DEF 14A of Amerant Bancorp Inc., Mar 28, 2025

DEF 14A of Amerant Bancorp Inc.

Filed Mar 28, 2025 · FY20240001193125-25-066664

Open on EDGAR

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

    | Compensation Discussion and Analysis | 36 | | EXECUTIVE COMPENSATION TABLES | 53 | | PAY VERSUS PERFORMANCE | 65 | | DIRECTOR COMPENSATION | 70 | | EQUITY COMPENSATION PLAN INFORMATION | 73 | | PROPOSAL 2 - SAY-ON-PAY | 74 | | PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 75 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 77 | | ADDITIONAL INFORMATION | 82 | | EXHIBIT A | 83 |

  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: 66 Director since: 2019 | Chairman, President, and Chief Executive Officer of Amerant Bancorp | CH | 0 | | | | | | Pamela J. Dana Age: 62 Director since: 2007 | Senior Advisor at the Institute for Human & Machine Cognition | LID | 0 | | ● | (C) | | | Odilon Almeida Junior** Age: 63 Director since: 2025 | Managing Principal of AJ Holdings Co | I | 1 | | | | | | Erin D. Knight Age: 48 Director since: 2022 | President of Monument Capital Management | I | 0 | ● | | ● | | | Lisa Lutoff-Perlo** Age: 67 Director since: 2025 | Former President & CEO of Celebrity Cruises, Inc. | I | 1 | | | | | | Gustavo Marturet M. Age: 59 Director since: 2015 | Owner and CEO of Martuga Corporation | I | 0 | ● | ● | | | | John W. Quill Age: 71 Director since: 2019 | Consultant to the International Monetary Fund (“IMF”) | I | 0 | ● | | | (C) | | Ashaki Rucker Age: 53 Director since: 2023 | Senior Vice President, Human Resources for NBCUniversal Telemundo Enterprises & Latin America | I | 0 | | (C) | | ● | | Oscar Suarez Age: 64 Director since: 2022 | Former Partner, Ernst & Young (EY) | I | 0 | (C) | ● | | | | Millar Wilson Age: 72 Director since: 1987 | Former Chief Executive Officer, Amerant Bancorp | I | 0 | | | | ● |

  4. Director nominees

    | ** As of the date of this proxy statement the Board has not appointed Mr. Almeida Junior and Mrs. Lutoff-Perlo to serve on any committees of the Board. |

  5. 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

  6. Director nominees

    | * In accordance with the listing standards of the New York Stock Exchange (the “NYSE”) and the applicable rules of the Securities and Exchange (the “SEC”) Commission. |

  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. Miguel A. Capriles L., who has been a Director since 2003, will not stand for reelection and as a result Mr. Capriles L.’s term as director of the Company will end immediately before the Annual Meeting. Upon the expiration of Mr. Capriles L’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 “Governance Committee”), the ten individuals 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, Knight, Lutoff-Perlo and Rucker and Messrs. Almeida Junior, Marturet M., Quill, Suarez and Wilson, qualify as independent directors in accordance with the applicable independence requirements of the NYSE. Mr. Almeida Junior and Mrs. Lutoff-Perlo were identified as directors by a third-party search firm engaged by the Company, and were appointed to our Board on January 22, 2025. 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. Until the end of 2024, under the applicable NYSE listing standards, Mr. Wilson could not qualify as an independent director as he was employed by the Company until March 19, 2021. Specifically, under the NYSE listing standards a director is not independent if the director has been an employee of the Company within the last three years; or if the director had received during any twelve-month period within the preceding three years more than $120,000 in direct compensation from the Company, excluding director compensation. The three-year period since Mr. Wilson was employed by the Company ended on March 18, 2024, and the twelve-month period within the last three-years since Mr. Wilson received more than $120,000 in direct compensation from the Company (excluding director compensation) ended on December 31, 2024. In January of 2025, the Governance Committee and the Board, after considering relevant facts, made a subjective determination that no relationships exist, which, in the opinion of the Governance Committee and the Board, would interfere with Mr. Wilson’s exercise of independent judgment in carrying out his responsibilities as 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 Amerant 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 shorter tenured 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 chart below provides information regarding our director nominees skills and experience that we consider to be most relevant based on our business, our strategy and risks. Our director nominees have different backgrounds and experiences, and each of them possesses other personal attributes not identified below. Immediately below the chart there is additional information on the reasons we consider such knowledge, skills and experience as relevant. Each director also contributes other important qualifications, expertise, experience, and viewpoints; the fact that a nominee is not designated as having a particular skill or attribute does not mean that the nominee completely lacks experience regarding that skill or attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area.

