DEF 14A of Amerant Bancorp Inc., Mar 29, 2024

DEF 14A of Amerant Bancorp Inc.

Filed Mar 29, 2024 · FY20230001193125-24-081822

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Compensation Discussion and Analysis | 35 | | EXECUTIVE COMPENSATION TABLES | 49 | | PAY VERSUS PERFORMANCE | 61 | | DIRECTOR COMPENSATION | 66 | | EQUITY COMPENSATION PLAN INFORMATION | 69 | | PROPOSAL 2 - SAY-ON-PAY | 70 | | PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 71 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 73 | | ADDITIONAL INFORMATION | 78 |

  2. Director nominees

    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.

  3. Director nominees

    | 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 | | | | ● |

  4. Director nominees

    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

  5. Director nominees

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

  6. Director nominees

    | ** 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. |

  7. Director nominees

    Board Diversity*

  8. Director nominees

    | Age | Tenure | | | | | Gender | Ethnicity | | | |

  9. Director nominees

    * Based on non-employee nominee 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. 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.

  10. Director nominees

    | | Plush | Dana | Capriles L. | Holroyd | Knight | Marturet M. | Quill | Rucker | Suarez | Wilson | Total /Average | | Skills & Experience | | | | | | | | | | | | | Audit & Accounting | • | • | • | • | • | • | • | | • | • | 9/10 | | Risk Management & Oversight | • | | • | • | • | • | • | | • | • | 8/10 | | Financial Services & Banking | • | | • | • | • | • | • | • | | • | 8/10 | | Capital Markets | • | | • | • | | | • | | • | • | 6/10 | | Business Development & Marketing | • | • | • | • | • | • | | | • | | 7/10 | | Human Capital Management | • | • | | | • | | | • | | • | 5/10 | | Executive Compensation | • | • | • | | • | • | | • | | • | 7/10 | | Corporate Governance | • | • | • | • | • | • | • | • | • | • | 10/10 | | ESG | • | • | • | • | | | | • | • | | 6/10 | | Technology & Digital Transformation | • | | • | | | | | | • | • | 4/10 | | Cybersecurity | • | | | | | | | | | | 1/10 | | Self-identified Background | | | | | | | | | | | | | Gender | | | | | | | | | | | | | Male | • | | • | | | • | • | | • | • | 60% | | Female | | • | | • | • | | | • | | | 40% | | Demographic background | | | | | | | | | | | | | African American or Black | | | | | | | | • | | | 10% | | Hispanic or Latino | | | • | | | • | | | • | | 30% | | White or Caucasian | • | • | | • | • | | • | | | • | 60% |

  11. Director nominees

    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.

  12. Director nominees

    | Gerald P. Plush, 65 Chairman, President and Chief Executive Officer Director Since: 2019 AMTB Committees: • None Other U.S.-Listed Company Directorships: • Current: None • Former: Santander Consumer USA (NYSE – SC), Webster Bank (NYSE – WBS) | KEY EXPERIENCE AND QUALIFICATIONS • Highly experienced and successful senior executive, with over 36 years of c-suite level leadership experience in the banking and financial services industry, having served in previous prominent business and operations roles in other financial institutions. CAREER HIGHLIGHTS • Serves as the Company’s Chairman, President, and CEO since June 8, 2022, having served previously as Vice-Chairman, President & CEO since July 1st, 2021, and previously as Vice- Chairman & CEO since March 20, 2021 • Partner at Patriot Financial Partners, a private equity firm where he sourced new investment opportunities and represented Patriot on the board of directors of banks, finance and fintech companies (January 2019-February 2021) • CEO of Verdigris Holdings, Inc. (2018) • Chief Administrative Officer (2016-2017) and CFO (2014-2016) of Santander Holdings USA. • President and Chief Operating Officer (2011-2013) and CFO (2006-2013) of Webster Bank OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Managing Director Corporate Development & Acquisitions (2004- 2006), Chief Financial Officer North America (2003-2004) and CFO US Credit Card Business (1999-2003) MBNA America • Member of the Miami-Dade Beacon Council Board • Member of the Orange Bowl Committee EDUCATION AND OTHER CERTIFICATIONS • Bachelor of Science degree in Accounting from St. Joseph’s University in Philadelphia, Pennsylvania • Certified Public Accountant and Certified Management Accountant (inactive) • Holds a Certificate in Cybersecurity Oversight from the National Association of Corporate Directors (NACD) Mr. Plush provides the Board with broad perspective on the Company’s strategies, challenges, and opportunities; Mr. Plush also brings over 36 years of senior executive level leadership experience in the banking industry to the Board and his previous prominent business and operations roles in other financial institutions provide the Company with insightful and relevant information as it continues to build upon its strategy. |

  13. Director nominees

    | Pamella J. Dana, 61 Lead Independent Director Director Since: 2007 AMTB Committees: • Chair of the Corporate Governance, Nominating and Sustainability Committee • Member of the Compensation and Human Capital Committee • Member of the Trust Committee (Amerant Bank, N.A.) Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Successful executive and former senior government official with extensive economic, business, leadership, organizational management, policymaking and public affairs experience. CAREER HIGHLIGHTS • Senior Advisor at the Institute for Human & Machine Cognition, a Florida-based research institute (since 2007) • Vice Chair of board of directors of Triumph Gulf Coast, Inc. (2013-2022) • Executive Director of the Florida Governor’s Office of Tourism, Trade, and Economic Development (1999-2007) and Florida’s Chief Protocol Officer (2002-2007) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Trustee of Florida Chamber of Commerce Foundation (since 2007) • Chair of the Scripps Florida Funding Corporation Board and member of the Audit Committee (2007-2022) • Member of the Florida Sports Foundation Board (2011-2019) • Member of the International Economic Development Council (since 2007) • Trustee of the University of West Florida (2006-2009) • Voting member for Florida on the U.S. Gulf of Mexico Fisheries Management Council (2011-2016) • Assistant and Deputy Secretary of the California Trade and Commerce Agency (1995-1999) EDUCATION AND OTHER CERTIFICATIONS • Ph.D. in International Development and Economics from University of Southern California • Master’s in Administration, Planning and Policy from Harvard University • Bachelor’s degree in Sociology and Social Work from California State University, Chico • Henry R. Luce Scholar (1991), J. William Fullbright Scholar (1994) • Certified Corporate Director by the National Association of Corporate Directors (NACD) Dr. Dana brings over 30 years of successful senior governmental, economic, business, and university leadership, organizational management, policymaking and public affairs experience to the Board. This experience coupled with her tenure on the Board and her independence are of great value to the Board. |

  14. Director nominees

    | Miguel A. Capriles L., 60 Director Since: 2003 AMTB Committees: • Member of the Corporate Governance, Nominating and Sustainability Committee • Member of the Risk Committee Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Large shareholder of the Company with extensive senior level executive experience in media and real estate development in Latin America, Spain and Portugal. CAREER HIGHLIGHTS • Chairman and Senior Partner of Prime Portugal a real estate private equity and asset manager firm in Portugal (since 2022) • Managing Director at Gran Roque Capital a real estate development firm in Spain (2014-2023) • Chairman and President of Cadena Capriles, a newspaper and magazine publisher in Venezuela (1998-2013), where he initiated and led the digital transformation of this traditional media publishing company OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Chairman of Agartha Real Estate a company dedicated to the acquisition, development, and management operation of flexible space office buildings under leading sustainable practices and to providing sustainability and social impact advisory and consulting services in Spain (since 2017) • Member of the Board of Directors of H.L. Boulton, S.A. (since 1999) • Member of the Board of Directors of Abanca Corporacion Bancaria (2014-2016) • Member of the Board of Directors of Mercantil Servicios Financieros (1997-2018) • Former member of the Governing Council of the Instituto de Estudios Superiores de Administracion, IEASA, in Venezuela EDUCATION • Bachelor’s degree in business administration from Universidad Metropolitana, Caracas, Venezuela As a long-time director and large shareholder of the Company, Mr. Capriles brings extensive experience with the Company and a shareholder perspective to the Board. Mr. Capriles’ executive experience and real estate development experience also serves to inform the Board’s general decision-making. |

