AMTB Amerant Bancorp Inc

Notice of Annual Meeting of Shareholders to be held on May 8, 2024

To the Shareholders of Amerant Bancorp Inc.:

Notice is hereby given that the annual meeting (“Annual Meeting”) of the shareholders of Amerant Bancorp Inc. (“Amerant”, “the “Company,” “we,” “us” or “our”) will be held on May 8, 2024, at 8:00 a.m., Eastern Time in a virtual meeting format only. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit questions. Please visit www.proxydocs.com/AMTB for more details.

There is no physical location for the Annual Meeting and you will not be able to attend the Annual Meeting physically in- person. The Annual Meeting will begin promptly at 8:00 a.m., Eastern Time. Registration to attend the Annual Meeting is required online at www.proxydocs.com/AMTB.

A recording of the Annual Meeting, including any questions asked and answers given, will be available for a period of 12 months following the Annual Meeting at www.proxydocs.com/AMTB. Please refer to the “Questions and Answers about the Proxy Materials and the Annual Meeting” section of this Proxy Statement for more details on how to attend the Annual Meeting.

The Annual Meeting is for the following purposes:

Shareholders of record at the close of business on March 14, 2024, are entitled to notice of and to vote at the Annual Meeting. We are taking advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to shareholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our Notice and Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2023.

It is important that your shares be represented and voted at the meeting. You have the following options for voting your shares:

(i) vote via the internet;

(ii) vote via the telephone;

(iii) complete and return the proxy card sent to you; or

(iv) vote electronically during the virtual meeting.

If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials in the proxy statement.

By Order of the Board of Directors

Gerald P. Plush Chairman and Chief Executive Officer

March 29, 2024

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Table of Contents

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Proxy Statement Summary

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Amerant Bancorp Inc. (“Amerant,” the “Company,” “we,” or “us”) of proxies to be voted at the 2024 annual meeting of shareholders of the Company or any postponement or adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held virtually over the Internet on Wednesday, May 8, 2024 at 8:00 a.m. Eastern Time.

These proxy solicitation materials and our Annual Report to shareholders for the year ended December 31, 2023, including related financial statements, were first made available to our shareholders entitled to notice of and to vote at the Annual Meeting on or about March 29, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 8, 2024 — our Annual Report to Shareholders, this proxy statement and the related proxy card are available at www.proxydocs.com/AMTB. The content on any website referred to in this proxy statement is not incorporated by reference into this proxy statement unless expressly noted.

This proxy statement summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully before voting.

Voting matters

Shareholders will be asked to vote on the following matters:

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Proxy Statement Summary

Board Structure and Governance Highlights

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Proxy Statement Summary

Director nominees

The following table shows information as of the Record Date for each director nominee. Our bylaws require each director nominee to be elected by the majority of the votes cast for the election of directors at a meeting of shareholders. Any nominee who does not receive a majority of votes cast “for” his or her election shall promptly tender his or her resignation following the failure to receive the required vote.

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Proxy Statement Summary

CH = Chairperson of the Board

LID = Lead Independent

Director I = Independent

(C) = Committee Chair

AC = Audit Committee

CHCC = Compensation and Human Capital Committee

CGNSC = Corporate Governance, Nominating & Sustainability Committee

RC = Risk Committee

● = Member

Board Diversity*

Age		Tenure
Gender		Ethnicity

* Based on non-employee nominee directors

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Proposal 1 — Election of Directors

Directors and Nominees

The Board of Director currently consists of eleven members, ten of whom are non-employee directors. John Quelch, who has been a Director since April 2022, will not stand for reelection and as a result Mr. Quelch’s term as director of the Company will end immediately before the Annual Meeting. Upon the expiration of Mr. Quelch’s term immediately before the Annual Meeting, the size of the Board will be contracted from eleven to ten members.

As of the date of this proxy statement, the Board has determined that ten directors is an appropriate size for the Board and, accordingly, the Board has nominated, upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee, the ten persons identified below, who are currently directors, to serve as directors and to hold office until the next annual meeting or until their successors shall be duly elected and qualified.

The names of, and certain information with respect to, the nominees of the Board for election as directors are set forth below. If, for any reason, any nominee should become unable or unwilling to serve as a director, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named in the proxy card may exercise their discretion to vote your shares for the substitute nominee.

The Board has determined that Mmes. Dana, Holroyd, Knight and Rucker and Messrs. Capriles L., Marturet M., Quill, and Suarez, qualify as independent directors in accordance with the applicable independence requirements of the New York Stock Exchange (the “NYSE”). The NYSE independence requirements includes a series of objective tests, including that the director is not an employee or former executive of the Company and has not engaged in various types of business dealings with us. In addition, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

As disclosed in the Related Party Transactions section of this Proxy Statement, Mr. Marturet’s brother-in-law is a salaried employee of ours and his total compensation is in excess of $120,000, however, Mr. Marturet’s brother-in- law is not an executive officer of the Company and, in addition, his compensation was established by us in accordance with our compensation practices, generally, and applicable to employees in similar positions with comparable qualifications, tenure, and responsibilities and without the involvement of Mr. Marturet M., therefore, Mr. Marturet’s independence is not affected by the NYSE Listed Company Manual rules 303A.02(b)(i) and 303A.02(b)(ii).

The Board believes that the director nominees as a whole will provide the diversity of background, experience, expertise and skills necessary for a well-functioning Board and that there are sufficient independent directors to staff the independent committees of the Board and provide independent oversight. The Board values highly the ability of individual directors to contribute to a constructive Board environment and the Board believes that the current director nominees, collectively, perform in such a manner. We have a mix of age and new and longer tenured directors to help ensure fresh perspectives as well as continuity and experience. Set forth below is a more complete description of each director’s background, professional experience, qualifications, and skills.

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Proposal 1 — Election of Directors

The following chart reflects the various skills, experience and self-identified background of the ten director nominees. Each director also contributes other important qualifications, expertise, experience, viewpoints, and personal attributes to the Board that are not reflected in the chart below.

Information About Director Nominees

The Board has nominated the individuals listed below to be elected directors of the Company at the Annual Meeting. Each of the Company’s current directors also serves as a director of the Company’s wholly-owned bank subsidiary, Amerant Bank, N.A. (the “Bank”). In connection with his or her election to the Company’s Board, these nominees will also be elected to the board of the Bank.