  10. Director nominees

    | | | | | | | | | | | | | | Skills & Attributes | | | | | | | | | | | | | Public Company C-Suite Experience | • | | • | | • | | | • | | • | 5/10 | | Finance & Accounting | • | • | • | • | • | • | • | | • | • | 9/10 | | Risk Management & Oversight | • | • | • | • | | • | • | | • | • | 8/10 | | Financial Services & Banking | • | • | • | • | | • | • | • | | • | 8/10 | | Public Company Governance | • | • | • | • | • | • | • | • | • | • | 10/10 | | Human Capital Management/Compensation | • | • | • | • | • | • | | • | | • | 8/10 | | Technology & Digital Transformation | • | | • | | | • | | | • | | 4/10 | | Cybersecurity | • | | • | | | | | | | | 2/10 | | Business/Market Knowledge | • | | • | • | • | • | | | • | • | 6/10 | | Mergers & Acquisitions | • | | • | | | • | | | • | | 4/10 | | 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

    | Public Company C-Suite Experience | Finance & Accounting | | Having directors with experience serving as senior executives running public companies is deemed important as it enhances our Board’s perspectives on the Company’s operations and challenges. | We measure our performance using several financial metrics and are subject to complex financial reporting and accounting requirements. Having relevant experience in finance and accounting helps our directors to more effectively evaluate our performance and oversee our financial reporting. |

  12. Director nominees

    | Risk Management & Oversight | Financial Services & Banking | | Effective risk management is essential in banking and our board plays a critical role in the oversight of risk. We value directors with risk management experience in the banking industry and other businesses generally, who understand the most significant risks we face. | Directors with experience in our industry provide our Board with relevant and valuable insight into the Company’s strategy, challenges and opportunities. |

  13. Director nominees

    | Public Company Governance | Human Capital Management/Compensation | | We value Directors with relevant experience in public company corporate governance as it enhances the Board’s ability to oversee our operations and management. | Our ability to attract, retain, develop and motivate our team members, including our executive officers, is one of the keys to our success. We value directors with experience in compensation and talent management and development. |

  14. Director nominees

    | Technology and Digital Transformation | Cybersecurity | | As our strategy calls for leveraging our technology ecosystem to develop digital solutions that deliver a superior experience for our customers, we value directors with experience in technology strategies, and digital innovation and transformation, which helps the Board critically evaluate our technology and digital transformation strategies. | We rely on information technology systems to conduct our business and deliver products and services for our customers. We value directors with experience in mitigating and managing cybersecurity risk as it helps enhance the Board’s oversight of technology and cybersecurity risks. |

  15. Director nominees

    | Business/Market Knowledge | Mergers & Acquisitions | | The Florida banking markets in which we do business are highly competitive. We value directors that are familiar with the markets we serve and have experience in developing and deploying business strategies and building customer relationships. | Consolidation is common in the financial and banking industry. We may evaluate strategic opportunities in the future and value directors with experience with mergers and acquisitions. |

  16. 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. In connection with his or her election to the Company’s Board, these nominees are expected to also be elected to the board of the Company’s wholly-owned bank subsidiary, Amerant Bank, N.A. (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 Governance Committee to recommend that person as a nominee to serve as a director of the Company.