  15. Director nominees

    | Samantha Holroyd, 55 Director Since: 2022 AMTB Committees: • Member of the Corporate Governance, Nominating and Sustainability Committee • Member of the Risk Committee Other U.S.-Listed Company Directorships: • Current: Chord Energy (NASDAQ – CHRD) • Former: Gulfport Energy Corp (NYSE – GPOR) Crestwood EquityPartners (NYSE– CEQP) | KEY EXPERIENCE AND QUALIFICATIONS • Highly accomplished former executive and current independent advisor for the oil and gas industry with significant risk management experience from her professional experience and corporate governance, M&A, and ESG experience from her service as a director in publicly traded companies. CAREER HIGHLIGHTS • Sole proprietor of Golden Advisory Services a consulting firm she founded that provides advisory services to the oil and gas industry (since 2020) • Managing Director at Lantana Energy Advisors, an advisory firm specializing in energy transactions, which was a division of SunTrust Robinson Humphrey, Inc. (2018-2020) • Managing Director at TPG Sixth Street Partner, a global finance and investment firm (2016-2018) • Technical Director at Denham Capital Management LP, an energy and resources-focused global private equity firm (2011-2016) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Member of the Board of Directors of Chord Energy where she chairs the Environmental, Social and Governance Committee and serves on the Audit Committee • Lead Independent Director at Oasis Petroleum (2020) • Former member of the Board of Directors of Crestwood Equity Partners (2022) • Former Global Reserves Audit Manager and Business Opportunity Manager at Royal Dutch Shell PLC • Former Vice President of EIG Global Energy Partners • Former Vice President of Ryder Scott Company EDUCATION AND OTHER CERTIFICATIONS • Bachelor of Science degree in Petroleum Engineering from the Colorado School of Mines • Holds FINRA Certifications (Series 79 and Series 63) • Certified Corporate Director by the NACD • NACD Certified in ESG Ms. Holroyd brings extensive risk management experience from her professional experience and public board and corporate governance and M&A experience from her service as a director. Her knowledge and grasp of ESG matters as well as her knowledge of the Houston marketplace are valued by our Company and Board. |

  16. Director nominees

    | Erin D. Knight, 47 Director Since: 2022 AMTB Committees: • Member of the Corporate Governance, Nominating and Sustainability Committee • Member of the Audit Committee Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Successful executive with extensive experience serving in leadership roles at regional retail and commercial banks, and a real estate private equity firm, having acquired significant expertise in corporate governance, BSA compliance, portfolio management, and loan and investment evaluation. CAREER HIGHLIGHTS • Serves as President of Monument Capital Management, a real estate management and private equity firm that has acquired over $1 billion in assets across 16 states (since end of 2019) • Investor Relations Officer at Monument Capital Management (2019) • Chief Operating Officer for Alexis, a women’s clothing designer, manufacturer, and distributor (2018) • Executive Vice President, Market President Miami-Dade at Stonegate Bank, now Centennial Bank, (2010-2017) • Senior Vice President, Private Banking Miami, Regions Bank, (2003-2010) • Vice President, Private Banking, SouthTrust Bank, now Wells Fargo (2001-2003) OTHER BOARD SERVICE AND COMMUNITY INVOLVEMENT • Member of the Board of Governors of Citizen Property Insurance Corporation of Florida (since 2021) where she chairs the Investment Committee (since 2022) and the Consumer Services Committee (since 2023) and previously chaired the Audit Committee (2021-2022) • Member of the Board and the Executive Committee of the Baptist Health South Florida Foundation (since 2017) • Member of the Board of Directors of the Miami Foundation for a Greater Miami (since 2020) where she is also a member of the Executive Committee and chairs the Investment Committee (since 2022) EDUCATION AND OTHER CERTIFICATIONS • Bachelor’s degree in political science and business from Florida State University • Holds a National Association of Securities Dealers (NASD) Series 7 license and is a CERTIFIED FINANCIAL PLANNER™ professional Ms. Knight experience in banking, real estate management, business operations and portfolio management as well as her knowledge of the communities we serve in Florida bring valuable insights to our Company and Board. |

  17. Director nominees

    | Gustavo Marturet M., 58 Director Since: 2015 AMTB Committees: • Member of the Compensation and Human Capital Committee • Member of the Audit Committee • Member of the Trust Committee (Amerant Bank, N.A.) Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Successful banking and wealth management executive with significant experience in wealth management, portfolio management, banking and capital and securities markets. CAREER HIGHLIGHTS • Owner and CEO of Martuga Corporation, a general consulting services company (since 2021) • CEO and Co-Portfolio Manager of Unison Asset Management, LLC (a subsidiary of Canepa), an SEC registered equity fund manager which he co-founded (2016-2021) • Portfolio Manager of the Canepa Equity Select Fund, an investment fund (2012—2017) • Head of Private Banking and Asset Management, Amerant Bank, N.A. (2008–2012) • President and CEO of Amerant Investments, Inc. (2002–2010) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Director of Canepa Funds ICAV in Dublin, Ireland (2012–2017) • Member of the Board of Directors of Mercantil Servicios Financieros (1997-2018) EDUCATION AND OTHER CERTIFICATIONS • Master’s degree in international economics from Yale University • Master’s degree in management from Hult University • Bachelor’s degree in economy from Universidad Catolica Andres Bello, Caracas Venezuela • Obtained Series 7, Series 66 and Series 24 NASD licenses (inactive) Mr. Marturet brings extensive wealth management, banking, and U.S. capital markets experience to the Board. |

  18. Director nominees

    | John W. Quill, 70 Director Since: 2019 AMTB Committees: • Chair of the Risk Committee • Member of the Audit Committee Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Former national bank examiner with over 40 years of experience brings valuable regulatory, bank supervision and policy perspective. CAREER HIGHLIGHTS • Consultant to the International Monetary Fund (since 2015) • Senior Financial Sector Expert at the International Monetary Fund (2013-2015) • Deputy Comptroller Office at the Comptroller of the Currency (OCC) (2004-2011) • National Bank Examiner at the OCC (1980-2004) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Chair of the Interagency Council of the United States Treasury’s Troubled Asset Relief Program (2008–2011) • Member of the Board of Directors of Gibraltar Private Bank & Trust (2015-2018) EDUCATION • Bachelor’s degree in finance from the University of South Florida Mr. Quill brings nearly 40 years of experience in financial services, public and private, to the Board and, in particular, his 31 years of experience working with the OCC, the Bank’s primary regulator, allows him to provide the Company with a valuable regulatory and bank supervision perspective. |

  19. Director nominees

    | Ashaki Rucker, 52 Director Since: 2023 AMTB Committees: • Chair of the Compensation and Human Capital Committee • Member of the Risk Committee Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Accomplished senior level executive brings significant expertise in human capital strategy, leadership development, culture, and human capital issues. CAREER HIGHLIGHTS • Senior Vice-President, Human Resources at NBCUniversal Telemundo (since 2019) • Vice-President, Human Resources for NBCUniversal Global Distribution and International (2017-2019) • Vice-President, Human Resources Supply Chain Management and Shared Services at Arvato Bertelsmann, North America (2015-2017) • Director, Human Resources Supply Chain Management at Arvato Bertelsmann, North America (2014-2015) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Held various senior Human Resources leadership positions at UBS, Deutsche Bank, PricewaterhouseCoopers, Warner Media and The Walt Disney Company (1999–2013) • Member of the Board of Directors of Rebuilding Together Miami • Member of the Advisory Board of the University of Miami Herbert Business School Executive Education Program EDUCATION • Master of Arts in organizational psychology from Columbia University’s Teacher’s College • Bachelor of Arts degree from the University of Albany Ms. Rucker has significant human capital management experience from a variety of well- known public companies and major organizations, and brings significant expertise in human capital strategy, leadership development, culture, and human capital issues at the C-suite executive level to the Company and the Board. |

  20. Director nominees

    | Oscar Suarez, 63 Director Since: 2022 AMTB Committees: • Chair of the Audit Committee • Member the Compensation and Human Capital Committee Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Highly qualified financial expert brings extensive expertise on public accounting spanning a wide array of industries and sectors. CAREER HIGHLIGHTS • Former Partner at Ernst & Young (2004-2021) - Cruise and Theme Park Sub-Sector Leader (2019-2021) - US Central Region Leadership Team (2018-2020) - Florida and Puerto Rico Market Leader (2008-2018) - Miami Office Managing Partner (2006-2011) • Former Partner at KPMG (1989-2004) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Held various positions at Arthur Andersen, including International Tax Manager (1981-1988) • Member of the Board of Directors of Industrial Rail Services (since 2021) • Member of the Board of Directors of Xtec Inc. (since 2023) • Executive Member of the Latino Corporate Directors Association (since 2020) • Member of Ernst and Young’s Americas and Global Governance Council (2015-2019) • Member of the Florida International University Foundation (2013-2020) • Member of the Board of Directors of United Way Miami (2013-2015) EDUCATION AND OTHER CERTIFICATIONS • Bachelor of Science degree in accounting from St. Thomas University • Certified Public Accountant (active) Mr. Suarez is a highly qualified financial expert given his considerable experience in public accounting. He is well known and respected in our South Florida market and brings extensive public accounting experience spanning a wide array of industries and sectors to our Board. |

