
% vest
 
on
the
three-year
 
anniversary of
 
the grant
 
date. The
 
shares of
 
restricted stock
 
granted to
 
directors are
 
generally subject
 
to vesting
 
on the
one-year
 
anniversary of the grant date.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The
 
following
 
table
 
summarizes
 
the
 
restricted
 
stock
 
activity
 
under
 
the
 
Omnibus
 
Plan
 
during
 
the
 
nine-month
 
periods
 
ended
September 30, 2025 and 2024:
Nine-Month Period Ended September 30,
2025
2024
Number of
Weighted-
Number of
Weighted-
shares of
Average
shares of
Average
restricted
Grant Date
restricted
Grant Date
stock
 
Fair Value
stock
 
Fair Value
Unvested shares outstanding at beginning of year
1,007,621
$
14.39
889,642
$
12.30
Granted
(1)
461,236
18.46
413,516
17.49
Forfeited
(8,818)
16.27
(7,156)
13.69
Vested
(423,729)
13.13
(276,558)
12.36
Unvested shares outstanding at end of period
1,036,310
$
16.71
1,019,444
$
14.38
(1)
For the
 
nine-month period
 
ended September
 
30, 2025,
 
includes
15,691
 
shares of
 
restricted stock
 
awarded to
 
independent directors
 
and
445,545
 
shares of
 
restricted stock
 
awarded to
employees, of
 
which
103,560
 
shares were
 
granted to
 
retirement-eligible employees
 
and thus
 
charged to
 
earnings as
 
of the
 
grant date.
 
For the
 
nine-month period
 
ended September
 
30,
2024, includes
16,448
 
shares of restricted
 
stock awarded to
 
independent directors and
397,068
 
shares of restricted
 
stock awarded to
 
employees, of which
84,122
 
shares were granted
 
to
retirement-eligible employees and thus charged to earnings
 
as of the grant date.
For
 
the
 
quarter
 
and
 
nine-month
 
period
 
ended
 
September
 
30,
 
2025,
 
the
 
Corporation
 
recognized
 
$
1.4
 
million
 
and
 
$
5.9
 
million,
respectively,
 
of stock-based
 
compensation expense
 
related to
 
restricted stock
 
awards, compared
 
to $
1.3
 
million and
 
$
5.0
 
million for
the
 
same
 
periods
 
in
 
2024,
 
respectively.
 
As of
 
September
 
30,
 
2025,
 
there
 
was $
6.9
 
million
 
of
 
total unrecognized
 
compensation
 
cost
related to unvested shares of restricted stock that the Corporation expects to
 
recognize over a weighted-average period of
1.6
 
years.
Performance Units
Under the Omnibus Plan, the Corporation may award
 
performance units to participants, with each unit representing
 
the value of one
share
 
of
 
the
 
Corporation’s
 
common
 
stock.
These awards, which are granted to executives, have the right to receive dividend
equivalents. Such dividend equivalents accrue during the performance cycle and are paid in cash on the vesting date based upon
achievement of the performance goals.
 
Performance units granted vest on the third anniversary of the effective date of the award based on actual achievement of two
performance metrics weighted equally: relative total shareholder return (“Relative TSR”), compared to companies that comprise the
KBW Nasdaq Regional Banking Index, and the achievement of a tangible book value per share (“TBVPS”) goal, which is measured
based upon the growth in the tangible book value during the performance cycle, adjusted for certain allowable non-recurring
transactions. The participant may earn 50% of their target opportunity for threshold level performance and up to 150% of their target
opportunity for maximum level performance, based on the individual achievement of each performance goal during a
three-year
performance cycle. Amounts between threshold, target and maximum performance will vest in a proportional amount.
The
 
following
 
table
 
summarizes
 
the
 
performance
 
units
 
activity
 
under
 
the
 
Omnibus
 
Plan
 
during
 
the
 
nine-month
 
periods
 
ended
September 30, 2025 and 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine-Month Period Ended September 30,
2025
2024
Number
 
Weighted-
Number
 
Weighted-
of
Average
of
Average
Performance
Grant Date
Performance
Grant Date
Units
Fair Value
Units
Fair Value
Performance units at beginning of year
549,032
$
14.37
534,261
$
12.25
Additions
(1)
160,744
18.66
165,487
18.39
Vested
(2)
(166,669)
13.15
(150,716)
11.26
Performance units at end of period
543,107
$
16.01
549,032
$
14.37
(1)
Units granted during the nine-month
 
periods ended September 30,
 
2025 and 2024 are based
 
on the achievement of the
 
Relative TSR and TBVPS performance
 
goals during a three-
year performance cycle beginning January 1, 2025 and January
 