  17. Director nominees

    | Gerald P. Plush, 66 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 37 years of c-suite level leadership experience in the banking and financial services industry, having served in previous prominent 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 • SEVP and Managing Director, Corporate Development & Acquisitions (2004- 2006), CFO North America (2003-2004) and CFO US Credit Card Business (1999-2003) MBNA America OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT • Member of the board of the FIFA World Cup 2026™ Miami Host Committee • Member of the CEO Council of the Greater Ft. Lauderdale Alliance • Member of the Broward Workshop • Member of the Florida Council of 100 • 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 Directorship Certification (NACD.DC®) by the National Association of Corporate Directors (NACD) and also Holds a Certificate in Cybersecurity Oversight from the NACD Mr. Plush provides the Board with broad perspective on the Company’s strategies, challenges, and opportunities; Mr. Plush also brings over 37 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. |

  18. Director nominees

    | Pamella J. Dana, 62 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 Strategic Officer and Chief of External Affairs 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 (1996) • Master’s in Administration, Planning and Policy from Harvard University (1988) • Bachelor’s degree in Sociology and Social Work from California State University, Chico (1987) • Henry R. Luce Scholar (1991), J. William Fullbright Scholar (1994) • Holds a Directorship Certification (NACD.DC®) by the 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. |

  19. Director nominees

    | Odilon Almeida Junior, 63 Director Since: 2025 AMTB Committees: As of the date of this proxy statement the Board has not appointed Mr. Almeida Junior to serve on any committees of the Board Other U.S.-Listed Company Directorships: • Current: NCR Atleos Corporation (NYSE: NATL) • Former: ACI Worldwide Inc. (NASDAQ: ACIW) Millicom Telecom International (NASDAQ: TIGO) | KEY EXPERIENCE AND QUALIFICATIONS • Highly accomplished CEO with global expertise in payment solutions and digital transformation, with a strong track record of value creation in the financial, fintech and technology sectors. He has led global organizations, setting their strategy and delivering growth acceleration via organic expansion and the acquisition and integration of new businesses. CAREER HIGHLIGHTS • Operating Partner, Advent (2023 – Present) • Chief Executive Officer, President and Board member, ACI Worldwide, Inc. (2020-2022) • President, Western Union Global Money Transfer (2017–2019) • President, Americas and Europe, Western Union Company (2014–2017) • President, Americas, Western Union Company (2013–2014) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Various other senior positions with Western Union (NYSE: WU) from 2002 to 2013 • Founder and CEO, ADDventure, Inc. (2001–2002) • Chief Marketing Officer and Vice President, Digital Ventures, BankBoston International (1998–2001) • Member of the Board of Directors of NCR Atleos Corporation, where he serves on the Audit and Nominating and Governance Committees (2023 - present) • Member of the Board of Directors of ACI Worldwide. Inc. (NASDAQ: ACIW) (2020–2022) • Member of the Board of Directors of Millicom Telecom International (NASDAQ: TIGO) (2015–2023) EDUCATION • Masters of Business Administration, Fundacao Getulio Vargas, Sao Paulo – Brazil – 1986 • Bachelor’s Degree in Civil Engineering, Universidade de Sao Paulo – Brazil – 1982 • Other post-graduate education at the Massachusetts Institute of Technology. Harvard Business School, The Wharton School and the International Institute of Management Mr. Almeida brings extensive experience in executive leadership, operations, strategy, payments, digital transformation, and business integration, as well as significant corporate governance expertise from his professional background and service on both public and private boards. He is widely known, highly regarded, and respected in the Florida market, and he brings substantial CEO and business acumen to our Board. |

  20. Director nominees

    | Erin D. Knight, 48 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 • Holds a Directorship Certification (NACD.DC®) by the NACD 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. |