  21. Director nominees

    | Millar Wilson, 71 Director Since: 1987 AMTB Committees: • Member of the Risk Committee • Chair of the Trust Committee (Amerant Bank, N.A.) Other U.S.-Listed Company Directorships: • Current: None • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Former C-suite level banking executive with significant experience in finance and accounting, leadership, corporate governance, regulatory, talent management, and risk management CAREER HIGHLIGHTS • Vice-Chairman and CEO of Amerant Bancorp Inc. and Amerant Bank, N.A. (2013-2021) • President and CEO of Amerant Bank, N.A. (2009-2013) • Global Chief Risk Officer of Mercantil Servicios Financiaeros (2005-2009) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Held various positions at Mercantil Servicios Financieros and Banco Mercantil, including as Executive Director of International Business (1977–2005) • Member of the Board of Directors of the Miami Branch of the Federal Reserve Bank of Atlanta (2013-2019) • Member of the Board of Directors of Enterprise Florida, Inc (2009-2013) • Director and Treasurer of the Miami Dade College Foundation (1999-2004) • Chairman of the Board of Directors of the American Red Cross of Greater Miami and the Keys (2001-2002) EDUCATION AND OTHER CERTIFICATIONS • Graduate of the Program for Management Development from Harvard Business School • Bachelor of Science degree in business and administrative studies from Bradford University, England As our former Chief Executive Officer, Mr. Wilson has a breadth of knowledge concerning issues affecting us and the banking industry. His prior executive and director experience will continue to assist the Board as we expand our business and build upon our strategy. |

  22. Director nominees

    THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE ELECTION OF THE NOMINEES NAMED HEREIN AS 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. 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. 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:

  23. Director nominees

    | Director Nominee | Ind.* | Audit | Compensation and Human Capital Committee | Corporate Governance, Nominating and Sustainability Committee | Risk | | Pamela J. Dana | I | | ● | (C) | | | Miguel A. Capriles L. | I | | | ● | ● | | Samantha Holroyd | I | | | ● | ● | | Erin Knight | I | ● | | ● | | | Gustavo Marturet M. | I | ● | ● | | | | John W. Quill | I | ● | | | (C) | | John A. Quelch** | I | ● | | ● | | | Ashaki Rucker | I | | (C) | | ● | | Oscar Suarez | I | (C) | ● | | | | Millar Wilson | *** | | | | ● | | Number of meetings held in 2023 | | 12 | 9 | 10 | 8 |

  24. Director nominees

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

  25. Director nominees

    | ** Mr. Quelch is not standing for reelection to the Board of Directors at the Company’s Annual Meeting and Mr. Quelch’s term as a director of the Company and a member of the Board committees listed above will end immediately before the Annual Meeting on May 8, 2024 |

  26. Director nominees

    | *** 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. |

  27. Director nominees

    | ● = | Member |

  28. Director nominees

    | I = | Independent |

  29. Director nominees

    | (C) = | Committee Chair |

  30. Director nominees

    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

  31. Compensation and Human Capital Committee

    | • | reviews, evaluates and recommends changes to the director compensation program |

  32. Components of Pay

    | Element | Performance Period | Objective | Performance Measured / Rewarded for 2023 | | Base Salary | Annual | Recognizes an individual’s role and responsibilities and provides a stable level of fixed compensation | Reviewed annually and set based on market competitiveness, individual and Company performance, and internal equity considerations | | Annual Cash Incentive | Annual | Rewards achievement of annual financial objectives using formulaic pre-set goals and individual achievements | • Core PPNR • Growth in average total core deposits • Core non-interest income/total revenues • Core efficiency ratio • Non-performing loans/total loans • Key initiatives for each NEO | | Restricted Stock Units (“RSUs”) | Long-Term | Aligns the interests of executives and shareholders and serves as an important retention vehicle | Annual grants generally vest in equal annual installments over three years beginning on the first anniversary of the grant date | | Performance-Based Restricted Stock Units (“PSUs”) | Long-Term | Aligns the interests of executives and shareholders, serves as an important retention vehicle and drives significant Company performance | 2023 PSU grants may vest only upon the achievement of relative total shareholder return over a three-year measurement period |

  33. Target Pay Mix

    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. 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.

  34. Role of the Independent Compensation Consultant

    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.

  35. Peer Group

    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:

  36. Peer Group

    | • | Publicly traded bank holding companies with total assets of $5.25 billion to $20 billion. |

  37. Peer Group

    | • | Not located in Alaska, California, Hawaii, Oregon, and Washington. |

  38. Peer Group

    | • | Consumer loans comprising less than 30% of the total loan portfolio. |

  39. Peer Group

    | • | Located within a Top 100 Metropolitan Statistical Area. |

  40. Peer Group

    | • | Individual consideration given for business model compatibility. |

  41. Peer Group

    The 2023 compensation peer group consisted of the following companies:

  42. Peer Group

    | Atlantic Union Bankshares Corporation | Brookline Bancorp, Inc. | | Byline Bancorp, Inc. | ConnectOne Bancorp, Inc. | | CrossFirst Bankshares, Inc. | Dime Community Bancshares, Inc. | | Enterprise Financial Services Corp | First Financial Bancorp. | | Flushing Financial Corporation | Independent Bank Group, Inc. | | Lakeland Bancorp, Inc. | National Bank Holdings Corporation | | Northfield Bancorp, Inc. | Peapack-Gladstone Financial Corporation | | Provident Financial Holdings, Inc. | Republic First Bancorp, Inc. | | Sandy Spring Bancorp, Inc. | Seacoast Banking Corporation of Florida | | Stock Yards Bancorp, Inc. | TowneBank | | Triumph Financial, Inc. | Trustmark Corporation | | Univest Financial Corporation | Veritex Holdings, Inc. |

  43. Peer Group

    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.

  44. Base Salaries

    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.

  45. Base Salaries

    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. 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:

  46. Base Salaries

    | Company Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | 2023 Achievement | 2023 Performance Level | | Core PPNR (millions) (1) | 25% | $137.5 | $171.9 | $206.2 | $141.9 | Above Threshold | | Growth in Avg. Total Core Deposits | 10% | 17.2% | 19.1% | 21.0% | 11.5% | Below Threshold | | Core Non-Interest Income /Total Revenues (2) | 7.5% | 13.8% | 15.3% | 16.9% | 14.8% | Above Threshold | | Core Efficiency Ratio (3) | 7.5% | 64.8% | 58.9% | 53.0% | 63.3% | Above Threshold | | Non-Performing Loans / Total Loans | 10% | 0.92% | 0.84% | 0.76% | 0.47% | Maximum |

  47. Base Salaries

    | NEOs | Target Annual Incentive | Company Metrics: 60% of Target(*) | Company Metrics: Actual Performance %(*) | Company Metrics: Payout Amount(*) | Individual Metrics: 40% of Target(*) | Individual Metrics: Actual Performance % | Individual Metrics: Payout Amount(*) | Total Achievement as % of Target(*) | Total Annual Incentive Award in 2023(*) | | Mr. Plush | $900,000 | $540,000 | 66% | $355,484 | $360,000 | 150% | $540,000 | 99.5% | $895,484 | | Ms. Calderón (1) | $225,000 | $135,000 | 66% | $88,871 | $90,000 | 137.5% | $123,750 | 94.5% | $156,671 | | Mr. Iafigliola | $279,000 | $167,400 | 66% | $110,200 | $111,600 | 150% | $167,400 | 99.5% | $277,600 | | Mr. Capriles | $273,000 | $163,800 | 66% | $117,830 | $109,200 | 112.5% | $122,850 | 84.5% | $230,680 | | Mr. Levine | $356,250 | $213,750 | 66% | $140,712 | $142,500 | 137.5% | $195,938 | 94.5% | $336,650 | | Mr. Esterripa (1) | $356,250 | $213,750 | 66% | $140,712 | $142,500 | 137.5% | $195,938 | 94.5% | $238,460 |

  48. Base Salaries

    | (1) Ms. Calderón and Mr. Esterripa were eligible for a pro-rated 2023 annual incentive payout based on the amount of time they served in their roles with the Company in 2023. For Ms. Calderón’s 2023 annual bonus, the total amount also included a pro-rated portion of her individual performance for the five months she served as Head of Internal Audit prior to her appointment as CFO, which she earned at 143.5% of target. |

  49. Long-Term Incentives Program

    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:

  50. Long-Term Incentives Program

    | | 2023 Long-Term Incentives | | | | NEOs | Total Target Award Opportunity as a % of Salary | RSUs (#) | Target PSUs (#) | | Mr. Plush | 120% | 18,665 | 18,666 | | Ms. Calderón | 75% | 6,306 | 6,306 | | | — | 5,605(1) | — | | Mr. Iafigliola | 60% | 4,821 | 4,822 | | Mr. Capriles | 60% | 4,718 | 4,718 | | Mr. Levine | 75% | 6,157 | 6,157 | | Mr. Esterripa | 75% | 9,064 | 9,065 | | | — | 20,356(2) | — |

  51. Long-Term Incentives Program

    | (1) On June 1, 2023, Ms. Calderón was awarded 5,605 RSUs in connection with a sign-on grant related to her appointment as Executive Vice-President and Chief Financial Officer. The RSUs will vest in substantially equal installments over three years, provided that Ms. Calderón remains in the continuous service of the Company or a subsidiary through each such date. See the section titled “Sign-On Awards for Ms. Calderón and Mr. Esterripa” below. |

  52. Long-Term Incentives Program

    | (2) On April 17, 2023, Mr. Esterripa was awarded 20,356 RSUs in connection with a sign-on grant related to his appointment as Senior Executive Vice-President and Head of Commercial Banking. The RSUs will vest in substantially equal installments over three years, provided that Mr. Esterripa remains in the continuous service of the Company or a subsidiary through each such date. See the section titled “Sign-On Awards for Ms. Calderón and Mr. Esterripa” below. |

  53. Long-Term Incentives Program

    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.

