Sara Alvarez

About Sara Alvarez

Sara Alvarez-Cabrero (age 49) is Executive Vice President and General Counsel (since May 2021) and Secretary of the Board (since July 2020) at First BanCorp., with 25+ years spanning accounting, tax, securities law, governance, and corporate transactions; she is both a CPA and attorney (J.D. 2005), and joined First BanCorp. in 2003 in Finance/Legal roles . Company performance context for incentive alignment: FY2024 revenues $938M, net income $298.7M, ROAA 1.58%, CET1 16.3%, efficiency ratio 51.92% . Over 2020–2024, FBP’s TSR turned a hypothetical $100 into $206, above the peer group’s $164, with Pay-versus-Performance disclosure used by the Compensation Committee .

Past Roles

External Roles

Fixed Compensation

• Not a 2024 Named Executive Officer (NEO); her specific base salary, target bonus, and actual bonus are not disclosed in the proxy’s executive compensation tables (NEOs: CEO, CFO, CRO, Chief Credit Officer, COO) .
• Enterprise-wide programs (apply to NEOs; typical for executive officers): Defined Contribution Plan match of 50% up to 6% of eligible pay; no defined benefit pension; no nonqualified deferred compensation since 2009; limited perquisites (company auto, club memberships, $1,000,000 life insurance for executive officers) .

Performance Compensation

Program design (corporate framework used for NEOs; the same plan architecture generally governs executive officers):

• Short-Term Incentive (STI): Balanced scorecard with EPS, pre-tax pre-provision income, non-performing asset ratio, efficiency ratio, and individual goals; clawback applies for misconduct or restatement .

• Long-Term Incentive (LTI): Mix of restricted stock and performance shares; company-wide practice shows grants and/or vesting around late March with 2021 and 2022 awards vesting on Mar 31, 2024 and Mar 24, 2024 respectively (illustrated via NEO vestings) .
• Clawback: NYSE/SEC-compliant policy requiring recovery of erroneously awarded incentive comp for restatements (Big R and little r), and for intentional fraud/gross misconduct, covering the prior 3 completed fiscal years .
• Hedging/pledging: Prohibited for executive officers and directors; margin accounts and short sales also prohibited .

Award treatment on termination/change in control (Omnibus Incentive Plan rules applicable to executive awards):

Equity Ownership & Alignment

• Ownership guidelines: CEO 5x salary; other executive officers 2x salary; all directors and executive officers are currently in compliance with the policy .
• Anti-hedging/pledging: Prohibited for directors and executive officers; insider trading policy on file with SEC as Exhibit 19.1 to the 2024 10‑K .
• Related-party transactions: None reported in 2024 above $120,000; insider extensions of credit subject to Regulation O and internal Related Person Transaction Policy .
• Insider activity indicators (Form 4 filings for Alvarez):
  • Reported transactions on Mar 24, 2025 (Form 4) and Mar 16, 2025 (Form 4), consistent with annual March grant/vesting cadence .
  • SEC Form 4 archive (filed Mar 26, 2025) for Alvarez-Cabrero (CIK 0001860032) confirms reporting of March 2025 transactions .
  • 2024 filings include Mar 25, 2024 and Apr 2, 2024 events, reflecting award/settlement activity .
• Ownership level: The proxy’s beneficial ownership table lists directors and NEOs; Alvarez (not an NEO) is not itemized there . Aggregators show her beneficial share balances evolving via Form 4s, but exact current amounts should be taken from the latest SEC Form 4s (see links above) .

Employment Terms

• Specific employment agreement terms (salary multiples, severance, and change-in-control) for Alvarez are not disclosed in the proxy (only NEOs’ contracts are summarized) .
• Reference framework (for NEOs, indicative of policy posture):
  • Severance policies range from 12 months base salary plus recent bonus average for certain EVPs to multi‑year multiples for CEO/CFO; change-in-control benefits generally double- or triple‑trigger with specified multiples; details vary by agreement .
  • Puerto Rico Act 80 statutory severance applies to Puerto Rico employees upon termination without “just cause,” with duration and weeks-per-year tiers; NEO benefits are the greater of Act 80 or contract .
  • Equity under the Omnibus Plan follows the vest/forfeit rules in the table above .
• 2025 organizational development affecting Legal/Compliance scope: Alvarez was assigned oversight of Regulatory Compliance and BSA business units (SVP Compliance reports to her), strengthening legal/regulatory alignment .

Company Performance Snapshot (for incentive alignment context)

Investment Implications

• Alignment and governance: Executive stock ownership policy compliance, anti‑hedging/pledging prohibitions, and a robust clawback reduce misalignment and risk, supporting long-term value orientation for senior leadership, including the General Counsel .
• Insider flow/vesting cadence: Annual award and vesting activity around late March can create mechanical Form 4 activity (and potential tax‑withholding share dispositions), which may temporarily add flow but does not necessarily signal discretionary selling; monitor her March Form 4s for net share changes and any discretionary sales beyond tax or grant-related entries .
• Regulatory/compliance leverage: Expansion of Alvarez’s remit to include Regulatory Compliance and BSA provides tighter legal‑risk oversight during a period of strategic reorganization and leadership transitions—constructive for supervisory credibility and operational resilience .
• Data gaps: Lack of named‑executive disclosure for Alvarez limits pay‑for‑performance granularity; investors should rely on policy frameworks (STI metrics, LTI instruments, clawback, ownership rules) and ongoing Form 4 updates to assess alignment and retention risk .