  21. Director nominees

    | Lisa Lutoff-Perlo, 67 Director Since: 2025 AMTB Committees: As of the date of this proxy statement the Board has not appointed Ms. Lutoff-Perlo to serve on any committees of the Board Other U.S.-Listed Company Directorships: • Current: AutoNation, Inc. (NYSE: AN) • Former: None | KEY EXPERIENCE AND QUALIFICATIONS • Highly accomplished former C-suite executive with significant business operations and senior executive management experience coupled with relevant corporate governance and financial reporting oversight experience from her service as director of publicly traded and privately held companies. CAREER HIGHLIGHTS • Vice Chair, External Affairs, Royal Caribbean Group (2023-2024) • President and Chief Executive Officer, Celebrity Cruises Inc. (2014–2023) • Executive Vice President, Operations, Royal Caribbean International (2012–2014) • Senior Vice President, Hotel Operations, Celebrity Cruises Inc. (2007–2012) • Vice President, Onboard Revenue, Celebrity Cruises Inc. (2005–2007) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE • Various senior positions with Royal Caribbean International from 1985 to 2005 • Former President and Chief Executive Officer, FIFA World Cup 2026 Miami Host Committee (2024) • Member of the Board of Directors of AutoNation, Inc., where she serves on the Audit and Corporate Governance and Nominating Committees (2020-present) • Chairwoman of the Board of Directors of Hornblower Group, where she serves on the Compensation Committee (2024-present) • Former Chairwoman of the Board and Board member for the United Way of Broward County (2010-2024) • Member of the Board of Directors St. Mary’s Medical Center (West Palm Beach, FL) (Private) (2016–2018) • Former member of the Broward Workshop (2018–2023) • Former member of the International Board of Best Buddies (2016–2019) EDUCATION AND OTHER CERTIFICATIONS • Executive Leadership Program Certificate, Wharton School of Business, University of Pennsylvania Ms. Lutoff-Perlo brings extensive operations, senior executive management and corporate governance experience from her professional, public and private board service. She is well known, highly regarded and respected in the markets we serve in the Florida market and brings extensive C-Suite and operations experience to our Board. |

  22. Director nominees

    | Gustavo Marturet M., 59 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 Internacional (since 2025) • 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 has significant experience in wealth management, banking, and U.S. capital markets, including extensive knowledge in providing wealth management and banking services to international customers, which are very valuable to our Board. |

  23. Director nominees

    | John W. Quill, 71 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. |

  24. Director nominees

    | Ashaki Rucker, 53 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 bringing three decades of expertise in human capital strategy, talent management, executive compensation, organizational development, and change management. CAREER HIGHLIGHTS • Senior Vice-President, Human Resources at NBCUniversal Telemundo Enterprises (since 2019) • Vice-President, Human Resources for NBCUniversal Global Distribution and International (2017-2019) • Vice-President, Human Resources Supply Chain Management and HR 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 • Holds a Directorship Certification (NACD.DC®) by the NACD Ms. Rucker has significant human capital management across the financial services, media and entertainment and supply chain industries within Fortune 500 organizations. She brings significant expertise in human capital strategy, executive compensation, talent management, leadership development and change management at the C-suite executive level to the Company and the Board. |

  25. Director nominees

    | Oscar Suarez, 64 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 who 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. |

  26. Director nominees

    | Millar Wilson, 72 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 Financieros (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 experience and current director experience will continue to assist the Board as we expand our business and build upon our strategy. |