  54. Long-Term Incentives Program

    | Performance Level | TSR Percent Rank | Earned Percentage | | Below Threshold | Below 35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 150% |

  55. Long-Term Incentives Program

    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.

  56. Long-Term Incentives Program

    | Performance Level | TSR Percent Rank | Earned Percentage | | Below Threshold | Below 35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 150% |

  57. Long-Term Incentives Program

    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.

  58. Long-Term Incentives Program

    | NEOs | 2021-2023 PSUs Earned at 150% of Target (#) | | Mr. Plush | 38,288 | | Ms. Calderón* | N/A | | Mr. Iafigliola | 10,821 | | Mr. Capriles | 10,529 | | Mr. Levine* | N/A | | Mr. Esterripa* | N/A |

  59. Long-Term Incentives Program

    | * These NEOs did not receive a grant of PSUs in 2021. |

  60. Long-Term Incentives Program

    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.

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

    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.

  62. Anti-Hedging Policy

    Anti-Hedging Policy The Company’s Insider Trading Policy prohibits officers, directors, employees and all other Covered Persons (as that term is defined in the Insider Trading Policy) from engaging in transactions with securities issued by the Company or its subsidiaries, including shares of the Company’s Class A Common Stock, or Company Securities, of a speculative nature at any time. This prohibition includes short-selling Company Securities or engaging in transactions involving Company Derivative Securities (options, warrants, RSUs, stock appreciation rights or similar rights whose value is derived from the value of the Company’s Securities). Officers, directors and employees are, however, not prohibited from receiving and exercising options, RSUs, stock appreciation rights or other Derivative Securities granted under the Company’s equity incentive plans.

  63. Employment Agreements and Other Arrangements with the NEOs

    Employment Agreements and Other Arrangements with the NEOs The Company currently only maintains an employment agreement with Mr. Plush that sets forth his base salary, bonus compensation, equity compensation, and benefits, as well as provides him with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards in the case of certain involuntary terminations of employment or resignations for good reason. On January 3, 2024, the Company entered into an amended and restated employment agreement with Mr. Plush that provides for a three-year term beginning January 1, 2024, and provides for automatic one-year extensions unless expressly not renewed. The terms of Mr. Plush’s amended employment agreement are generally consistent with the prior version of the employment agreement except for the following: increase in annual base salary to $960,000 beginning January 1, 2024, revisions to the severance benefits to which Mr. Plush would be entitled to in the event of termination by the Company without “cause” or by Mr. Plush for “good reason” (as those terms are defined in the agreement), a term life insurance policy that upon death provides $2 million in benefits, and a covenant not to compete was adjusted to provide a geographical area within 50 miles of the Company’s headquarters. On March 22, 2023, the Company entered into an offer letter with Mr. Esterripa that sets forth the initial compensation terms of his employment. Pursuant to the terms of the offer letter, Mr. Esterripa’s annual base salary was set at $475,000. Mr. Esterripa is entitled to short-term variable compensation with a target of 75% base salary based on attainment of Company and individual performance goals. In connection with his appointment as Senior Executive Vice President, Head of Commercial Banking, on April 17, 2023 (the “Esterripa Grant Date”), Mr. Esterripa received: i) a sign-on grant in the form of RSUs that shall vest ratably over a three-year period with a value equal to $400,000 (the “Esterripa Sign-on Grant”); and ii) a long-term incentive grant of RSUs and PSUs (collectively, the “Esterripa LTI Grant”) with a value equal to 75% of his base salary. Fifty percent (50%) of the Esterripa LTI Grant was in the form of RSUs that shall vest ratably over a three-year period and the remaining fifty percent (50%) was in the form of PSUs that will cliff vest subject to the achievement of performance goals at the end of a three-year performance period. The number of units awarded pursuant to the Esterripa Sign-on Grant and the Esterripa LTI Grant were determined using the closing price of the Company’s common stock on the Esterripa Grant Date. Mr. Esterripa also received a $400,000 one-time cash sign-on bonus and up to $100,000 in education reimbursement to Mr. Esterripa’s former employer (the actual reimbursed amount was $84,000). Mr. Esterripa’s one-time cash sign-on bonus and education reimbursement are subject to recoupment under certain circumstances. See the section titled “Sign-On Awards for Ms. Calderón and Mr. Esterripa” above. On May 5, 2023, the Company entered into an offer letter with Ms. Calderón, effective as of June 1, 2023, that sets forth the initial compensation terms of her employment. Pursuant to the terms of the offer letter, Ms. Calderón’s initial annual base salary was set at $300,000. Ms. Calderón is entitled to short-term variable compensation with a target of 75% base salary based on attainment of Company and individual performance goals. In connection with her appointment as CFO, on June 1, 2023 (the “Calderón Grant Date”), Ms. Calderón received: i) a sign-on grant in the form of RSUs that shall vest ratably over a three-year period with a value equal to $100,000 (the “Calderón Sign-on Grant”); and ii) a long-term incentive grant of RSUs and PSUs (collectively, the “Calderón LTI Grant”) with a value equal to 75% of her base salary, or $225,000. Fifty percent (50%) of the Calderón LTI Grant was in the form of RSUs that shall vest ratably over a three-year period and the remaining fifty percent (50%) was in the form of PSUs that will cliff vest subject to the achievement of performance goals at the end of the three-year performance period. The number of units to be awarded pursuant to the Calderón Sign-on Grant and the Calderón LTI Grant was determined using the closing price of the Company’s common stock on the Calderón Grant Date. The Company has also entered into a Change in Control Agreement (“CIC Agreement”) with each of the non-CEO NEOs that provides for certain severance protections in the event of a change in control of the Company. The CIC Agreements for these NEOs remain in effect for 24 months following the effective date and automatically renew for an additional 12 months unless the Company notifies the NEO at least 90 days before such renewal. Messrs. Iafigliola, Capriles, Levine, and Esterripa and Ms. Calderón have also entered into Restrictive Covenant Agreements that include customary intellectual property, non-solicitation, non-compete and confidentiality provisions. The terms of the arrangements related to termination and change in control for all the NEOs are described in detail in the section entitled “Potential Payments Upon Termination of Change of Control”.

  64. Summary Compensation Table

    Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by the Company in respect of our fiscal years ended December 31, 2023, 2022, and 2021.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(*) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(*) | | Gerald P. Plush | 2023 | 900,00 | — | 1,083,346 | 895,484 | 48,729 | 2,927,559 | | Chairman, President and | 2022 | 895,000 | — | 994,847 | 1,006,794 | 63,090 | 2,959,731 | | Chief Executive Officer | 2021 | 743,750 | — | 2,584,574 | 1,073,125 | 232,920 | 4,634,369 | | Sharymar Calderón (6) | 2023 | 268,883 | — | 377,705 | 156,671 | 10,998 | 814,257 | | Executive Vice-President and Chief Financial Officer | | | | | | | | | Carlos Iafigliola (7) | 2023 | 465,000 | — | 279,840 | 277,600 | 9,138 | 1,031,578 | | Senior Executive Vice-President | 2022 | 433,675 | — | 355,478 | 243,890 | 20,012 | 1,053,055 | | and Chief Operating Officer | | | | | | | | | Alberto M. Capriles | 2023 | 455,000 | — | 273,833 | 230,680 | 17,753 | 977,266 | | Senior Executive Vice-President and | 2022 | 425,000 | — | 246,777 | 238,821 | 26,927 | 937,524 | | Chief Risk Officer | 2021 | 425,000 | — | 233,873 | 262,969 | 55,084 | 976,926 | | Howard Levine (8) | 2023 | 475,000 | — | 357,352 | 336,650 | 32,220 | 1,201,222 | | Senior Executive Vice-President and | 2022 | 247,500 | — | 149,972 | 173,071 | 21,317 | 591,860 | | Head of Consumer Banking | | | | | | | | | Juan Esterripa (9) | 2023 | 336,458 | 400,000 | 724,956 | 238,460 | 104,528 | 1,804,402 | | Senior Executive Vice-President | | | | | | | | | and Head of Commercial Banking | | | | | | | |

  66. Summary Compensation Table

    | (*) | Amounts rounded to the nearest whole number. |

  67. Summary Compensation Table

    | (1) Amount of salary reported in any year may differ from the annual base salary amount due to the timing of changes in base salary or, hiring, or promotion of an NEO. NEOs who are also directors do not receive any additional compensation for services provided as a director while they are NEOs. |

  68. Summary Compensation Table

    | (2) Amount in this column includes the $400,000 cash sign-on bonus for Mr. Esterripa. |

