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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2024
STOCK-BASED COMPENSATION [Abstract]  
STOCK-BASED COMPENSATION
NOTE 14 – STOCK-BASED
.
COMPENSATION
The
 
First
 
Bancorp
 
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
 
December
 
31,
 
2024,
 
there
 
were
2,587,453
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
 
years ended December
 
31, 2024,
2023 and 2022:
Year Ended December 31,
2024
2023
2022
Number of
Weighted-
Number of
Weighted-
Number of
Weighted-
shares of
Average
shares of
Average
shares of
Average
restricted
Grant Date
restricted
Grant Date
restricted
Grant Date
stock
 
Fair Value
stock
 
Fair Value
stock
 
Fair Value
Unvested shares outstanding at beginning of year
889,642
$
12.30
938,491
$
9.14
1,148,775
$
6.61
Granted
(1)
415,577
17.50
522,801
12.07
327,195
13.21
Forfeited
(14,896)
14.07
(63,133)
11.36
(15,108)
8.79
Vested
(282,702)
12.40
(508,517)
6.36
(522,371)
6.13
Unvested shares outstanding at end of year
1,007,621
$
14.39
889,642
$
12.30
938,491
$
9.14
(1)
For the
 
year ended
 
December 31,
 
2024, includes
18,509
 
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 year
 
ended December 31,
 
2023, includes
28,973
 
shares of
restricted stock awarded to independent directors
 
and
494,008
 
shares of restricted stock awarded to employees,
 
of which
33,718
 
shares were granted to retirement-eligible
 
employees and
thus charged
 
to earnings as
 
of the grant
 
date. For the
 
year ended December
 
31, 2022, includes
27,529
 
shares of restricted
 
stock awarded to
 
independent directors and
299,666
 
shares of
restricted stock awarded to employees, of which
6,084
 
shares were granted to retirement-eligible employees and thus
 
charged to earnings as of the grant date.
For the
 
years ended
 
December 31,
 
2024, 2023
 
and 2022,
 
the Corporation
 
recognized
 
$
6.2
 
million, $
5.7
 
million and
 
$
3.7
 
million,
respectively,
 
of
 
stock-based
 
compensation
 
expense
 
related
 
to
 
restricted
 
stock
 
awards.
 
As
 
of
 
December
 
31,
 
2024,
 
there
 
was
 
$
4.8
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
1.5
 
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, do not contain non-forfeitable rights to
dividend equivalent amounts and can only be settled in shares of the Corporation’s common stock.
 
Performance units granted during the years ended December 31, 2024 and 2023 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. Performance units granted prior to March 16, 2023 vest subject only to achievement of a TBVPS goal and the
participant may earn only up to 100% of their target opportunity.
The following table summarizes the
 
performance units activity under
 
the Omnibus Plan during the
 
years ended December 31, 2024,
2023 and 2022:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended
 
December 31,
2024
2023
2022
Number
 
Weighted-
Number
 
Weighted-
Number
 
Weighted-
of
Average
of
Average
of
Average
Performance
Grant Date
Performance
Grant Date
Performance
Grant Date
Units
Fair Value
Units
Fair Value
Units
Fair Value
Performance units at beginning of year
534,261
$
12.25
791,923
$
7.36
814,899
$
7.06
Additions
(1)
165,487
18.39
216,876
12.24
166,669
13.15
Vested
(2)
(150,716)
11.26
(474,538)
4.08
(189,645)
11.16
Performance units at end of year
549,032
$
14.37
534,261
$
12.25
791,923
$
7.36
(1)
Units granted during
 
2024 and 2023
 
are based on
 
the achievement of
 
the Relative TSR
 
and TBVPS performance
 
goals during a
 
three-year performance
 
cycle beginning January
 
1, 2024
and January
 
1, 2023,
 
respectively,
 
and ending
 
on December
 
31, 2026
 
and December
 
31, 2025,
 
respectively.
 
Units granted
 
during 2022
 
are subject
 
to the
 
achievement of
 
the TBVPS
performance goal during a three-year performance cycle beginning
 
January 1, 2022 and ending on December 31, 2024.
(2)
Units vested during 2024, 2023 and
 
2022 are related to performance units granted
 
in 2021, 2020 and 2019, 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 during
 
the years ended
 
December 31, 2024,
 
2023 and 2022,
 
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 December 31, 2024, 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 during 2024 and 2023,
 
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 of
 
the Relative
 
TSR component
 
of the
performance units granted under the Omnibus Plan during the years ended
 
December 31, 2024 and 2023:
Year
 
Ended December 31,
2024
2023
Risk-free interest rate
(1)
4.41
%
3.98
%
Correlation coefficient
73.80
77.16
Expected dividend yield
(2)
-
-
Expected volatility
(3)
34.65
41.37
Expected life (in years)
2.78
2.79
(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
 
years ended
 
December 31,
 
2024, 2023
 
and 2022,
 
the Corporation
 
recognized
 
$
2.5
 
million, $
2.1
 
million and
 
$
1.7
 
million,
respectively,
 
of stock-based
 
compensation expense
 
related to performance
 
units. As of
 
December 31,
 
2024, there
 
was $
3.6
 
million of
total
 
unrecognized
 
compensation
 
cost
 
related
 
to
 
unvested
 
performance
 
units
 
that
 
the
 
Corporation
 
expects
 
to
 
recognize
 
over
 
a
weighted-average period of
1.8
 
years.
Shares withheld
During 2024,
 
the Corporation
 
withheld
138,460
 
shares (2023
 
–
289,623
 
shares; 2022
 
–
205,807
 
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.