  27. 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 Governance 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, 2024, the Board held eighteen meetings. In addition, the Board held a two-day special session in the third quarter of 2024 to discuss the strategy for the 2025-27 period. In 2024, the Board held more meetings than previous years due mainly to the sale of the Bank’s Houston franchise and the capital raise completed by the Company in the third quarter of 2024. Other than Mr. Quelch (see explanation below), all directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2024 and (ii) the meetings of any committees held during their tenure as members of such committees during 2024. Mr. Quelch, who did not stand for reelection in the annual meeting held in May 2024, was unable to attend the meetings of the Board and of the Audit and Corporate Governance, Nominating and Sustainability Committees held between January and the end of April 2024 due to professional commitments outside of the United States of America. The Board’s unwritten policy regarding director attendance at the annual meeting of shareholders is that directors are encouraged but not required to attend the annual meeting. All of the then-incumbent members of the Board participated in the 2024 annual meeting of shareholders. Executive Sessions of the Independent Directors 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. Pamella J. Dana, 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 four times in executive session without management in 2024. Director Orientation and Continuing Education Our director education program assists Board members in fulfilling their responsibilities. To facilitate integration into their roles, the Governance 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 and compliance 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 2024, directors were provided with education on subjects including the following: state of banking and industry trends; climate risks and opportunities for banks; understanding and protecting against the risks of generative AI; 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 of 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 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 2024 by each Committee are set forth below:

  28. Director nominees

    | Director Nominee | Ind.* | Audit | Compensation Committee | Governance Committee | Risk | | Pamela J. Dana | I | | ● | (C) | | | Miguel A. Capriles L.** | I | | | ● | ● | | Odilon Almeida Junior^ | I | | | | | | Erin Knight | I | ● | | ● | | | Lisa Lutoff-Perlo^ | I | | ● | | | | Gustavo Marturet M. | I | ● | ● | | | | John W. Quill | I | ● | | | (C) | | Ashaki Rucker | I | | (C) | | ● | | Oscar Suarez | I | (C) | ● | | | | Millar Wilson | *** | | | | ● | | Number of meetings held in 2024 | | 11 | 9 | 9 | 6 |

  29. Director nominees

    | * In accordance with the listing standards of the NYSE and the applicable rules of the SEC. |

  30. Director nominees

    | ^ | As of the date of this proxy statement the Board has not appointed Mr. Almeida Junior and Mrs. Lutoff-Perlo to serve on any committees of the Board. |

  31. Director nominees

    | ** Mr. Capriles L. is not standing for reelection to the Board of Directors at the Company’s Annual Meeting and Mr. Capriles L.’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 7, 2025 |

  32. Director nominees

    | *** Mr. Wilson ceased to be an executive officer of the Company in March 2021 and was not independent under the listing standards of the NYSE in 2024. Since January of 2025, the Board deems Mr. Wilson to be independent, see “Proposal 1 – Election of Directors – Directors and Nominees” in this Proxy Statement. |

  33. Director nominees

    | ● = | Member |

  34. Director nominees

    | I = | Independent |

  35. Director nominees

    | (C) = | Committee Chair |

  36. 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

  37. Compensation and Human Capital Committee

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

  38. Components of Pay

    | Element | Performance Period | Objective | Performance Measured / Rewarded for 2024 | | 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 Return on Average Assets (“ROAA”) • Core Efficiency Ratio • Non-performing assets/total assets • Key initiatives for each NEO (reduced weighting to 30% for 2024, as discussed below) | | 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 | 2024 PSU grants may vest only upon the achievement of relative total shareholder return (“TSR”) over a three-year measurement period |

  39. 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 2024. The percentages of target total direct compensation as calculated above are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the 2024 annual equity grants.

