Nayda Rivera
FIRST BANCORP /PR/About Nayda Rivera
Nayda Rivera, 51, is Executive Vice President, Chief Consumer Officer and Chief of Staff at First BanCorp (effective April 2025), after serving as Chief Risk Officer from April 2006 to March 2025 and EVP since January 2008. She is a CPA, Certified Internal Auditor, and certified in financial forensics, with six years at PwC prior to joining First BanCorp in 2002; her expertise spans ERM, credit risk, compliance, internal controls, and human capital management. 2024 corporate context featured record revenues, top‑quartile profitability and returning over 100% of earnings via buybacks, dividends and junior subordinated debt redemption; key pay/performance linkages emphasize EPS, pre‑tax pre‑provision income (PTPP), efficiency, non‑performing asset ratio, and multi‑year PSU metrics in relative TSR vs KBW Regional Bank Index and tangible book value (TBV) growth, underscoring pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First BanCorp | Chief Consumer Officer and Chief of Staff (EVP) | Apr 2025–present | Leads Mortgage Banking, Unsecured Consumer Lending, Auto/Leasing, Collections, Insurance; builds on prior ERM and HCM leadership . |
| First BanCorp | Chief Risk Officer (EVP) | Apr 2006–Mar 2025 | Oversaw ERM, compliance, credit risk, loan review; drove reduction in NPAs and regulatory milestone execution; co‑led CECL/allowance . |
| First BanCorp | General Auditor (SVP) | Jul 2002–Apr 2006 | Internal audit, controls and governance foundation for ERM; strengthened risk oversight . |
| PricewaterhouseCoopers | Auditor | Pre‑2002 (6 years) | Audited public/private companies; financial reporting and controls expertise . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FirstBank Overseas Corp. (subsidiary) | Director | Since Oct 2009 | Subsidiary governance and oversight . |
| FB Private Equity Fund, LLC; FB Opportunity Zone Fund LLC | Board of Managers | Not disclosed | Oversight of affiliated investment entities . |
| FirstBank Puerto Rico 401k Plan | Trustee | Not disclosed | Retirement plan fiduciary oversight . |
| Bayamón Central University | Board of Trustees member | Jan 2005–Jan 2006 | Academic governance . |
| Juan Domingo en Acción (non‑profit) | Director | 2015–Oct 2019 | Community engagement . |
| United Way de Puerto Rico Inc. | Director | Since 2015 | Community impact and philanthropy . |
Fixed Compensation
| Year | Base salary paid ($) | Employment‑agreement 2024 base ($) | All other compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 537,115 | 550,000 | 33,812 | Base raised from $500,000 to $550,000 effective Apr 1, 2024 . |
| 2023 | 500,000 | — | 32,320 | — |
| 2022 | 493,654 | — | 27,465 | Base raised from $475,000 to $500,000 effective Apr 1, 2022 . |
| Short‑term incentive (STI) target as % of base | Effective change | Source |
|---|---|---|
| 60% of base salary for Rivera (increased from 50%) | Increased Mar 21, 2024 for the award paid in 2025 based on 2024 performance |
| 2024 STI actual | Amount ($) | % of base salary achieved |
|---|---|---|
| Paid for 2024 performance | 404,198 | 73.49% |
| 2023 STI actual | Amount ($) |
|---|---|
| Paid for 2023 performance | 286,882 |
| 2022 STI actual | Amount ($) |
|---|---|
| Paid for 2022 performance | 317,330 |
Performance Compensation
Short‑Term Incentive Plan (2024)
| Metric | Weighting (% of base) | Actual achieved (% of base) | Dollar payout ($) | Vesting/payment |
|---|---|---|---|---|
| Earnings Per Share (EPS) | 9.0% | 11.33% | Included in total $404,198 | Cash (annual) . |
| Pre‑tax, Pre‑Provision Income (PTPP) | 9.0% | 8.77% | Included in total $404,198 | Cash (annual) . |
| Non‑Performing Asset (NPA) Ratio | 6.0% | 9.00% | Included in total $404,198 | Cash (annual) . |
| Efficiency Ratio | 6.0% | 6.14% | Included in total $404,198 | Cash (annual) . |
| Individual Performance | 30.0% | 38.25% | Included in total $404,198 | Cash (annual) . |
| Total | 60.0% target | 73.49% achieved | 404,198 | Cash (annual) . |
Notes:
- Rivera’s 2024 individual performance highlights include risk reduction (lower NPAs), CECL co‑lead, regulatory milestones, and talent/succession efforts .
Long‑Term Incentive (LTI) Structure (2024 grants)
| Component | Target opportunity (% of base) | 2024 awarded (% of base) | 2024 value ($) | Vesting / Performance |
|---|---|---|---|---|
| Restricted Stock (RSU) | 40.0% | 43.6% | 218,000 | Vests 50% at 2nd anniversary and 50% at 3rd anniversary of Mar 21, 2024 grant (i.e., Mar 21, 2026 and Mar 21, 2027) . |
| Performance Shares (PSU) | 40.0% | 43.6% | 218,000 | 3‑year performance cycle 2024–2026; 50% TSR vs KBW Regional Bank Index, 50% TBV goal ($15.51), payout 50%–150% of target; negative TSR caps at 100% . |
| Total LTI | 80.0% | 87.2% | 436,000 | Mix 50% PSU / 50% RSU; dividends accrue and pay at vest . |
Additional grant mechanics:
- 2024 grant date close price $17.35; PSU Monte Carlo grant‑date fair value per share $19.43 (ASC 718) .