The following sets forth self-reported biographical information the Company has obtained from the director nominees, including each director’s age on the date of this Proxy Statement, employment and business experience, current director positions, the year in which the nominee became a director of the Company, and other information. The following also sets forth the director’s particular qualifications, experience, skills or expertise that, when considered in the aggregate, led the Corporate Governance, Nominating and Sustainability Committee to recommend that person as a nominee to serve as a director of the Company.

6 

Proposal 1 — Election of Directors

7 

Proposal 1 — Election of Directors

8 

Proposal 1 — Election of Directors

9 

Proposal 1 — Election of Directors

10 

Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

12 

Proposal 1 — Election of Directors

13 

Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

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Proposal 1 — Election of Directors

For uncontested director elections, our bylaws require each director nominee to be elected by the majority of the votes cast for the election of directors at a meeting of shareholders. Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any nominee who does not receive a majority of votes cast “for” his or her election shall promptly tender his or her resignation following the failure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Corporate Governance, Nominating & Sustainability Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and publicly disclose its decision. In a contested director election, the required vote would be a plurality of votes cast. Full details of this policy are set forth in the Corporate Governance Guidelines available on our website.

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Corporate Governance

Meetings and Attendance

During the fiscal year ended December 31, 2023, the Board held eleven meetings. In addition, the Board held a two-day special session in the third quarter of 2023 to discuss the strategy for the 2024-26 period.

Other than Mr. Marturet M. and Mr. Vollmer (see explanation below), all directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2023 and (ii) the meetings of any committees held during their tenure as members of such committees during 2023. Mr. Marturet M. was excused from the meetings of the Board and Board Committees held between March 1, 2023 and April 5, 2023, due to a medical leave of absence. Due to his medical leave of absence, Mr. Marturet M. attended less than 75% of the meetings held by the Risk Committee during his tenure in that Committee in 2023; 80% of the meetings held by the Compensation and Human Capital Committee in 2023; and 73% of the board meetings held in 2023. Mr. Marturet M. attended 100% of the meetings held by the Audit Committee in 2023 during his tenure in that Committee. Mr. Vollmer, who did not stand for reelection in the annual meeting held in June 2023, was unable to attend one regular meeting and one special meeting of the Board and was also unable to attend two special meetings of the Compensation and Human Capital Committee. Consequently, Mr. Vollmer attended 67% and 71%, respectively, of the meetings of the Board and the Compensation and Human Capital Committee held during his tenure in 2023. Mr. Vollmer attended 100% of the meetings of the Corporate Governance, Nominating and Sustainability Committee held during his tenure in 2023.

The Board’s unwritten policy regarding director attendance at the annual meeting of shareholders is that directors are encouraged to attend. All of the then-incumbent members of the Board participated in the 2023 annual meeting of shareholders.

Executive Sessions

The Company’s independent directors meet separately from the other directors and management in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Company’s Lead Independent Director or the other independent directors. Our Board believes this is an important governance practice that enables the Board to discuss matters without management present. Our Lead Independent Director presides over the executive sessions of the independent directors. Any independent director may call an executive session of independent directors at any time. The independent directors met two times in executive session without management in 2023.

Director Orientation and Continuing Education

Our director education program assists Board members in fulfilling their responsibilities. To facilitate integration into their roles, the Corporate Governance, Nominating and Sustainability Committee working with Management provides an orientation program for new directors. The director orientation program is designed to familiarize new directors with the Company’s history, mission, vision, precepts, strategic plan, business, senior leadership, risk management matters, Corporate Governance Guidelines, Code of Conduct and Ethics, Insider Trading Policy and other key policies and practices. The orientation program is delivered via in-person session(s) through a comprehensive review of background materials and senior management briefings.

Continuing education is provided through presentations from senior management and from third-party subject matter experts on subjects that are relevant to our business and operations. These presentations may occur as part of regular meetings of the board and/or its committees. In 2023, directors were provided with education on subjects including the following: evolving dynamics of banking and industry trends; 2023 proxy season learnings including key trends on governance, compensation, and sustainability; regulatory and supervision impact of crossing the $10 billion in assets threshold; diversity, equity and inclusion; and key laws, regulations, and supervisory requirements applicable to the Company and its subsidiaries.

In addition, we encourage our directors to participate in continuing director education programs offered by third parties including industry forums on business, risk, audit, financial, accounting, legal, and other subjects relevant to the Company’s business to help them stay current on emerging practices and issues and in carrying out their responsibilities. The Company reimburses reasonable costs and expenses incurred by directors for continuing education that is relevant to public companies and to their roles as directors.

Finally, through memberships in the National Association of Corporate Directors and BankDirector, which are paid by the Company, our directors have access and take advantage to on demand learning courses, materials, and other resources.

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Corporate Governance

Board Committees

The standing committees of the Board consist of the Audit Committee, the Compensation and Human Capital Committee (the “Compensation Committee”), the Corporate Governance, Nominating and Sustainability Committee (the “Governance Committee”) and the Risk Committee. The composition of each Board committee as of the date of this proxy statement and the number of meetings held in 2023 by each Committee are set forth below:

Each of the standing committees of the Board has a charter specifying such committee’s duties and responsibilities. Each committee charter is reviewed at least annually. The charters of the committees of the Board are available on our website at https://investor.amerantbank.com/corporate-governance/documents-charters. You may also request copies of our committee charters free of charge by writing to our investor relations team at investorrelations@amerantbank.com or via mail addressed to “Investor Relations” at 220 Alhambra Circle, Coral Gables, Florida 33134.

Key Committee Responsibilities

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all Audit Committee members are independent under the New York Stock Exchange (the “NYSE”) and SEC rules and that each member is “financially literate”. The Board has also determined that Mr. Suarez qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

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Corporate Governance

Key responsibilities:

Compensation and Human Capital Committee

The Board has determined that all Compensation Committee members are independent under the NYSE and SEC rules.

Key responsibilities:

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Corporate Governance

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee and it may also delegate to one or more officers of the Company its authority to approve grants of stock options and other equity-based awards, subject to the terms and conditions of such delegation and applicable plans and law. Except for the delegation to the Company’s Chairman, President and CEO of its authority to grant restricted stock under the 2018 Equity and Incentive Compensation Plan as described below, the Compensation Committee has not delegated any portion of its duties and responsibilities at this time.

On January 17, 2023, the Compensation Committee delegated its authority to grant certain equity compensation awards under the 2018 Equity and Incentive Compensation Plan to Mr. Gerald P. Plush, the Company’s Chairman, President, and CEO. Under this delegation, Mr. Plush is authorized to grant up to a total of 150,000 shares of Class A Common Stock of the Company for the attraction or retention of key talent, provided that he (i) not use the authorization to grant shares for himself, any other NEO or Section 16 Officer, or Director and (ii) provide periodic reports to the Compensation Committee of any grants approved under this delegation.