1, 2024, respectively, and ending on
 
December 31, 2027 and December 31, 2026, respectively.
(2)
Units
 
vested
 
during
 
the
 
nine-month
 
periods
 
ended
 
September
 
30,
 
2025
 
and
 
2024
 
are
 
related
 
to
 
performance
 
units
 
granted
 
in
 
2022
 
and
 
2021,
 
respectively,
 
that
 
met
 
the
 
pre-
established targets and were settled with shares
 
of common stock reissued from treasury shares.
The
 
fair
 
value
 
of
 
the
 
performance
 
units
 
awarded,
 
that
 
was
 
based
 
on
 
the
 
TBVPS
 
goal
 
component,
 
was
 
calculated
 
based
 
on
 
the
market
 
price
 
of
 
the
 
Corporation’s
 
common
 
stock
 
on
 
the
 
respective
 
date
 
of
 
the
 
grant
 
and
 
assuming
 
attainment
 
of
 
100%
 
of
 
target
opportunity.
 
As
 
of
 
September
 
30,
 
2025,
 
there
 
have
 
been
 
no
 
changes
 
in
 
management’s
 
assessment
 
of
 
the
 
probability
 
that
 
the
 
pre-
established TBVPS
 
goal will
 
be achieved;
 
as such,
 
no cumulative
 
adjustment to
 
compensation expense
 
has been
 
recognized. The
 
fair
value
 
of
 
the
 
performance
 
units
 
awarded,
 
that
 
was
 
based
 
on
 
the
 
Relative
 
TSR
 
component,
 
was
 
calculated
 
using
 
a
 
Monte
 
Carlo
simulation. Since
 
the Relative
 
TSR component
 
is considered
 
a market
 
condition, the
 
fair value
 
of the
 
portion of
 
the award
 
based on
Relative TSR is not revised subsequent to grant date based on actual performance.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table
 
summarizes the valuation
 
assumptions used to
 
calculate the fair
 
value as of
 
the grant date
 
of the Relative
 
TSR
component
 
of the
 
performance units
 
granted under
 
the Omnibus
 
Plan during
 
the nine-month
 
periods ended
 
September 30,
 
2025 and
2024:
Nine-Month Period Ended September 30,
2025
2024
Risk-free interest rate
(1)
3.92
%
4.41
%
Correlation coefficient
74.96
73.80
Expected dividend yield
(2)
-
-
Expected volatility
(3)
31.94
34.65
Expected life (in years)
2.79
2.78
(1)
Based on the yield on zero-coupon U.S. Treasury
 
Separate Trading of Registered Interest and
 
Principal of Securities as of the grant date for a period equal to the
 
simulation term.
(2)
Assumes that dividends are reinvested at each ex-dividend date.
(3)
Calculated based on the historical volatility of the Corporation's
 
stock price with a look-back period equal to the simulation
 
term using daily stock prices.
For
 
the
 
quarter
 
and
 
nine-month
 
period
 
ended
 
September
 
30,
 
2025,
 
the
 
Corporation
 
recognized
 
$
0.8
 
million
 
and
 
$
2.1
 
million,
respectively,
 
of
 
stock-based
 
compensation
 
expense
 
related
 
to
 
performance
 
units,
 
compared
 
to
 
$
0.7
 
million
 
and
 
$
1.8
 
million
 
for
 
the
same periods in 2024,
 
respectively.
 
As of September 30, 2025,
 
there was $
4.4
 
million of total unrecognized
 
compensation cost related
to unvested performance units that the Corporation expects to recognize
 
over a weighted-average period of
1.9
 
years.
Shares withheld
During the
 
first nine months
 
of 2025,
 
the Corporation
 
withheld
194,259
 
shares (first nine
 
months of
 
2024 –
137,206
 
shares) of the
restricted
 
stock
 
and
 
performance
 
units
 
that vested
 
during
 
such
 
period to
 
cover
 
the participants’
 
payroll
 
and
 
income
 
tax withholding
liabilities;
 
these
 
shares
 
are
 
held
 
as
 
treasury
 
shares.
 
The
 
Corporation
 
paid
 
in
 
cash
 
any
 
fractional
 
share
 
of
 
salary
 
stock
 
to
 
which
 
an
officer
 
was entitled.
 
In
 
the consolidated
 
financial
 
statements,
 
the
 
Corporation
 
presents
 
shares
 
withheld
 
for
 
tax purposes
 
as common
stock repurchases.