  69. Summary Compensation Table

    | (3) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs and PSUs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. Amounts shown in this column relating to RSUs reflect the market value of the RSUs using the closing price of a share of our common stock as reported on the Nasdaq Stock Market on the date of grant (on the grant dates of all these Stock Awards, the Company’s shares of common stock were still traded on the Nasdaq Stock Market), multiplied by the number of shares underlying each award. Amounts shown in this column relating to PSUs were determined using a Monte Carlo simulation model. The grant date fair value of the PSUs included above is determined based upon achievement of performance at the “target” level, which is the probable outcome of the performance metrics associated with each award of PSUs. If performance for the PSUs were to be achieved at the “maximum” level, the grant date fair value of the PSUs for the NEOs would have been as follows: $815,051 for Mr. Plush, $139,331 for Ms. Calderón, $210,553 for Mr. Iafigliola, $206,011 for Mr. Capriles, $268,830 for Mr. Levine, and $220,271 for Mr. Esterripa. Dividend equivalents accrue on these PSUs subject to the same performance-based vesting requirements as these PSUs. |

  70. Summary Compensation Table

    | (4) The amounts shown in this column represent the annual cash incentive amounts earned by the NEOs for 2023 under the Annual Variable Compensation Program, as described in the section titled “2023 Annual Cash Incentive” in the CD&A. |

  71. Summary Compensation Table

    | (5) The amounts reported in this column for 2023 for our NEOs reflect the following: |

  72. Summary Compensation Table

    | Name | 401(k) Company Match ($)(A) | Life Insurance Gross-Up ($)(B) | Perquisites ($)(C) | Total ($)(*) | | Gerald P. Plush | 16,500 | 30,884 | 1,345 | 48,729 | | Sharymar Calderón | 10,998 | — | — | 10,998 | | Carlos Iafigliola | 7,558 | 861 | 720 | 9,138 | | Alberto M. Capriles | 16,007 | 1,027 | 720 | 17,753 | | Howard A. Levine | 16,500 | — | 15,720 | 32,220 | | Juan Esterripa | 10,048 | — | 94,480 | 104,528 |

  73. Summary Compensation Table

    | (*) | Amounts rounded to the nearest whole number. |

  74. Summary Compensation Table

    | (A) Amounts include the Company matching contributions under the 401(k) Plan. |

  75. Summary Compensation Table

    | (B) Amounts include the premium of Mr. Plush’s individual life insurance policy and the gross-up payments related to imputed income from the split-dollar life insurance plan (BOLI) for Messrs. Iafigliola and Capriles. See the section titled “Broad-Based Benefits and Perquisites-Life Insurance Benefits” in the CD&A for additional information on this benefit. |

  76. Summary Compensation Table

    | (C) Amounts include car allowance ($625) (after January 2023 Mr. Plush’s monthly car allowance was discontinued as the Company now provides Mr. Plush with the limited ability to use a company car and driver exclusively for Company related events) and cellular phone payments ($720) for Mr. Plush; cellular phone payments ($720) for Mr. Iafigliola; cellular phone payments ($720) for Mr. Capriles; and car allowance ($15,000) and cellular phone payments ($720) for Mr. Levine; and car allowance ($10,000), cellular phone payments ($480), and tuition reimbursement to his prior employer ($84,000) for Mr. Esterripa. |

  77. Summary Compensation Table

    | (6) Ms. Calderón was appointed as CFO of the Company effective June 1, 2023, and was not a named executive officer in the Company’s 2022 and 2021 proxy statements. Therefore, her compensation data for 2022 and 2021 are not included in this table. The 2023 salary amount in the salary column for Ms. Calderón reflects the sum of the salary she received for the five months she served as Head of Internal Audit and the salary she received for the seven months she served as Chief Financial Officer. |

  78. Summary Compensation Table

    | (7) Mr. Iafigliola was not a named executive officer in the Company’s 2021 proxy statement. Therefore, his compensation data for 2021 is not included in this table. Prior to serving as the Company’s Chief Operating Officer, Mr. Iafigliola served as the Company’s Chief Financial Officer from May 14, 2020 until June 1, 2023. |

  79. Summary Compensation Table

    | (8) Mr. Levine was appointed to his position with the Company effective June 8, 2022, and was not a named executive officer in the Company’s 2021 proxy statement. Therefore, his compensation data for 2021 is not included in this table. |

  80. Summary Compensation Table

    | (9) Mr. Esterripa was appointed as Head of Commercial Banking effective April 19, 2023, and was not a named executive officer in the Company’s 2022 and 2021 proxy statements. Therefore, his compensation data for 2022 and 2021 are not included in this table. |

  81. Summary Compensation Table

    For the purpose of business entertainment, the Company has season tickets to certain sporting events. When these tickets are not used for business entertainment, they may be available to NEOs and other employees. No compensation value for such tickets is included in the tables above.

  82. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table sets forth additional details regarding grants of equity and non-equity plan-based awards during the fiscal year ended December 31, 2023.

  83. Grants of Plan Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value Of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Gerald P. Plush | | 450,000 | 900,000 | 1,350,000 | — | — | — | — | — | | | 2/16/2023 | — | — | — | 9,333 | 18,666 | 27,999 | — | 543,367(5) | | | 2/16/2023 | — | — | — | — | — | — | 18,665 | 539,978(6) | | Sharymar Calderón | | 112,500 | 225,000 | 337,500 | — | — | — | — | — | | | 2/16/2023 | — | — | — | — | — | — | 2,500 | 72,325(6) | | | 6/1/2023 | — | — | — | 3,153 | 6,306 | 9,459 | — | 92,887(5) | | | 6/1/2023 | — | — | — | — | — | — | 6,306 | 112,499(6) | | | 6/1/2023 | — | — | — | — | — | — | 5,605 | 99,993(6) | | Carlos Iafigliola | | 139,500 | 279,000 | 418,500 | — | — | — | — | — | | | 2/16/2023 | — | — | — | 2,411 | 4,822 | 7,233 | — | 140,368(5) | | | 2/16/2023 | — | — | — | — | — | — | 4,821 | 139,472(6) | | Alberto Capriles | | 136,500 | 273,000 | 409,500 | — | — | — | — | — | | | 2/16/2023 | — | — | — | 2,359 | 4,718 | 7,077 | — | 137,341(5) | | | 2/16/2023 | — | — | — | — | — | — | 4,718 | 136,492(6) | | Howard Levine | | 178,125 | 356,250 | 534,375 | — | — | — | — | — | | | 2/16/2023 | — | — | — | 3,078 | 6,157 | 9,235 | — | 179,230(5) | | | 2/16/2023 | — | — | — | — | — | — | 6,157 | 178,122(6) | | Juan Esterripa | | 178,125 | 356,250 | 534,375 | — | — | — | — | — | | | 4/17/2023 | — | — | — | 4,532 | 9,065 | 13,597 | — | 146,853(5) | | | 4/17/2023 | — | — | — | — | — | — | 9,064 | 178,108(6) | | | 4/17/2023 | — | — | — | — | — | — | 20,356 | 399,995(6) |

  84. Grants of Plan Based Awards Table

    | (1) The annual cash incentive plan provides a cash payout based on the level of achievement of Company performance metrics and individual performance goals for each applicable performance cycle. The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities for the NEOs under the Annual Variable Compensation Program. The amount of the annual cash incentive opportunity depends on the base salary of the NEOs for the year. The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and the maximum achievement is determined using straight-line interpolation. |

  85. Grants of Plan Based Awards Table

    | (2) In order for any payout to be earned, performance must be at the threshold level for at least one metric. The number of PSUs earned for performance falling between the threshold and target achievement levels and the target and the maximum achievement is determined using straight-line interpolation. |

  86. Grants of Plan Based Awards Table

    | (3) Amounts disclosed in these columns reflect the potential threshold, target and maximum number of PSUs granted to our NEOs in 2023. |

  87. Grants of Plan Based Awards Table

    | (4) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2023 and include the promotion and sign-on RSU awards for Ms. Calderón and Mr. Esterripa, respectively. |

  88. Grants of Plan Based Awards Table

    | (5) Amounts disclosed for this award reflect the grant date fair value of the PSUs on the grant date based on the probable outcome of the applicable performance conditions and was calculated at target based on a combination of the closing market price of our common stock on the grant date and a Monte Carlo simulated fair value in accordance with ASC 718. |

  89. Grants of Plan Based Awards Table

    | (6) Amounts disclosed for this award reflect the grant date fair value of the RSUs, which was computed in accordance with ASC Topic 718 with the assumptions described in Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  90. Narrative Discussion of the Summary Compensation Table and Grant of Plan-Based Awards Table

    Narrative Discussion of the Summary Compensation Table and Grant of Plan-Based Awards Table The material terms of the pay elements included in the Summary Compensation Table and Grant of Plan-Based Awards Table for our NEOs are described above in the CD&A. The Company currently maintains an employment agreement with Mr. Plush and offer letters with Mr. Esterripa and with Ms. Calderón. The terms of the employment agreement with Mr. Plush in effect as of December 31, 2023 (“Mr. Plush Prior Employment Agreement”), provided for a three-year term beginning on February 15th, 2021, and provided for automatic one-year extensions unless expressly not renewed. Under this agreement, Mr. Plush received a base salary (reviewed at least annually by the Compensation Committee and could be increased but not decreased), an annual performance bonus, and was eligible to receive equity-based awards. Mr. Plush was also entitled to participate in all employee benefit plans, practices and programs maintained by the Bank or the Company, accrual of vacation time, reimbursement for a club membership as well as certain out-of-pocket business, entertainment, and travel expenses. The agreement also provided for a one-time payment of $100,000 to cover Mr. Plush’s relocation expenses and a one-time temporary housing allowance of $15,000 per month for up to three months. Mr. Plush’s Prior Employment Agreement was amended in January 2023 to discontinue Mr. Plush’s monthly car allowance as the Company provides Mr. Plush with the ability to use a company car and driver exclusively for Company related events. As described further above in the section titled “Employment Agreements and Other Arrangements with the NEOs” in the CD&A, the Company entered into an amended employment agreement with Mr. Plush on January 3, 2024. The terms of Mr. Esterripa’s and Ms. Calderón’s offer letters set forth the initial compensation terms of their employment with the Company as described above in the CD&A. Mr. Iafigliola previously entered into an employment agreement with the Company and that employment agreement with Mr. Iafigliola expired on March 16, 2023. None of the other NEOs currently have employment agreements with the Company. For additional information on other agreements with our NEOs, see the section titled “Employment Agreements and Other Arrangements with the NEOs” in the CD&A.