Compensation Committee Interlocks and Insider Participation

From the month of January 2023 until the end of the month of June 7, 2023, the members of the Compensation Committee were Pamella J. Dana, Samantha Holroyd, Erin D. Knight, Gustavo Marturet M., Oscar Suarez, and Gustavo J. Vollmer A. (who did not stand for reelection at the 2023 annual meeting). From June 7, 2023, until December 31, 2023, the members of the Compensation Committee were Pamella J. Dana, Gustavo Marturet M., Ashaki Rucker, and Oscar Suarez. Dr. Dana was the Chair of the Compensation Committee until November 2023. Effective December 1, 2023, Ms. Rucker became the chair of the Compensation Committee. Except for Mr. Vollmer A., who was Executive Chairman of the Company until July 6, 2018, none of the members of the Compensation Committee in 2023 had any interlocks required to be disclosed under Item 407(e)(4) of Regulation S-K.

Except for Mr. Marturet M., none of the members of the Compensation Committee in 2023 had any relationships requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. Mr. Marturet M.’s brother-in-law is a salaried employee but not an executive officer of the Company and received total compensation of approximately $240,000 in 2023. His compensation was established by us in accordance with our compensation practices, generally, and applicable to employees in similar positions with comparable qualifications, tenure, and responsibilities and without the involvement of Mr. Marturet M.

During 2023, none of our executive officers served as a member of the compensation committee or the board of directors of any other company that has one or more executive officers serving on our Board or our Compensation Committee.

Corporate Governance, Nominating and Sustainability Committee

The Board has determined that all Governance Committee members are independent under the NYSE and SEC rules.

Key responsibilities:

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Corporate Governance

Risk Committee

The Board has determined that all Risk Committee members except for Mr. Wilson are independent under the NYSE and SEC rules.

Key responsibilities:

Board Leadership Structure

The Board’s primary responsibility is to provide effective governance over the Company’s affairs and seeing that our business is managed to meet our goals and objectives and that the long-term interests of our shareholders are served. The Corporate Governance Guidelines adopted by the Board do not establish a fixed policy with respect to the separation of the offices of Chairperson and Chief Executive Officer. The Board believes that it should have flexibility to select the Chairperson and decide on the Board leadership structure, from time to time, in the context of the Company’s specific circumstances at the time the determination is made and based on considerations that it deems to be in the best interests of the Company and its shareholders. The Bylaws of the Company and the Corporate Governance Guidelines provide that in the event the positions of Chairperson and Chief Executive Officer are held by the same person, the Board of Directors must appoint a Lead Independent Director from among its non-executive members.

Effective immediately after the annual meeting held in June 2022, following the recommendation of the Governance Committee, the Board resolved to appoint Gerald P. Plush, who also serves as the Company’s President and Chief Executive Officer, as Chairman of the Board. In connection with the appointment of Mr. Plush as Chairman of the Board, the Board also resolved to appoint Pamella J. Dana, Ph.D as Lead Independent Director of the Board, also effective immediately after the 2022 Annual Meeting. After the annual meeting held in June 2023, following the recommendation of the Governance Committee, the Board resolved to reappoint Mr. Plush and Dr. Dana as Chairman of the Board and Lead Independent Director, respectively. The Board evaluates its leadership structure annually to make changes as it deems appropriate.

The Board considers that Mr. Plush’s knowledge of the Company, its strategy and goals, his deep knowledge and understanding of the financial services industry and the challenges it is facing, coupled with his experience as President and Chief Executive Officer and his demonstrated leadership capabilities, benefits the Company, its employees, and shareholders. The Board believes that leadership by our Chairman, President and Chief Executive Officer, combined with oversight from our Lead Independent Director, and our strong, well-qualified directors (all of whom are independent, except for Mr. Plush and Mr. Wilson), Board Committee members and Board Committee Chairs provide an effective and

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Corporate Governance

independent oversight of the Company and allow the Company to implement and execute its business plan and key strategic initiatives at this time while meeting the challenges facing the industry and expectations of our shareholders.

Lead Independent Director

In 2022, the Board appointed Pamella J. Dana, Ph.D as Lead Independent Director of the Board, a position with robust responsibilities. Dr. Dana brings extensive leadership, policymaking and public affairs experience, and her long-term tenure as an independent director of the Company provides her with significant knowledge of the issues facing the Company and will ensure that those issues be considered by the Board.

The primary responsibilities of the Lead Independent Director include the following:

In addition to the Chairman, President and Chief Executive Officer and the Lead Independent Director, the Board leadership and oversight framework is complemented by talented and experienced independent directors and the standing committees of the Board. The Company believes that the current Board leadership structure, policies, and practices, when combined with the Company’s other governance policies and procedures, is appropriate and serves the best interest of our shareholders.

Board and Board Committee Performance Evaluations

Each year, the Governance Committee organizes and oversees an annual evaluation by the Board and its Committees of their performance. Since 2022, the evaluation also includes individual director assessments. The evaluation process is aimed at assessing the performance of the Board and its Committees and its overall effectiveness in fulfilling its responsibilities as well as identifying areas for improvement.

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Corporate Governance

Actions taken in response to the evaluations of our Board and Committees

In response to feedback from these evaluations, our Board and Committees work with management to improve processes and procedures to enhance the Board and Committees effectiveness. In response to feedback from our Board and Committees in 2023, we:

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Corporate Governance

Risk Oversight

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Corporate Governance

Information Security Oversight

Information Security is a significant component of our enterprise risk management framework. We are actively engaged in identifying and managing cybersecurity risks. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical. We have an enterprise-wide Information Security Program, which is designed to protect the confidentiality, integrity and availability of customer non-public information and company data. The Information Security Program was also designed to protect our operations and assets through a continuous and comprehensive cybersecurity detection, protection and prevention program. For additional information on our Information Security Program, see Item 1C. Cybersecurity in our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 7, 2024 with the SEC.

Sustainability

Amerant has a long and proud history of community involvement and engagement. We launched our environmental, social, and governance (“ESG”) program in 2021 and formalized our ESG framework to identify opportunities that can make a positive impact on sustainability, in the short term and over the long term. In 2022, we established a sustainability unit and appointed a Head of Sustainability and continued advancing our program and created “Impact”, the brand identity of our ESG program that aims to tell a story of what Amerant means to do and accomplish as a community bank. We want to create social and environmental value for our people, communities, and customers. With our “Impact” program, we have a framework to identify opportunities that can make a positive impact in everything that we do through our operations, products, and services. In 2023, we evolved from an “ESG” program to a “Sustainability” program to reflect the scope of our ultimate goal, and in accordance with industry trends.

