Amerant Bancorp Inc

For the period ended May 8, 2024. Filed Mar 29, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2024 · Filed Mar 29, 2024

AMTB$29.60+0.2%Stored close · as of Nov 6, 2026

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Contents

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.

Annual Meeting Information
	DATE AND TIME: May 8, 2024 at 8:00 a.m. EDT		LOCATION: Virtual. Visit www.proxydocs.com/AMTB to register		RECORD DATE: March 14, 2024		PROXY MAIL DATE: On or aboutMarch 29, 2024
How to Vote		BY INTERNET: Visit the website listed on your proxy card		BY PHONE: Call the telephone number on your proxy card		BY MAIL: Sign, date and return your proxy card in the enclosed envelope		AT THE ANNUAL MEETING: Vote electronically at the virtual Annual Meeting

Voting matters

Shareholders will be asked to vote on the following matters:

Item · Board Recommendation
1.	To elect directors to serve until the 2025 annual meeting of shareholders.	FOR
2.	To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers—Say-on-Pay.	FOR
3.	To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.	FOR
4.	To transact such other business as may properly come before the meeting or any adjournments thereof.	—

Board Structure and Governance Highlights

Director Independence	✓ 8 out of 10 director nominees are independent ✓ Lead independent director ✓ Audit, Governance and Compensation Committees comprised of 100% independent directors ✓ Periodic executive sessions of the independent directors
Board and Committee oversight	✓ Board oversight over corporate strategy ✓ Board and board committee oversight of enterprise risk management framework, cybersecurity, human capital management ✓ Board committee oversight of sustainability program, goals and initiatives
Evaluation	✓ Annual board and board committee self-evaluations ✓ Evaluations of individual directors
Diversity	✓ 40% of our director nominees are female. ✓ 40% of our director nominees are racially or ethnically diverse ✓ Our Lead Independent Director and the chairs of two of our committees are female ✓ The search for new directors emphasizes the consideration of candidates with diverse backgrounds, including race, ethnicity, gender, education, skills and experience
Board practices	✓ Directors may not serve on more than 3 other public company boards ✓ Annual Board and Committee evaluations ✓ No mandatory retirement age, but directors that reached 75 years of age, must tender resignation for the Board to accept or reject
Compensation Policies	✓ Stock ownership guidelines for directors and senior executives ✓ Prohibition on hedging of Company Securities ✓ Change in control and equity award agreements require dual-trigger events ✓ Maintain a clawback policy for executive officers
Shareholder rights	✓ Annual director elections ✓ Majority voting for directors in uncontested director elections ✓ Annual say on pay vote ✓ Shareholder outreach with director availability if requested ✓ Shareholder right to call special meetings ✓ Standard proxy access right

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.

Director Nominee · Principal Occupation · Ind.* · Other U.S. Listed Company Boards · Board Committees
AC · CHCC · CGNSC · RC
Gerald P. Plush Age: 65 Director since: 2019	Chairman, President, and Chief Executive Officer of Amerant Bancorp	CH	0
Pamela J. Dana Age: 61 Director since: 2007	Senior Advisor at the Institute for Human & Machine Cognition	LID	0		●	(C)
Miguel A. Capriles L. Age: 60 Director since: 2003	Chairman and Senior Partner of Prime Portugal.	I	0			●	●
Samantha Holroyd Age: 55 Director since: 2022	Independent Advisor to Oil and Gas Industry	I	1			●	●
Erin D. Knight Age: 47 Director since: 2022	President of Monument Capital Management	I	0	●		●
Gustavo Marturet M. Age: 58 Director since: 2015	Owner and CEO of Martuga Corporation	I	0	●	●
John W. Quill Age: 70 Director since: 2019	Consultant to the International Monetary Fund (“IMF”)	I	0	●			(C)
Ashaki Rucker Age: 52 Director since: 2023	Senior Vice President, Human Resources for NBCUniversal Telemundo Enterprises & Latin America	I	0		(C)		●
Oscar Suarez Age: 63 Director since: 2022	Former Partner, Ernst & Young (EY)	I	0	(C)	●
Millar Wilson Age: 71 Director since: 1987	Former Chief Executive Officer, Amerant Bancorp	**	0				●

CH = Chairperson of the Board

LID = Lead Independent

Director I = Independent

AC = Audit Committee

CHCC = Compensation and Human Capital Committee

CGNSC = Corporate Governance, Nominating & Sustainability Committee

RC = Risk Committee

= Member

*	In accordance with the listing standards of the NYSE and the applicable rules of the Securities and Exchange Commission.

**	Mr. Wilson ceased to be an executive officer of the Company in March 2021 and consequently is not independent under the listing standards of the NYSE.

Board Diversity*

Age	Tenure
Gender	Ethnicity

Based on non-employee nominee directors

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