  91. Outstanding Equity Awards at Fiscal Year-End Table 2023

    Outstanding Equity Awards at Fiscal Year-End Table 2023 The table below sets forth the outstanding equity awards held by our NEOs as of December 31, 2023.

  92. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(*)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(*) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(**) | | Gerald P. Plush | 2/16/2021 | 8,509 (2) | 209,066 | — | — | | | 2/16/2021 | 20,793 (2) | 510,884 | — | — | | | 2/16/2022 | 9,810 (3) | 241,032 | — | — | | | 2/16/2023 | 18,665 (4) | 458,599 | — | — | | | 2/16/2021 | — | | 39,451 (5) | 969,311 | | | 2/16/2021 | — | — | 64,364 (6) | 1,581,423 | | | 2/16/2022 | — | — | 7,759 (7) | 190,639 | | | 2/16/2023 | — | — | 18,934 (8) | 465,208 | | Sharymar Calderón | 7/27/2021 | 678 (9) | 16,658 | — | — | | | 2/16/2022 | 1,667 (10) | 40,958 | — | — | | | 2/16/2023 | 2,500 (4) | 61,425 | — | — | | | 1/6/2023 | 5,605 (11) | 137,715 | — | — | | | 1/6/2023 | 6,306 (11) | 154,938 | — | — | | | 1/6/2023 | — | — | 6,364 (8) | 156,363 | | Carlos Iafigliola | 2/16/2021 | 2,285 (2) | 56,142 | — | — | | | 2/16/2022 | 2,500 (3) | 61,425 | — | — | | | 2/16/2022 | 2,000 (3) | 49,140 | — | — | | | 2/16/2023 | 4,821 (4) | 118,452 | — | — | | | 2/16/2021 | — | — | 10,593 (5) | 260,270 | | | 2/16/2022 | — | — | 1,977 (7) | 48,575 | | | 2/16/2023 | — | — | 4,891 (8) | 120,172 | | Alberto Capriles | 2/16/2021 | 2,340 (2) | 57,494 | — | — | | | 2/16/2022 | 2,434 (3) | 59,803 | — | — | | | 2/16/2023 | 4,718 (4) | 115,921 | — | — | | | 2/16/2021 | — | — | 10,863 (5) | 266,904 | | | 2/16/2022 | — | — | 1,925 (7) | 47,297 | | | 2/16/2023 | — | — | 4,786 (8) | 117,592 | | Howard Levine | 6/8/2022 | 3,450 (12) | 84,767 | — | — | | | 2/16/2023 | 6,157 (4) | 151,277 | — | — | | | 2/16/2023 | — | — | 6,245(8) | 153,440 | | Juan Esterripa | 4/17/2023 | 20,356 (13) | 500,147 | — | — | | | 4/17/2023 | 9,064 (13) | 222,702 | — | — | | | 4/17/2023 | — | — | 9,195 (8) | 225,921 |

  93. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (*) | The amounts reported in this column include share dividend equivalents. |

  94. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (**) | Amounts rounded to the nearest whole number. |

  95. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (1) Based on the closing price of $24.57 per share of the Company’s common stock on the New York Stock Exchange on December 29, 2023, the last day of trading in 2023. |

  96. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (2) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. The RSUs will vest on February 16, 2024, subject to such named executive officer’s continued service with us through the vesting date. |

  97. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (3) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-half of the RSUs will vest on each of February 16, 2024, and February 16, 2025, subject to such named executive officer’s continued service with us through each vesting date. |

  98. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (4) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-third of the RSUs will vest on each of February 16, 2024, February 16, 2025, and February 16, 2026, subject to such named executive officer’s continued service with us through each vesting date. |

  99. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (5) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement of all applicable performance goals at the maximum level for the 2021-2024 performance period, plus the additional PSUs (at the target level) representing the accumulated dividend equivalents accrued over the period from the grant date through December 31, 2023. These PSUs were unvested as of December 31, 2023, however, as discussed above in the CD&A, the PSUs were earned at 150% of target and vested on February 16, 2024. |

  100. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (6) Amounts disclosed reflect the number of unvested sign-on PSUs held by Mr. Plush, based on achievement of all applicable performance goals at the target level for the 2021-2024 performance period, plus the additional PSUs (at the target level) representing the accumulated dividend equivalents accrued over the period from the grant date through December 31, 2023. These PSUs were unvested as of December 31, 2023, however, as discussed above in the CD&A the PSUs were earned at 100% of target and vested on February 16, 2024. |

  101. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (7) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement of all applicable performance goals at the threshold level for the 2022-2024 performance period, plus the additional PSUs (at the target level) representing the accumulated dividend equivalents accrued over the period from the grant date through December 31, 2023. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of the performance cycle and might be more than the number shown in this column. |

  102. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (8) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement of all applicable performance goals at the target level for the 2023-2025 performance period, plus the additional PSUs (at the target level) representing the accumulated dividend equivalents accrued over the period from the grant date through December 31, 2023. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of the performance cycle and might be more than the number shown in this column. |

  103. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (9) Amount disclosed reflects the number of unvested restricted stock held by Ms. Calderón that is subject to time-based vesting. The restricted stock will vest on July 27, 2024, subject to such Ms. Calderón’s continued service with us through the vesting date. |

  104. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (10) Amount disclosed reflects the number of unvested restricted stock held by Ms. Calderón that is subject to time-based vesting. One half of the restricted stock will vest on each February 16, 2024, and February 16, 2025 subject to such Ms. Calderón’s continued service with us through each vesting date. |

  105. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (11) Amount disclosed reflects the number of unvested RSUs held by Ms. Calderón that are subject to time-based vesting. One-third of the RSUs will vest on each of June 1, 2024, June 1, 2025 and June 1, 2026, subject to Mr. Calderón’s continued service with us through each vesting date. |

  106. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (12) Amount disclosed reflects the number of unvested RSUs held by Mr. Levine that are subject to time-based vesting. One-half of the RSUs will vest on each of June 8, 2024, and June 8, 2025, subject to Mr. Levine’s continued service with us through each vesting date. |

  107. Outstanding Equity Awards at Fiscal Year-End Table 2023

    | (13) Amount disclosed reflects the number of unvested RSUs held by Mr. Esterripa that are subject to time-based vesting. One-third of the RSUs will vest on each of April 17, 2024, April 17, 2025 and April 17, 2026, subject to Mr. Levine’s continued service with us through each vesting date. |

  108. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of all stock awards on an aggregate basis for each NEO during the fiscal year ended December 31, 2023. The NEOs do not hold any options and as a result there were no option exercises during the fiscal year ended December 31, 2023. The data included in the “Option Exercises and Stock Vested” table is compiled based on each transaction date.

  109. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(*) | | Gerald P. Plush | 34,204 | 989,522 | | Sharymar Calderón | 1,510 | 37,706 | | Carlos Iafigliola | 4,535 | 131,198 | | Alberto Capriles | 3,556 | 102,875 | | Howard Levine | 1,725 | 35,449 | | Juan Esterripa | — | — |

  110. Option Exercises and Stock Vested Table

    | (*) | Amounts rounded to the nearest whole number. |

  111. Option Exercises and Stock Vested Table

    | (1) The amounts shown in this column represent the total number of shares of restricted stock and of shares subject to RSUs that vested during 2023. |

  112. Option Exercises and Stock Vested Table

    | (2) The amounts shown in this column reflect the value realized upon vesting of the restricted stock and RSUs as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax. |

  113. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The following table provides information with respect to each defined contribution or other plan that provides for non-qualified deferred compensation in which our NEOs participate. For 2023, Messrs. Plush, Iafigliola and Capriles, participated in the deferred compensation plan. For more information on the Deferred Compensation Plan, see the section titled “Broad-Based Benefits and Perquisites” section in the CD&A.