Our Board of Directors and senior executive team have the overall responsibility over our program and employees at all levels of the organization contribute to goal achievement. Below is a closer look at the governance structure of our program:

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Corporate Governance

We have established seven goals with specific metrics and targets for us to be able to monitor our performance. The pillars and goals of our program include:

For more details on our Impact Program, including progress on our goals, metrics and targets and how each are measured, please visit the Sustainability section of our Investor Relations site at www.investor.amerantbank.com and read our annual Impact reports.

Nomination Process

The Governance Committee is responsible for identifying and recommending to the Board potential directors who possess the qualifications and diversity necessary to be valued members of the Board to assist it in successfully performing its role in corporate oversight and governance.

If the Governance Committee determines that adding a new director is advisable or if a vacancy on the Board arises, the Governance Committee initiates the search, working with other directors, management and, if it deems it appropriate or necessary, a search firm retained to assist in the search.

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Corporate Governance

Additionally, the Governance Committee will consider persons nominated by shareholders in compliance with applicable law and our Bylaws and recommend to the full Board whether such nominee should be included with the Board’s nominees for election by shareholders. Our Bylaws contain provisions that address the process (including the required information and deadlines) by which a shareholder of our Class A Voting Common Stock may nominate an individual for consideration by the Governance Committee to stand for election at an annual meeting of shareholders. Specifically, our Bylaws provide that, a shareholder may nominate a director nominee, if such shareholder is a shareholder of record at the time notice of the director nomination is provided to the Board, is a shareholder of record of our Class A Voting Common Stock at the time of the annual meeting and is entitled to vote on the election of directors at the annual meeting (a shareholder that meets these provisions and is nominating a director nominee, a “Nominating Shareholder”). Nominating Shareholders should submit the candidate’s name and the other information required by our Bylaws and applicable regulations to our Corporate Secretary and follow the procedures stated in our Bylaws.

Information regarding potential candidates is presented to the Governance Committee, which then evaluates the candidates based on the needs of the Board at that time and the Company’s qualification and diversity principles. The Governance Committee considers all appropriate candidates proposed by management, directors and shareholders, and each of them is evaluated according to the same criteria, regardless of whether the candidate is recommended by the Governance Committee, a shareholder, another director, management or another third party. The Governance Committee would then meet to consider the recommended candidate(s) and submits the approved candidate(s) to the full Board for approval and recommendation to the shareholders.

Our Bylaws provide certain requirements as to the form and content of a Nominating Shareholder’s notice. These provisions may preclude shareholders from making nominations for directors at an annual meeting of shareholders. A Nominating Shareholder’s notice must be received by the Company’s Corporate Secretary at 220 Alhambra Circle, Coral Gables, Florida 33134 not less than 90 calendar days nor more than 120 calendar days prior to the first anniversary of the date on which the Company held the preceding year’s annual meeting of shareholders. For purposes of the annual meeting of shareholders to be held in 2025, the Nominating Shareholder’s notice must be received no later than February 7, 2025 and no earlier than January 8, 2025. If the date of the next annual meeting of shareholders is scheduled for a date more than 30 calendar days prior to or more than 30 calendar days after the anniversary of the preceding year’s annual meeting, however, notice by the Nominating Shareholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. April 8, 2025 is thirty calendar days prior to the anniversary of the Annual Meeting and June 7, 2025 is 30 calendar days after the anniversary of the Annual Meeting. In no event will a recess or adjournment of an annual meeting (or any announcement of any such recess or adjournment) commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

Director Qualifications and Diversity

The Governance Committee monitors existing directors’ qualifications and periodically examines the composition and size of the Board. This assessment includes, among other relevant factors, in the context of the perceived needs of the Board at that time, issues of experience, reputation, judgment, diversity and skills.

Accordingly, the Governance Committee considers not only an individual director’s or possible nominee’s qualities, performance, and professional responsibilities, but also the then-current composition of the Board and the challenges and needs of the Board to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its shareholders.

In general, and in giving due consideration to the composition of the Board at that time, the factors considered of individual directors, including those of any nominees of shareholders, include judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the individual director’s or possible nominee’s experience with the experience of the Board and the extent to which the individual director or possible nominee would be a desirable addition to the Board and its committees. As part of search processes completed in 2022 and 2023, which culminated in several new appointments, it was deemed important by our board that new members to our board live within the markets that we serve. As such, all directors appointed in 2022 and 2023 live within the footprint where the Company operates in South Florida and Houston, Texas. In addition, consistent with our ESG program goals, the search processes also placed emphasis on gender and racial/ethnic diversity and the Company expects that these will continue to be areas of focus when searching for future director candidates as it expects female representation and racial/ethnic representation of non-employee directors on the Board to reach 50% and 50% in 2025, respectively.

The director nomination process is also designed to ensure that the Board considers members with diverse backgrounds, including race, ethnicity, gender, education, skills and experience, with a focus on appropriate financial and other expertise relevant to the Company’s business, and also considers issues of judgment, conflicts of interest, integrity, ethics and commitment to the goal of maximizing shareholder value. The goal of this process is to assemble a group of directors with deep, varied experience, sound judgment and commitment to the Company’s success.

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Corporate Governance

Shareholder Engagement

The Board recognizes the value of developing and maintaining solid relationships with the Company’s shareholders and other stakeholders to understand their viewpoints on relevant issues such as risk management, corporate governance and sustainability. The Company engages with its shareholders on a regular basis, not limited to the proxy season.

Our senior management, including our Chairman, President and CEO, our Chief Financial Officer and our Head of Investor Relations and Sustainability, routinely participates in investor and industry conferences throughout the year to share information on our corporate strategy, financial performance, long-term objectives, liquidity and capital management, corporate governance and sustainability related matters. Feedback and perspectives received in these events are reported by senior management to the Board.

In 2023, senior management met with approximately 50 current and potential institutional shareholders. The current institutional shareholders management met with represented over 20% of the Company’s ownership as of December 31, 2023. In addition, senior management also holds regular discussions with investment bankers, analysts, proxy advisory firms, rating agencies, and consultants on issues of importance to our stakeholders.

In our engagements with investors in 2023, we did not receive any feedback on our executive compensation program and practices, and at the 2023 annual meeting of shareholders, shareholders approved the compensation of our NEOs on an advisory basis, with approximately 84% of the votes cast “For” such approval.

