Amerant Bancorp Inc.
For the period ended Apr 21, 2026. Filed Apr 21, 2026.
View on SEC.govAbout 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.
Apr 21, 2026 · Filed Apr 21, 2026
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 2026 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 Tuesday, June 2, 2026 at 8:00 a.m. Eastern Time.
These proxy solicitation materials and our Annual Report to shareholders for the year ended December 31, 2025, 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 April 21, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 2, 2026 — our Annual Report to Shareholders, this proxy statement and the related proxy card are available at www.proxyvote.com. 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: June 2, 2026 at8:00 a.m. EDT | LOCATION: Virtual. Visit www.virtualshareholdermeeting.com/AMTB2026 | RECORD DATE: April 7, 2026 | PROXY MAIL DATE: On or aboutApril 21, 2026 |
| How to Vote | |||
| BY INTERNET: Visit the websitelisted on yourproxy 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 · BoardRecommendation | ||
|---|---|---|
| 1. | To elect directors to serve until the 2027 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, 2026. | FOR |
| 4. | To transact such other business as may properly come before the meeting or any adjournments thereof. | — |
Board Structure and Governance Highlights
| DirectorIndependence | ✓ 10 out of 11 director nominees are independent✓ Independent chair✓ Audit, Governance, Compensation and Risk Committees comprised of 100% independent directors✓ Periodic executive sessions of the independent directors. Such executive sessions are presided by Odilon Almeida, our Chair of the Board |
|---|---|
| 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 |
| Evaluation | ✓ Annual board and board committee self-evaluations✓ Evaluations of individual directors |
| Diversity | ✓ 40% of our non-executive director nominees are female✓ 40% of our non-executive director nominees are racially or ethnically diverse✓ The search for new directors emphasizes the consideration of candidates with diverse backgrounds, as well as relevant qualities or attributes that may contribute to Board heterogeneity |
| Board practices | ✓ Directors may not serve on more than 3 other public company boards✓ 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✓ 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. Within 90 days after certification of the shareholder vote, the CGNSC must recommend to the Board whether to accept the resignation, and the Board must decide and publicly disclose its decision.
| Director Nominee · Principal Occupation · Ind.* · Other U.S.ListedCompanyBoards · Board Committees | |||||||
|---|---|---|---|---|---|---|---|
| AC · CHCC · CGNSC · RC | |||||||
| Odilon AlmeidaAge: 64Director since: 2025 | Managing Principal of AJ Holdings Co | CH | 3 | ● | ● | ||
| Carlos IafigliolaAge: 49Director since: 2025 | Senior Executive Vice-President and Interim Chief Executive Officer of Amerant Bancorp Inc. | NI | 0 | ||||
| Erin D. KnightAge: 49Director since: 2022 | President of Monument Capital Management | I | 0 | ● | ● | ||
| Jack KopniskyAge: 70Director since: 2025 | Senior Partner at Patriot Financial Partners | I | 0 | ● | ● | ||
| Lisa Lutoff-PerloAge: 69Director since: 2025 | Former President & CEO of Celebrity Cruises, Inc. | I | 1 | ● | (C) | ||
| Gustavo Marturet M.Age: 61Director since: 2015 | Owner and CEO of Martuga Corporation | I | 0 | ● | ● | ||
| Patricia MorrisonAge: 66Director since: 2025 | Former EVP, Customer Support Services and Chief Information Officer at Cardinal Health | I | 1 | ● | ● | ||
| John W. QuillAge: 72Director since: 2019 | Consultant to the International Monetary Fund (“IMF”) | I | 0 | ● | (C) | ||
| Ashaki RuckerAge: 54Director since: 2023 | Senior Vice President, Human Resources for NBCUniversal Telemundo Enterprises & Latin America | I | 0 | (C) | ● | ||
| Oscar SuarezAge: 65Director since: 2022 | Former Partner, Ernst & Young (EY) | I | 0 | (C) | ● | ||
| Millar WilsonAge: 73Director since: 1987 | Former Chief Executive Officer, Amerant Bancorp | I | 0 | ● | ● | ||
CH = Chairperson of the Board
I = Independent
NI = Not Independent
(C) = Committee Chair
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 New York Stock Exchange (the “NYSE”) and the applicable rules of the Securities and Exchange (the “SEC”) Commission.
Board Diversity*
| Age | Tenure |
|---|---|
| Gender | Ethnicity |
*Based on non-employee nominee directors
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.