  114. Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1)(*) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(*) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($)(2)(*) | | Gerald P. Plush | 76,154 | — | 27,161 | | 245,845 | | Sharymar Calderón | — | — | — | — | — | | Carlos Iafigliola | 37,155 | — | 61,960 | | 286,242 | | Alberto Capriles | 28,731 | — | 21,750 | | 175,282 | | Howard Levine | — | — | — | — | — | | Juan Esterripa | — | — | — | — | — |

  115. Non-Qualified Deferred Compensation Table

    | (*) | Amounts rounded to the nearest whole number. |

  116. Non-Qualified Deferred Compensation Table

    | (1) The amounts listed in this column are reported as compensation in the amounts included in the “Salary” column of the 2023 Summary Compensation Table. |

  117. Non-Qualified Deferred Compensation Table

    | (2) The amounts listed for Messrs. Plush and Capriles include an aggregate of $11,654, and $7,567, respectively, which were reported in our Summary Compensation Table for 2021. |

  118. Non-Qualified Deferred Compensation Table

    The Company maintains the Deferred Compensation Plan for highly compensated employees, including the NEOs. The Deferred Compensation Plan is designed to prevent such employees from being disadvantaged by 401(k) Plan limits and supplements the 401(k) Plan’s savings opportunities, however since 2022, it does not provide eligible employees with a matching Company contribution. The Deferred Compensation Plan limits deferral contributions to 50% of the participant’s non-bonus compensation and 100% of the participant’s annual bonus compensation and does not permit investments in Company stock. In 2023, Messrs. Plush, Iafigliola and, Capriles participated in the Deferred Compensation Plan while Ms. Calderón and Messrs. Levine and Esterripa did not. Each participant’s account under the Deferred Compensation Plan holds their contributions, along with earnings, expenses, gains, and losses. Each participant makes his or her own investment decisions as to amounts held in a participant’s account from investment options that are designated in a services agreement between the Company and Fidelity Investments, Inc. for the Deferred Compensation Plan. All deferrals, earnings, and gains on each participant’s account in the Deferred Compensation Plan are distributed in cash after the participant’s separation from service, either in a lump sum payment or in installment payments, in accordance with the participant’s distribution election. Each distribution, whether in a lump sum or a series of installment payments, commences on the first day of the month following the month in which the applicable triggering event occurred. Installment payments continue annually from the commencement date of the first installment distribution. If the participant’s separation from service is due to the participant’s disability or death, the deferrals, employer contributions, earnings, and gains on the participant’s account will immediately become 100% vested and payment will be made in such form as designated in the participant’s distribution election.

  119. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Upon termination of an NEO’s employment with the Company, or upon a change in control, the Company maintains certain arrangements pursuant to which NEOs are eligible to receive cash severance, equity vesting and other benefits. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown in the tables and the narrative below. We have assumed that the termination of employment or change in control occurred on December 31, 2023. On that date, Mr. Plush was still eligible for severance and other benefits under his employment agreement, dated January 14, 2021. In addition, since many factors (e.g., the time of year when the event occurs, our stock price and the executive’s age) could affect the nature and amount of benefits a NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. Under these SEC rules, the potential payments upon termination or change in control do not include certain distributions to the NEO or benefits to which the NEO is already entitled, including the value of equity awards that have already vested and distributions from qualified retirement plans.

  120. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). Our median employee compensation in 2023 as calculated using Summary Compensation Table requirements was $129,123. Our Chief Executive Officer’s 2023 compensation as reported in the Summary Compensation Table was $2,927,558. Therefore, our CEO Pay Ratio is approximately 23 to 1.

  121. Methodology and Pay Ratio

    Methodology and Pay Ratio We identified the median employee using our employee population on December 1, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the actual cash compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 1, 2023, the annual base pay and actual bonus or commission paid in 2023 for Fiscal Year 2022 performance. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s actual total direct compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  122. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  123. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1 (1)(2)(3) ($) | Compensation Actually Paid to PEO 2 (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($Thousands) | Core PPNR ($ Thousands)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | — | 2,927,559 | — | 2,687,710 | 1,165,745 | 1,191,371 | 116.36 | 96.65 | 30,789 | 141,990 | | 2022 | — | 2,959,731 | — | 1,668,456 | 918,499 | 777,465 | 124.87 | 97.52 | 61,963 | 105,479 | | 2021 | 396,728 | 4,634,369 | 1,591,669 | 8,174,519 | 1,254,145 | 1,589,521 | 158.84 | 124.06 | 110,311 | 69,907 | | 2020 | 1,604,927 | — | 764,927 | — | 728,501 | 161,192 | 69.76 | 89.69 | (1,722) | 71,023 |

  124. Pay Versus Performance Disclosure

    | (1) Millar Wilson was our PEO in 2020 and from January 1, 2021 through March 19, 2021. Gerald P. Plush has been our PEO since March 20, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  125. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Alberto Peraza | Miguel Palacios | Carlos Iafigliola | Sharymar Calderón | | Miguel Palacios | Alberto Capriles | Miguel Palacios | Carlos Iafigliola | | Alfonso Figueredo | Alfonso Figueredo | Alberto Capriles | Alberto Capriles | | | | Howard Levine | Howard Levine | | | | | Juan Esterripa |

  126. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  127. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  128. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Gerald P. Plush ($) | Exclusion of Stock Awards for Gerald P. Plush ($) | Inclusion of Equity Values for Gerald P. Plush ($) | Compensation Actually Paid to Gerald P. Plush ($) | | 2023 | 2,927,559 | (1,083,346) | 843,497 | 2,687,710 |

  129. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,165,745 | (402,737) | 428,363 | 1,191,371 |

  130. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  131. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Gerald P. Plush ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Gerald P. Plush ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Gerald P. Plush ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Gerald P. Plush ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Gerald P. Plush ($) | Total - Inclusion of Equity Values for Gerald P. Plush ($) | | 2023 | 890,797 | (121,865) | — | 74,565 | — | 843,497 |

  132. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 437,437 | (9,985) | — | 911 | — | 428,363 |

  133. Pay Versus Performance Disclosure

    | (4) Cumulative Total Shareholder Return (“TSR”) for each fiscal year is measured over a period running from the last trading day before the covered fiscal year began, through and including the end of the covered fiscal year, calculated assuming reinvested dividends. The comparison assumes an initial fixed investment of $100 in the Company’s common stock on December 31, 2019. The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  134. Pay Versus Performance Disclosure

    | (5) We determined Core PPNR to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Core PPNR is a non-GAAP measure and is calculated as net income attributable to the Company plus provision for (reversal of) credit losses, provision for income tax expense and non-routine noninterest expense items less non-routine noninterest income items. For more information on Core PPNR, please see the section titled “ 2023 Annual Cash Incentive ” in the Compensation Discussion & Analysis in this proxy statement. |

  135. Pay Versus Performance Disclosure

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Core PPNR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Core PPNR during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  136. Pay Versus Performance Disclosure

    | Core PPNR Core Efficiency Ratio Relative TSR Non-performing Loans/Total Loans Growth in Average Total Core Deposits |

  137. Pay Versus Performance Disclosure

    Our non-employee director compensation is determined by the Board based upon the recommendation of the Compensation Committee, which are determined based on input from the Compensation Committee’s compensation consultant, market data (including the Company’s peer group), governance trends and best practices. See the section titled “Executive Compensation-Compensation Consultant”. The Board uses a combination of cash and stock-based compensation to attract qualified candidates to serve as directors and to compensate them for their service. In setting the compensation of non-employee directors, the Compensation Committee and the Board consider the significant amount of time that the Board and its Committees are expected to expend, the workload and responsibility, the skills, knowledge, and understanding needed for service on the Board, and the types and amounts of director pay of our identified peer group. The Compensation Committee and the Board annually review non-employee director compensation, and the Board, upon the recommendation of the Compensation Committee, has from time to time changed the amounts and forms of director pay. Our overall director compensation was updated effective January 1st 2023 by increasing the amount of the annual equity grant from $50,000 to $60,000. In addition, effective July 1, 2023, the Compensation Committee approved the annual cash retainer per membership and annual cash Chair retainer for the Bank’s board level Trust Committee. The creation of this Trust Committee, which is responsible for overseeing the Bank’s Trust Department, was approved by the Board of Directors of the Bank in June 2023. Except for the annual cash retainer of $25,000 (payable in equal monthly installments) for the Lead Independent Director that was approved effective June 2022 in connection with the update to our Board leadership structure, whereby our President and Chief Executive Officer also serves as Chairman, all cash retainers remain unchanged from the levels set since June 2021. Non-Employee Director Compensation Structure

  138. Pay Versus Performance Disclosure

    | Annual Retainer paid to all Non-Employee Directors for Board Service in 2023 | | | Cash retainer for Board service (1) | $46,000 | | Cash retainer per Audit Committee membership (1) | $12,000 | | Cash retainer per all other Company Committee membership (1) | $10,000 | | Cash retainer per Trust Committee membership (Bank) (1) | $5,000 | | Annual Equity Grant (2) | $60,000 | | Committee chair, and Lead Independent Director annual retainer | | | Lead Independent Director retainer (1) | $25,000 | | Annual Audit Committee Chair retainer (1) | $15,000 | | Annual Committee Chair retainer for all other Company Committees (1) | $12,000 | | Annual Committee Chair retainer for Trust Committee (Bank) (1) | $7,500 |

  139. Pay Versus Performance Disclosure

    | (1) Payable in equal monthly installments. |

  140. Pay Versus Performance Disclosure

    | (2) Restricted Stock Units equivalent to $60,000 based on grant day price with one year vesting starting after the annual meeting. |

  141. Pay Versus Performance Disclosure

    When applicable, non-employee directors are also reimbursed for their travel, lodging and related expenses incurred in connection with attending Board, committee, and shareholders meetings as well as any other designated Company events. Mr. Gerald P. Plush who is a director but serves as the Company’s Chairman, President & CEO and therefore is an executive officer of the Company does not receive any compensation for services provided as a director. 2023 Non-employee Director Compensation Table The following table provides information on 2023 compensation for each of our non-employee directors who served during 2023. The table below reflects payments made in connection with service on our Board, the Bank’s Board, the Company’s Board Committees, and the Bank’s Trust Committee as applicable.