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Corporate Governance

In addition, as provided in our Corporate Governance Guidelines, in response to shareholders’ vote, the Board shall perform an assessment in instances where 25% or more of the shareholders vote against a management-sponsored proposal or vote for a shareholder proposal. The assessment shall closely examine the concerns of shareholders and, where appropriate, respond to those concerns. Since we became a public company, none of management’s sponsored proposals have received a vote against of 25% or more and we have never received a shareholder proposal for consideration in our previous annual meetings.

Shareholder Communications with Directors

The Board continues to welcome the feedback of shareholders on issues relevant to our investors. To contact the Board or any member or committee chair, please send your correspondence to corporatesecretary@amerantbank.com or:

Amerant Bancorp Inc.

Attention: Board of Directors or Board Member

c/o Corporate Secretary

Amerant Bancorp Inc.

220 Alhambra Circle

Coral Gables, Florida 33134

Each correspondence should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. All communications will be compiled by the Corporate Secretary of the Company and submitted to the Board or each applicable director at the next regular meeting of the Board. The Corporate Secretary will not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Code of Ethics

We have adopted a Code of Conduct and Ethics that applies to our directors and employees, including our principal executive officer, principal financial officer, and principal accounting officer and persons performing similar functions.

Our Board reviews the Code of Conduct and Ethics on an annual basis. Directors, executive officers and other team members conduct periodic learning courses on the implementation of the Code of Conduct and Ethics and certify their completion on an annual basis.

The Code of Conduct and Ethics is available on our website at https://investor.amerantbank.com/corporate-governance/documents-charters. We will post any amendments to or waivers of our Code of Conduct and Ethics at the same location on our website.

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Report of the Audit Committee

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements and reporting process; the qualifications, independence, and performance of the independent registered public accounting firm; and the performance of the internal audit function.

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and internal controls over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. Members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. Accordingly, as described above, the Audit Committee provides oversight of the responsibilities of management and the independent registered public accounting firm.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2023 with management and with RSM US LLP (“RSM”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. The Audit Committee has also discussed with RSM those matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission, including the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees.

In addition, the Audit Committee has received the written disclosures and the letter from RSM required by the PCAOB’s Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and the Audit Committee has discussed RSM’s independence with RSM.

Based on the reviews and discussions described in this Report, and subject to the limitations of the role and responsibilities of the Audit Committee referred to above and as provided in its written charter, the Audit Committee recommended that the Board approve the inclusion of the Company’s audited financial statements in Amerant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed on March 7, 2024 with the Securities and Exchange Commission.

Audit Committee

Oscar Suarez, Chair

Erin D. Knight

Gustavo Marturet M.

John Quelch

John W. Quill

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Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to the beneficial ownership of our Class A Voting Common Stock and Class A Non-Voting Common Stock as of March 14, 2024 (unless otherwise indicated), for:

As of the date set forth above, we had 29,944,520 shares of Class A Voting Common Stock outstanding and 3,766,692 shares of Class A Non-Voting Common Stock outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise noted in the footnotes below, each holder identified below has sole voting and investment power with respect to such securities. Unless otherwise provided, the address of each holder listed is c/o Amerant Bancorp Inc., 220 Alhambra Circle, Coral Gables, Florida 33134.

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Security Ownership of Certain Beneficial Owners

32 

Certain Relationships and Related Party Transactions

Since January 1, 2023, we have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transaction described below.

Related Party Employee

The brother-in-law of Gustavo Marturet M., one of our directors, is a salaried employee of ours and received total compensation of approximately $240,000 in 2023. His compensation was established by us in accordance with our compensation practices, generally, and applicable to employees in similar positions with comparable qualifications, tenure and responsibilities and without the involvement of Mr. Marturet M. This employee is not an executive officer of the Company.

Policies and Procedures Regarding Related Party Transactions

Transactions by the Company or its subsidiaries with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Regulation W. Under applicable SEC and the NYSE rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Our related parties include directors (including nominees for election as directors), executive officers, 5% shareholders and the immediate family members of these persons.

Various Company directors, officers, and their affiliates, including corporations and firms of which they are directors or officers or in which they and/or their families have an ownership interest, are customers of the Bank and its subsidiaries. From time to time, these persons and entities may enter into transactions in the ordinary course of business with the Bank, including borrowings, all of which are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company or the Bank and do not involve more than the normal risk of collectability or present other unfavorable features. Such transactions are subject to review and approval as provided in our Audit Committee Charter and our Related Party Transaction Policy.

Federal Reserve Regulation O requires loans and other “extensions of credit” made to executive officers, directors and their related interests and to persons beneficially owning with their family 10% or more of the voting securities of a bank or its bank holding company to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures, that are no less stringent than those prevailing at the time for comparable transactions by the Bank with other persons. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. The Board would review any loan to a director or his or her related interests that has become criticized in order to determine the impact that such classification has on the director’s independence. In addition, the Audit Committee Charter provides that the Audit Committee will review and approve all related-party transactions.

We have adopted a Related Party Transaction Policy governing the review and approval of transactions with related parties, including those transactions that are expected to exceed $120,000 in any fiscal year. The policy calls for the related party transactions to be reviewed and, if deemed appropriate, approved or ratified by our Audit Committee. Upon determination that a transaction requires review under the policy, the material facts are required to be presented to the Audit Committee. In determining whether or not to approve a related party transaction, our Audit Committee will take into account, among other relevant factors, whether the related party transaction is in conformity with our Code of Conduct and Ethics and is in our best interest, whether the transaction would be in the ordinary course of our business; and whether the related party transaction is entered into on terms no less favorable to the Company than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. In the event that we become aware of a related party transaction that was not approved under the policy, our Audit Committee will review such transaction as promptly as reasonably practical and will take such course of action as may be deemed appropriate under the circumstances. In the event a member of our Audit Committee is not disinterested with respect to the related party transaction under review, that member may not participate in the review, approval or ratification of that related party transaction.

Certain transactions are not subject to the related party transaction approval policy, including: (1) decisions on compensation or benefits relating to directors or executive officers or reimbursements for business travel and expenses,

(2) credit extensions by us in the ordinary course of business, on substantially the same terms, including interest rate

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Certain Relationships and Related Party Transactions

and collateral, as those prevailing at the time for comparable loans with persons not related to us and not presenting more than the normal risk of collectability or other unfavorable features, and approved by the Board or an authorized Board or management committee in accordance with our policies or procedures or applicable law, and (3) other financial services, including brokerage services, banking services or services as a bank depositary of funds, transfer agent, registrar, trust or similar services provided by the Company provided that the services are on substantially the same terms as those prevailing at the time for comparable services provided to persons that are not related parties.