Outstanding and Recent Vesting (as of Dec 31, 2024)
| Award type | Unvested/Unearned units (#) | Fair value ($) | Key vesting dates |
|---|---|---|---|
| Time‑vested stock (unvested) | 49,877 | 927,213 | 2022 RSU remaining 50% vested Mar 24, 2025; 2023 RSU 50% vested Mar 16, 2025 and 50% vests Mar 16, 2026; 2024 RSU vests 50% Mar 21, 2026 and 50% Mar 21, 2027 . |
| Performance shares (unearned) | 24,630 | 457,872 | 2023 PSUs vest Mar 16, 2026 (based on 2023–2025 results); 2024 PSUs vest Mar 21, 2027 (2024–2026 cycle; threshold placeholder shown) . |
| 2024 shares vested (RSU/PSU) | 25,304 | 439,533 (realized value) | 2021 awards and 2022 RSU 50% vested during 2024 . |
Implication: Concentrated vesting windows in March 2025/2026/2027 create potential incremental selling/withholding pressure around vest dates (subject to blackout/personal decisions) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 250,211 shares; <1% of outstanding as of Mar 24, 2025 . |
| Included unvested awards in beneficial ownership | 34,927 shares subject to forfeiture included in totals (per ownership table note) . |
| Stock ownership guideline | 2x base salary for NEOs; all NEOs in compliance as of proxy date . |
| Anti‑hedging/pledging | Section 16 officers and directors are prohibited from pledging, shorting, margin, and hedging; insider trading policy in place . |
| Pension/SERP | No defined benefit pension for NEOs . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective May 31, 2018; 1‑year term; auto‑renews annually unless either party gives ≥90 days’ notice before anniversary . |
| 2024 base salary under agreement | $550,000 . |
| Severance – termination without cause | Cash equal to 12 months current base salary plus average cash bonuses for last two completed calendar years; for Rivera, cash benefits determined under Puerto Rico Act 80 if higher (policy note) . |
| Change in control (CIC) | If terminated without cause within 2 years post‑CIC: lump sum equal to 3x cash base salary + 3x average cash bonuses for last two completed years (Rivera’s multiplier is 3x; other EVPs 2x) . |
| Acceleration of equity | RSUs: vest on death, disability, retirement, termination without cause, or involuntary termination within 1 year post‑CIC; for resignation/for‑cause, forfeited . PSUs: similar vesting on death/disability; remain outstanding for retirement to vest based on actual results; vest upon termination without cause; vest if voluntarily or involuntarily terminated within 1 year post‑CIC . |
| Clawback | SEC 10D and NYSE‑compliant clawback for executive officers; restatement (Big R or little r) or intentional fraud/gross misconduct trigger recovery (3‑year lookback) . |
Quantified potential payouts (as of Dec 31, 2024)
| Scenario | Cash payment ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|
| Death | 1,000,000 | 692,199 | 692,886 | 2,385,085 . |
| Disability | — | 692,199 | 692,886 | 1,385,085 . |
| Retirement | — | 692,199 | 692,886 | 1,385,085 . |
| Termination without cause | 950,281 | 692,199 | 692,886 | 2,335,366 . |
| Change in control | 2,686,620 | 692,199 | 692,886 | 4,071,705 . |
Compensation Structure Analysis
- Increased variable pay leverage: STI target raised to 60% of salary for 2024 performance (paid in 2025) from 50%, increasing pay sensitivity to EPS/PTPP/efficiency/NPA outcomes .
- Balanced LTI mix with explicit multi‑year metrics: 50% PSUs and 50% RSUs; PSUs split evenly between relative TSR vs KBW Regional Bank Index and TBV per‑share goal, with 50%–150% payout range and negative TSR cap at 100%—a robust alignment and risk‑moderation design .
- No stock options or repricing: Recent equity is RSU/PSU only; no options disclosed in tables, reducing asymmetric risk‑taking incentives .
- Individual performance discretion within bounded range: LTI values granted at target with ±10% based on individual performance (Rivera at 43.6% each leg in 2024), adding calibrated discretion without breaking target economics .
Investment Implications
- Alignment and risk posture: Strong alignment via ownership guidelines (2x salary, in compliance), PSU metrics (relative TSR and TBV), clawback, and anti‑pledging/hedging policy reduce governance risk and entrench pay‑for‑performance linkages .
- Retention and CIC economics: Annual auto‑renew with Act 80 overlay for severance and a relatively richer 3x CIC multiple for Rivera indicates meaningful retention value but manageable change‑of‑control cost relative to role scope; equity accelerates favorably on qualifying terminations/CIC .
- Near‑term trading dynamics: Concentrated vesting dates (Mar 2025/2026/2027) and recorded 2024 vesting (25,304 shares; $439,533) suggest periodic vest‑related liquidity windows; watch 10b5‑1/blackout periods around March for potential insider selling or withholding flows .
- Performance execution focus: STI weightings highlight profitability (EPS/PTPP), asset quality (NPA), and efficiency; 2024 over‑achievement versus target (122.48% for Rivera) underscores operational execution in risk and HCM, a positive signal for consumer‑banking transition in 2025 .
Overall, Rivera’s incentive design, ownership posture, and severance/CIC terms are broadly shareholder‑friendly, with multi‑year PSU metrics central to long‑term value creation; monitor vesting windows and any role‑transition KPIs in consumer businesses post‑April 2025 for incremental signals on execution and pay outcomes .