Juan Acosta Reboyras
FIRST BANCORP /PR/About Juan Acosta Reboyras
Independent director of First BanCorp (FBP) since August 2014; age 69. Managing Member and Co‑Founder of Acosta & Ramirez Law Office, LLC (since 1999), specializing in tax and corporate law; former partner at KPMG (1976–1995) and attorney at Goldman Antonetti & Cordova and McConnell Valdés (1995–1999). Certified Public Accountant since 1977 and licensed attorney since 1984; former President of the Puerto Rico Society of Certified Accountants; audit committee financial expert and Chair of FBP’s Audit Committee since March 16, 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Partner | 1976–1995 | Tax compliance/planning, corporate reorganizations, M&A |
| Goldman Antonetti & Cordova | Attorney/Partner | 1995–1996 | Corporate/tax law |
| McConnell Valdés | Attorney/Partner | 1996–1999 | Corporate/tax law |
| University of Puerto Rico | Board Member (former) | N/A | Governance oversight |
| Puerto Rico Society of Certified Accountants | President (former) | N/A | Professional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acosta & Ramirez Law Office, LLC | Managing Member & Co‑Founder | 1999–Present | Tax/corporate law expertise |
| Various non‑profit organizations | Director | N/A | Community engagement |
Board Governance
- Independence: Determined independent by the Board under NYSE/SEC standards and FBP Independence Principles .
- Committee assignments and roles:
- Audit Committee: Chair; designated audit committee financial expert; Committee met 17 times in FY2024 .
- Compensation & Benefits Committee: Member; Committee met 4 times in FY2024 .
- Attendance and engagement:
- Board met 9 times in FY2024; all current directors, including Mr. Acosta Reboyras, attended 100% of Board meetings .
- Each director participated in ≥75% of committee meetings on which they served in FY2024 .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 112,500 | Inclusive of Board/committee retainers under 2024 structure |
| Stock Awards | 40,000 | Restricted stock; 12‑month vesting from grant date |
| All Other Compensation | 189 | Director life insurance premium |
| Total | 152,689 |
2025 non‑management director structure: Annual Fee $115,000 ($75,000 cash retainer + $40,000 annual restricted stock), plus committee retainers (e.g., Audit Chair $25,000; Audit member $10,000; Compensation member $6,500, etc.) .
Performance Compensation
| Equity Award | Grant/Action Date | Units | Vesting/Terms | Valuation/Price |
|---|---|---|---|---|
| Restricted Stock (FY2024 award) | 09/30/2024 | 1,889 (outstanding at 12/31/2024) | 12‑month time‑based vesting | $40,000 grant date fair value |
| Restricted Stock (FY2025 award) | 09/30/2025 | 1,814 | Vests solely by time on 09/30/2026 | $22.05/share reference in Form 4 |
| Tax Withholding (for RS vesting) | 09/30/2025 | 189 | Shares withheld to cover taxes | $22.05/share |
Director equity grants are time‑based restricted stock; no performance‑conditioned (PSU/TSR/financial metric) awards are disclosed for non‑management directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards listed in FBP proxy biography |
Expertise & Qualifications
- CPA (since 1977) and licensed attorney (since 1984) with deep tax and corporate law experience (reorganizations, M&A, exemptions), strengthening financial reporting and legal oversight .
- Audit Committee Chair and SEC‑defined financial expert, enhancing audit quality, controls, and independent oversight .
- Leadership roles in professional bodies (PR Society of CPAs) and governance exposure at the University of Puerto Rico .
Equity Ownership
| Measure | As of | Shares | % of Outstanding |
|---|---|---|---|
| Beneficial Ownership | 03/24/2025 | 22,890 | <1% (163,126,093 shares outstanding) |
| Unvested Restricted Stock (included above) | 12/31/2024 | 1,889 | — |
| Post‑Transaction Beneficial Ownership | 09/30/2025 | 24,515 | — |
| Source for 09/30/2025 | 10/02/2025 Form 4 | — | — |
Post‑transaction ownership from Form 4 on 10/02/2025 (transactions dated 09/30/2025) .
Director Stock Ownership Guidelines require 4× Annual Retainer market value; all directors are currently in compliance .
FBP prohibits directors from pledging/hedging company stock .
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair and financial expert; high meeting cadence (Audit met 17× in 2024) supports rigorous oversight .
- 100% Board attendance in 2024; Compensation Committee participation; annual self‑assessments and executive sessions enhance board effectiveness .
- Ownership alignment: time‑based RSU grants; compliance with stringent 4× retainer stock ownership guideline; no pledging/hedging allowed .
- Compensation governance: independent consultant (Pearl Meyer) review and robust advisor independence safeguards; clawback policy highlighted; strong say‑on‑pay support (95.09% in 2024) indicating investor confidence .
- Watch items:
- External law practice could present potential related‑party risk if client relationships intersect with FBP; no related‑person transactions involving Mr. Acosta Reboyras are disclosed, and independence was affirmed after review .
- Dual service as Audit Chair and member of Compensation Committee concentrates oversight influence; mitigated by independent board majority and formal committee charters, self‑assessments, and executive sessions .
No red flags identified in proxy disclosures regarding attendance shortfalls, related‑party transactions, or stock pledging for Mr. Acosta Reboyras based on available filings .
Appendix: Committee Meeting Cadence (FY2024)
| Committee | Meetings |
|---|---|
| Audit | 17 |
| Compensation & Benefits | 4 |
| Governance & Nominating | 3 |
| Asset/Liability | 4 |
| Credit | 11 |
| Risk | 9 |
Appendix: Director Compensation Structure (Effective 01/01/2025)
- Annual Fee for non‑management directors: $115,000 ($75,000 cash; $40,000 restricted stock; RS vests over 12 months) .
- Committee retainers (selected): Audit Chair $25,000; Audit member $10,000; Compensation member $6,500; Governance member $5,000; Asset/Liability member $6,000; Risk member $10,000 .