All related party transactions, including the one described above, have been made consistent with our policy and applicable law, including Federal Reserve Regulation W, when applicable.

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, components, and additional aspects of our 2023 executive compensation program and is intended to be read in conjunction with the tables that immediately follow this section, which provide further information on executive compensation. Unless the context requires otherwise, for purposes of this section, references to “the Company” refer to Amerant Bancorp Inc. and its subsidiaries, including Amerant Bank, N.A. Our “named executive officers” or “NEOs” for the year ended December 31, 2023, were as follows:

2023 Executive Transitions

In 2023, Amerant successfully built out its executive leadership team, which included the appointments listed below. Amerant remains focused on attracting the right people to complement our existing team to achieve our strategic objectives.

2023 Financial and Strategic Highlights

Amerant continued its strong performance and growth in 2023. Amerant was able to achieve these accomplishments, despite the current interest rate environment and continued economic uncertainty. Amerant achieved the following key financial and operational results during 2023:

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Executive Compensation

Highlights of Our Executive Compensation Practices

The Compensation Committee has structured our executive compensation program to ensure that our NEOs are compensated in a manner consistent with shareholder interests, competitive pay practices and applicable requirements of regulatory bodies. The following are important features of the design and operation of our executive compensation program:

Components of Pay

The components of our 2023 executive compensation program consist primarily of elements that are generally available to our employees, including base salary, annual incentive cash compensation, equity awards, and broad-based benefits.

Target Pay Mix

The target pay mix supports the core principles of our executive compensation philosophy and objectives of compensating for performance and aligning executive officers’ interests with those of shareholders, by emphasizing both annual and long-term incentives. The Compensation Committee allocated compensation among (i) base salary, (ii) annual cash incentive, and (iii) long-term annual equity incentive. The graphics below illustrate the allocation of annual target total direct compensation payable to the CEO and the average of the other NEOs for 2023.

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Executive Compensation

The percentages of target total direct compensation as calculated above are based on the annualized 2023 base salary, the 2023 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual equity grants.

Governance of Our Pay Program

The Compensation Committee regularly reviews best practices in executive compensation and uses the following guidelines to design our compensation programs:

2023 Say-on-Pay Vote

At the 2023 annual meeting of shareholders, our shareholders approved the compensation of our NEOs on an advisory basis, with approximately 84% of the votes cast “For” such approval. The Compensation Committee interpreted shareholder approval of the executive compensation program at such a level as indicating that a substantial majority of shareholders view our executive compensation program, plan design and governance as being well aligned with our shareholders, their investor experience and business outcomes.

Our Executive Compensation Philosophy and Objectives

The Company’s compensation philosophy is the foundation of our overall compensation program and is primarily focused on providing a competitive, total rewards program in alignment with our business objectives, human capital strategy and the interests of our shareholders. We are committed to delivering a compensation program with the fundamental principles of fairness, transparency, efficiency, and compliance with laws and regulations. Based on specific job positions and market conditions, our total rewards program combines fixed and variable compensation: base salary, annual cash incentive, equity-based long-term incentive, and a broad range of benefits. This compensation approach plays a significant role in our ability to attract, retain and motivate the quality of talent necessary to achieve our strategic business goals and drive sustained performance. Our compensation model engages our team members to

37 

Executive Compensation

contribute towards the achievement of our Company objectives, while differentiating pay on performance based on individual contributions. Our commitment to maintaining transparent compensation principles and a diverse and inclusive culture for our teams has a direct impact on engagement, drive and performance.

The Company proactively reviews the results of the compensation programs and their link to the Company’s performance as part of a robust governance process led by the Compensation Committee. Policies and procedures are designed to prevent or mitigate excessive risk-taking, align pay and performance, and ensure proper governance practices. Our programs are flexible, allowing us to respond to changing dynamics in the banking industry, organizational direction, and shareholder interests.

Determination of Named Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee, which is composed entirely of independent directors, administers the Company’s compensation policies and programs for the CEO and the other NEOs. The Compensation Committee annually reviews and approves Company goals and objectives relevant to the compensation of the CEO and the other NEOs. The Compensation Committee evaluates the performance of the CEO and the other NEOs considering those Company goals and objectives. The Compensation Committee then approves the calculation of the CEO’s and the other NEOs’ incentive compensation based on applicable performance metrics. The Compensation Committee determines and approves compensation levels for the CEO and the other NEOs based on those evaluations and any other factors as it deems appropriate, including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role, and internal pay equity. The Compensation Committee reviews and approves, as applicable, (i) base salary, (ii) annual cash incentive compensation, (iii) long-term incentive compensation, generally in the form of equity or equity-linked compensation, and (iv) any other compensation, perquisites, and annual or supplemental benefits for the CEO and the other NEOs.

Role of Management

Management, including the CEO and the Chief People Officer, assists the Compensation Committee in recommending agenda items for its meetings and by gathering and producing information for these meetings. The CEO and other executive officers may participate in Compensation Committee meetings to provide background information and other requested items but are not present during the voting or discussions of their own compensation. The CEO provides recommendations to the Compensation Committee for the other NEOs regarding compensation, performance goals, performance reviews, and other employment-related matters, such as hiring, promotions, or severance payments. The Compensation Committee considers the CEO’s recommendations but retains authority to approve or recommend to the Board of Directors compensation decisions to be approved.

Role of the Independent Compensation Consultant

The Compensation Committee has directly engaged Aon’s Human Capital Solutions practice, a division of Aon plc (otherwise known as McLagan) (“McLagan”) as its external compensation consultant. McLagan reports to, and receives its direction from, the Compensation Committee, and a representative of McLagan regularly attends Compensation Committee meetings as its independent advisor. McLagan helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market and provides advice and information on other executive compensation matters.

In reviewing McLagan’s performance and considering its continued engagement, the Compensation Committee evaluated McLagan’s independence and any conflicts of interest in accordance with applicable SEC rules and the NYSE listing requirements. The Compensation Committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The Compensation Committee considered McLagan’s provision of other services to the Company, the fees paid by the Company to McLagan as a percentage of McLagan’s total revenue, McLagan’s policies and procedures to prevent conflicts of interest, and the confirmation by McLagan that it and its representatives have no business or personal relationship with any member of the Compensation Committee, do not own any stock of the Company, and have no business or personal relationship with any executive officer of the Company. The Compensation Committee concluded that McLagan is independent of the Compensation Committee and of Company management and has no conflicts of interest in its performance of services to the Compensation Committee.