  142. Pay Versus Performance Disclosure

    | | Fees Earned or Paid in Cash ($)(*)(1) | Stock Awards ($)(2)(*) | Total (*)($) | | Pamella J. Dana (3) | $122,500 | $59,980 | $182,480 | | Miguel A. Capriles L. | $67,000 | $59,980 | $126,980 | | Samantha Holroyd | $71,000 | $59,980 | $130,980 | | Erin D. Knight | $68,000 | $59,980 | $127,980 | | Gustavo Marturet M. | $69,500 | $59,980 | $129,480 | | John A. Quelch | $67,000 | $59,980 | $126,980 | | John W. Quill (3) | $80,000 | $59,980 | $139,980 | | Ashaki Rucker (3) (4) | $45,122 | $59,980 | $105,102 | | Oscar Suarez (3) | $83,000 | $59,980 | $142,980 | | Millar Wilson (3) | $62,250 | $59,980 | $122,230 | | Gustavo J. Vollmer A. (5) | $33,000 | — | $33,000 |

  143. Pay Versus Performance Disclosure

    | (*) | Amounts rounded to the nearest whole number. |

  144. Pay Versus Performance Disclosure

    | (1) Represents fees paid in cash for services provided to the Company and/or the Bank as a director, including retainers for board and committee service. |

  145. Pay Versus Performance Disclosure

    | (2) After the 2023 annual meeting, effective June 7, 2023, all directors except Mr. Vollmer who did not stand for reelection were each awarded 2,892 stock settled restricted stock units. Such restricted stock unit awards will vest on the first anniversary of the date of grant, provided that the grantee remains in continuous service as a director through the annual meeting of shareholders to be held in 2024. The grant date fair value provided in this column was computed in accordance with FASB ASC Topic 718. Refer to Note 1 “Business, Basis of Presentation and Summary of Significant Accounting Policies” and Note 14 “Incentive Compensation and Benefit Plans” to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 7, 2024 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. |

  146. Pay Versus Performance Disclosure

    | (3) Includes fees for service as Chair of a Board Committee; any committee chair rotation is pro-rated accordingly on a monthly basis. |

  147. Pay Versus Performance Disclosure

    | (4) Ms. Rucker joined the Board on April 17, 2023. |

  148. Pay Versus Performance Disclosure

    | (5) Mr. Vollmer did not stand for reelection at the 2023 annual meeting. |

  149. Pay Versus Performance Disclosure

    | The following table provides information about the outstanding share-based equity awards for each director that served the Company in 2023 that was not a named executive officer as of December 31, 2023: |

  150. Pay Versus Performance Disclosure

    | | Stock Awards | | | Number of Shares or Units That Have Not Vested (#) | | Pamella J. Dana (1) | 2,892 | | Miguel A. Capriles L. (1) | 2,892 | | Samantha Holroyd (1) | 2,892 | | Erin D. Knight (1) | 2,892 | | Gustavo Marturet M. (1) | 2,892 | | John A. Quelch (1) | 2,892 | | John W. Quill (1) | 2,892 | | Oscar Suarez (1) | 2,892 | | Ashaki Rucker (1) | 2,892 | | Millar Wilson (1) | 2,892 | | Gustavo J. Vollmer A. (2) | — |

  151. Pay Versus Performance Disclosure

    | (1) Represents a 2,892-stock settled restricted stock units award granted on June 7, 2023 that will vest on the first anniversary of the award, provided that the grantee remains in continuous service through the annual meeting of shareholders to be held in 2024. |

  152. Pay Versus Performance Disclosure

    | (2) Mr. Vollmer decided to retire from the Board and did not stand for reelection at the 2023 annual meeting and was not awarded any restricted stock units in 2023. |

  153. Pay Versus Performance Disclosure

    Equity Compensation Plan Information We currently maintain two equity compensation plans that provide for the issuance of shares of our common stock to our officers, other employees, and directors: (1) the Amerant Bancorp Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), and (2) the 2018 Equity and Incentive Compensation Plan (the “2018 Equity Plan”). The following table sets forth, as of December 31, 2023, certain information related to the foregoing plans under which shares of our Class A Common Stock are authorized for issuance:

  154. Pay Versus Performance Disclosure

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | 487,906(1) | —(2) | 2,847,629(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 487,906 | — | 2,847,629 |

  155. Pay Versus Performance Disclosure

    | (1) Includes the number of unissued shares subject to outstanding RSU awards to certain executives and other employees and the Company directors as well as the number of unissued shares subject to outstanding PSU awards (assuming target performance) to certain executives that will be settled in Class A Common Stock. |

  156. Pay Versus Performance Disclosure

    | (2) There is no weighted-average exercise price to report because no options are outstanding under the 2018 Equity Plan and RSUs and PSUs do not have an exercise price. |

  157. Pay Versus Performance Disclosure

    | (3) Consists of 907,736 shares available under the ESPP, and 1,939,893 shares available under the 2018 Equity Plan. |

  158. Pay Versus Performance Disclosure

    Proposal 2 — Say-on-Pay Section 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), requires us to provide our shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of its NEOs as disclosed in this Proxy Statement. The compensation of our NEOs is disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Board believes that the Company’s executive compensation philosophy, policies and procedures provide a strong link between each NEO’s compensation and the Company’s short- and long-term performance. The objective of our executive compensation program is to provide compensation that is competitive, variable based on our performance and aligned with the long-term interests of shareholders. We are asking our shareholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of our NEOs. Accordingly, shareholders are being asked to vote “FOR” the following resolution: “RESOLVED, that the shareholders of Amerant Bancorp Inc. approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure contained in the 2024 Proxy Statement.” Our Board of Directors and our Compensation Committee believe that our commitment to responsible executive compensation practices as demonstrated by the compensation philosophy, policies and procedures as well as the compensation paid to our NEOs as described in the 2024 Proxy Statement justifies a vote by shareholders FOR the resolution approving the compensation of our NEOs. Your vote on this Proposal 2 is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and Compensation Committee value the opinions of the Company’s shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Company will consider its shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NEOS OF THE COMPANY. This proposal requires the favorable vote of the majority of votes cast for approval at the Annual Meeting by holders of our shares of Class A Voting Common Stock. Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm At the recommendation of the Audit Committee, the Board has appointed RSM US LLP (“RSM”), an independent registered public accounting firm and our independent auditor for the year ended December 31, 2023, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. This will be the fifth year that RSM will serve as our independent registered public accounting firm. The Audit Committee pre-approves any engagement of RSM and has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm and nominate an independent registered public accounting firm for shareholder approval. Representatives from RSM are expected to be present at the Annual Meeting, be available to respond to appropriate questions and have an opportunity to make a statement, if desired. Although shareholder approval of the selection of RSM is not required by law, the Board believes that it is advisable to give shareholders an opportunity to ratify this selection as a good corporate governance practice. If the shareholders fail to ratify the appointment of RSM, the Audit Committee may reconsider the selection. Independent Registered Public Accounting Firm Fees The following table shows the fees paid or accrued by the Company for the audit and other services for the fiscal years ended December 31, 2023 and 2022, including expenses (in millions):

  159. Pay Versus Performance Disclosure

    | | 2023 | 2022 | | Audit Fees | $1.5 | $1.4 | | Audit-Related Fees | * | * | | Tax Fees (1) | 0.3 | $0.3 | | All Other Fees | — | — | | Total | $1.8 | $1.7 |

  160. Pay Versus Performance Disclosure

    | * Less than $100,000.00. |

  161. Pay Versus Performance Disclosure

    | (1) These tax services are mainly for the preparation of our and our subsidiaries’ annual federal income tax and resident state income tax returns for the tax year ended December 31, 2023 and December 31, 2022. |

  162. Pay Versus Performance Disclosure

    The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services. The Audit Committee considered whether providing non-audit services was compatible with maintaining RSM’s independence.