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Executive Compensation

Peer Group

The Compensation Committee believes that obtaining relevant market and benchmark data is very important to making determinations about executive officer compensation. Such information provides a reference point for making decisions.

The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee also considers the practices of our competitors and the broader industry for recruiting and retaining talent.

The Compensation Committee, with the assistance of its independent consultant, developed a peer group in 2022 for use in establishing 2023 compensation. The peer group was defined using the following criteria:

The 2023 compensation peer group consisted of the following companies:

Except for the removal of Home Bancshares, the 2023 compensation peer group is identical to the 2022 compensation peer group. Home Bancshares was removed from the 2023 compensation peer group because in April 2022 it completed the acquisition of another financial institution and, after the acquisition, its total assets exceed $20 billion and, consequently, it exceeded the upper limit of the total asset criteria of our compensation peer group.

Elements of 2023 Compensation

Base Salaries

The base salaries of our NEOs are set annually by the Compensation Committee as part of the Company’s performance review process as well as upon the promotion of an executive officer to a new position or other change in job title or responsibility. In establishing base salaries for our NEOs, the Compensation Committee has relied on external market data and peer data obtained from outside sources, including its independent consultant. In addition to considering the information obtained from such sources, the Compensation Committee has considered:

39 

Executive Compensation

The Compensation Committee approved salary increases in 2023 for Mr. Iafigliola, Mr. Capriles, and Mr. Levine to align with the market and consideration of the factors listed above. The Compensation Committee approved base salaries for Ms. Calderón and Mr. Esterripa in connection with their appointments to the Company during 2023 as CFO and Head of Commercial Banking, respectively. The Compensation Committee established the initial base salaries for Ms. Calderón and Mr. Esterripa through arm’s length negotiations at the time they were appointed, considering the market and the factors listed above.

2023 Annual Cash Incentive

Our NEOs are eligible to earn annual cash incentive awards under our Annual Variable Compensation Program based on the level of achievement of performance goals for each applicable performance cycle. In addition to meeting the performance goals for the plan, NEOs must also be employed and in good standing at the time of payment to receive an incentive payout under the plan.

Our Annual Variable Compensation Program is a short-term, non-equity incentive plan that is intended to motivate and reward the NEOs’ performance and contributions to our success and focus each NEO’s attention on specific goals. The plan provides an annual cash incentive based on the achievement of Company performance metrics and the execution of key initiatives defined for each NEO. Under the Annual Variable Compensation Program, the amount of each named executive officer’s potential bonus payout that can be earned at threshold, target and maximum levels is determined as a percentage of the NEO’s base salary, but those levels can be adjusted in the judgment of the Compensation Committee.

Target Opportunities

The target annual cash incentive opportunity under the Annual Variable Compensation Program for 2023 for our NEOs, expressed as a percentage of their base salary and as a dollar amount, is detailed in the following table. In consultation with McLagan and based on market data and their individual performance, the Compensation Committee increased the target opportunities for Messrs. Iafigliola and Capriles from 50% to 60% and from 60% to 75% for Mr. Levine. The target opportunity for Mr. Plush remained unchanged for 2023.

Company Performance Metrics

As soon as possible at the beginning of each fiscal year, the Compensation Committee sets the Company performance metrics that will be used to determine the bonus payment to be awarded to each NEO. The Company performance metrics, which represent 60% of the target annual incentive opportunity for each NEO, for 2023 included: Core PPNR, growth in average total core deposits, core non-interest income over total revenues, core efficiency ratio, and non-performing loans over total loans.

40 

Executive Compensation

A specific percentage weight was allocated to each of these performance metrics as set forth in the table below. The Compensation Committee also established a threshold, target, and maximum performance level for each performance metric. If performance falls below the threshold level for any performance metric, no payment is earned; however, payment is earned for the other performance metrics that are achieved at least equal to the threshold level. Maximum represents the maximum level of performance at which a payment is earned on each performance metric. If the performance achieved for any Company performance metric is above the maximum level, no additional incentive above the maximum incentive for such performance metric is earned. Actual performance between threshold, target and maximum performance levels is interpolated to determine the amount of payment based on relative achievement of the performance metrics.

The Compensation Committee established the 2023 Company performance goals based on the expectation that 2023 performance would increase compared to 2022 performance except for those metrics that would likely be impacted by the historic increases in interest rates and the uncertain economic environment. In the case of Core PPNR, the threshold for 2023 was set above the 2022 maximum level to account for the expected increase in this metric when compared to 2022 primarily from projected higher net interest income. The threshold, target and maximum performance levels for the Growth in Average Total Core Deposits were set at levels slightly lower than 2022 because in 2023 certain types of professional funding that fell in the category of core deposits would be deemphasized in favor of emphasizing the development of full banking relationships with our consumer and commercial banking customers aligning the focus of our executive team on a key goal of our long-term growth strategy. Finally, the threshold, target and maximum performance levels for the Core Non-Interest Income over Total Revenues were set at lower levels than 2022 to account for the expected impact of the historic increases in interest rate in the mortgage business. The threshold, target and maximum performance levels for each selected Company performance metric (60% of total) and the actual result for each Company performance metric in 2023, which led to an overall payout at 66% of target, were as follows:

Performance on Key Individual Initiatives

The Compensation Committee also considers the individual evaluations performed for each NEO in relation to the execution of strategic objectives and key initiatives, which for the 2023 awards, represent 40% of the annual cash incentive target opportunity. NEOs are eligible to receive anywhere between 0% - 150% of target for this portion of the award. For the performance of key individual initiatives, the Compensation Committee determined that Messrs. Plush and Iafigliola earned at 150%, Messrs. Levine and Esterripa and Ms. Calderón earned at 137.5%, and Mr. Capriles earned 112.5% of their individual targets based on the performance assessments described below.

41 

Executive Compensation

Payout Determination

The Compensation Committee verifies achievement relative to the target for the Company performance metrics and the individual performance metrics to determine the respective performance levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 2023 annual cash incentive plan payout for each NEO. The total payout under our Annual Variable Compensation Program for each NEO for 2023 is reflected in the table below.

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Executive Compensation

Long-Term Incentives Program

The third and largest component of the executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders. In 2021, the Compensation Committee added PSUs to the long-term equity incentive mix and since then it grants the Company’s NEOs a mix of RSUs and PSUs. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our shareholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making them shareholders with a personal stake in the value they are intended to create.

2023 Long-Term Incentives

For 2023, the Compensation Committee determined that the award vehicle mix should be 50% time-based RSUs and 50% PSUs based on the closing price of our common stock on the date of grant at an aggregate dollar value equal to a percentage of the NEO’s annual base salary at the time of grant. In consultation with McLagan and based on market data and his individual performance, the Compensation Committee increased the 2023 target long-term incentive opportunity for Mr. Plush from 111% to 120%. The time-based RSUs ratably vest over a three-year period from the date of grant. As discussed further below, the PSUs use relative Total Shareholder Return, or TSR, as a metric for a three-year performance period, beginning January 1, 2023 and ending December 31, 2025.

In 2023, our NEOs were awarded the following equity grants:

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Executive Compensation

The 2023 PSUs may be earned and vest upon the achievement of the Company’s TSR during a performance period from January 1, 2023, through December 31, 2025, relative to the companies in our compensation peer group. As detailed in the chart below, the actual number of PSUs earned will be based on the percentile rank of Amerant’s TSR relative to the TSRs of the companies in the peer group.

Interpolation is used to determine payout level in between performance levels. If the Company’s absolute TSR for the performance period is a negative number (without regard to the TSR of the peer group), then irrespective of the Company’s relative TSR to the peer group, the number of PSUs earned and shares issued will be capped at the Target performance level.

The Compensation Committee views the inclusion of a metric that includes TSR as critical because it ties executive officer compensation with the creation of shareholder value and aligns the interests of executive officers with those of Amerant and its shareholders. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles.

All equity awards are also subject to each NEO remaining in the continuous service of the Company through the vesting date.

2021-2023 PSUs Payouts

The PSUs granted in 2021 had a three-year performance period that ended on December 31, 2023. In January 2024, the Compensation Committee certified the performance of these PSUs based on the Company’s relative TSR percentile ranking against the Company’s peer group. For the performance period, the Company’s TSR was 58.6%, which ranked at the 100th percentile of the peer group, resulting in a payout of 150% of the target number of PSUs granted in 2021.

Payout percentages at various levels of performance for the 2021-2023 PSUs are illustrated in the table below.

The following table lists the number of 2021-2023 PSUs earned by applicable NEOs for this three-year performance period. These PSUs vested in February 2024.

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Executive Compensation

In 2021, Mr. Plush also received a sign-on grant of PSUs and were earned based on the same relative TSR performance goal described above. The maximum number of PSUs that Mr. Plush could earn for the sign-on PSU grant was capped at target. Based on the Company’s relative TSR performance for the performance period, Mr. Plush earned 62,377 PSUs. These PSUs also vested in February 2024.

Sign-On Awards for Ms. Calderón and Mr. Esterripa

As noted above in the “Long-Term Incentives Program” section, in connection with their appointment as executive officers at the Company in 2023, Ms. Calderón and Mr. Esterripa were each granted sign-on awards of RSUs with a grant date value of $100,000 and $400,000, respectively. The sign-on RSUs granted to Ms. Calderón and Mr. Esterripa will vest in equal annual installments over three years. Mr. Esterripa also received a sign-on cash bonus of $400,000 at the time of his appointment and the Company reimbursed Mr. Esterripa’s previous employer for tuition expenses that totaled $84,000. In the event Mr. Esterripa voluntarily terminates his employment with the Company for any reason or is terminated for cause before the third anniversary of his start date, he will be required to repay the Company the $400,000 sign-on cash bonus and the $84,000 in tuition expenses; as follows: (i) if such termination occurs within the first 12 months of his start date, he will be required to repay 100% of the sign-on cash bonus and tuition expenses; (ii) if the termination occurs after 12 months but before 24 months following his start date, he will be required to repay the Company 66.66% of the sign-on cash bonus and 50% of the $84,000 in tuition expenses; and (iii) if the termination occurs after 24 months but before 36 months following his start date, he will be required to repay 33.33% of the sign-on cash bonus. The obligations to reimburse the tuition expense and to reimburse the sign-on cash bonus expire after the second and third anniversary of his start day, respectively.

Prior to becoming CFO of the Company in June 2023, Ms. Calderón received a grant of 2,500 RSUs in February 2023 as part of her regular long-term incentive award due to her position as Senior Vice President and Head of Internal Audit at the Company, which will also vest in equal annual installments over three years.

Broad-Based Benefits and Perquisites

Our NEOs are eligible to participate in the same benefit plans designed for all our full-time employees, including health, dental, vision, life and disability plans. The purpose of our employee benefit plans is to help attract and retain quality employees, including executives, by offering benefit plans similar to those typically offered by our competitors. We also provide limited perquisites for NEOs, including an executive physical, auto allowance and cell phone payments.

Life Insurance Benefits

As of December 31, 2023, the Company had entered into split-dollar life insurance agreements only with Messrs. Iafigliola and Capriles. Under each split-dollar life insurance agreement, the Company has purchased a life insurance policy on the life of each executive, and the executive’s designated beneficiary(ies) will receive a portion of the death benefit under the policy upon the executive’s death. Through December 31, 2023, the death benefit during employment for Messrs. Iafigliola and Capriles was $1,500,000 and $1,000,000, respectively. These split-dollar life insurance agreements were subsequently terminated.

After completing a restructure of our BOLI program, in January 2024, the Company entered into split-dollar life insurance agreements with each of the named executive officers, except Mr. Plush. Since January 2024, the death benefit during employment for Ms. Calderón and Messrs. Capriles, Esterripa, Iafigliola and Levine is $1,250,000. Mr. Plush holds an individual life insurance policy that is paid in full by the Company with a death benefit totaling $2,000,000.

Under the current split-dollar life insurance policy a portion of the death benefit is endorsed to the applicable NEO, and each year the applicable NEO has an imputed income attributable to his portion of the death benefit. Each NEO is then subject to income taxes on this imputed income. The Company pays each NEO that has entered into a split-dollar life insurance agreement the applicable amount for the NEO to offset the income tax related to the imputed income from his portion of the death benefit.

In cases where a split-dollar life insurance agreement has been entered into with an NEO, the life insurance benefits may continue beyond termination of employment if participants have met the retirement requirements of 55 years of age and 15 years of service, or 60 years of age and 10 years of service prior to termination.

401(k) Plan

The Company sponsors the Amerant Bank Retirement Benefits Plan, or the 401(k) Plan, for its employees. Each employee is eligible to make contributions to the 401(k) Plan and receive matching employer contributions after attaining age 18

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Executive Compensation