  40. 2024 Say-on-Pay Vote and Shareholder Engagement

    2024 Say-on-Pay Vote and Shareholder Engagement At the 2024 annual meeting of shareholders, our shareholders approved the compensation of our NEOs on an advisory basis, with 79.3% of the votes cast “For” such proposal. The Compensation Committee interpreted this level of shareholder support for the executive compensation program as indicating that investor outreach was needed to better understand the views of certain shareholders with respect to our executive compensation program and their investor experience. Following the 2024 annual meeting of shareholders, we embarked on an investor outreach initiative to solicit input from our shareholders regarding our executive compensation program and plan design. As part of this effort, we reached out to the largest 15 institutional investors, representing approximately 38% of our outstanding shares, to engage with our shareholders’ proxy voting and investor stewardship teams, to gain a better understanding of the perspectives and concerns of these shareholders. We invited shareholders to discuss our executive compensation program and plan design, as well as our corporate governance practices. As a result of our outreach, we spoke to four shareholders, representing approximately 12% of our outstanding shares. Three shareholders representing approximately 6% of our outstanding shares declined to meet with us indicating that they had no questions or concerns at the time. One shareholder indicated a preference to meet closer to the annual meeting date. We did not receive responses from seven other shareholders we contacted. Given the focus of these calls was on executive compensation matters, the Chair of the Compensation Committee, together with the Chief People Officer, the Head of Investor Relations and the Corporate Secretary participated in this effort on behalf of the Company. We received valuable commentary and constructive insights from shareholders we spoke with on a variety of matters and we reported this information to the Compensation Committee and the Board of Directors. In these meetings, our shareholders generally expressed a positive view with respect to our executive compensation program and they shared their views on practices from peer companies that they deemed appropriate. The compensation discussions we had with shareholders included details on the financial metrics utilized and weighting of metrics in the short-term cash incentive compensation program, as well as the use of more than one performance metric for performance based restricted stock units used in our long-term incentive plan. The shareholders we met with also shared their thoughts on how we may enhance disclosures on important governance matters like board evaluations and succession planning process. We have considered the results of our discussions with shareholders in making decisions regarding executive compensation. These conversations confirmed that changes that were already being considered to our executive compensation program were appropriate, and consequently, the Compensation Committee decided to approve changes to some of our compensation practices. The details regarding what we heard from shareholders regarding executive compensation and corporate governance matters at these meetings and our responses to the input received and enhancements made to our compensation practices and plan design are set forth in the table below:

  41. 2024 Say-on-Pay Vote and Shareholder Engagement

    | 2024 Shareholder and investor feedback on Executive Compensation | | | What we heard | Actions taken | | Annual Cash Incentive The preference of investors is to see a lower weight for the key initiatives’ metric (subjective component) of our Annual Cash Incentive. | The Compensation Committee had already taken action to address this matter by decreasing the percentage for the Key Initiatives metric to 30% in 2024 (from 40% in 2023). Now that the focus is on execution of the strategy and no longer on completing transformation, this percentage will further decrease to 20% in 2025. | | Long-Term Incentive Program (LTIP) Investors prefer to see more than one performance metric utilized for PSU awards as opposed to just TSR | Starting in 2025, the PSU awards under the LTIP, will use Return on Average Tangible Common Equity (“ROATCE”) relative to the KBW Regional Banking Index as the performance metric, with a TSR modifier. | | Corporate Governance Investors would like to see additional disclosure related to the: • Board evaluation practices, • Board succession process, and • CEO succession planning. | A discussion of the Board evaluation process is included under “Corporate Governance – Board and Board Committee Performance Evaluations” in this Proxy Statement. In 2024, the Company initiated projects related to CEO and Board succession planning which are disclosed under “Corporate Governance - Succession Planning” and under “Corporate Governance - Identification and Evaluation of Director Candidates” in this Proxy Statement, respectively. |

  42. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has directly engaged Aon as its independent compensation consultant. Aon reports to, and receives its direction from, the Compensation Committee, and a representative of Aon regularly attends Compensation Committee meetings as its independent advisor. Aon 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 Aon’s performance and considering its continued engagement, the Compensation Committee evaluated Aon’s independence and any conflicts of interest in accordance with the applicable SEC rules and the NYSE listing requirements. The Compensation Committee requested and received a report from Aon addressing the independence of Aon and its senior advisors. The Compensation Committee considered Aon’s provision of other services to the Company, the fees paid by the Company to Aon as a percentage of Aon’s total revenue, Aon’s policies and procedures to prevent conflicts of interest, and the confirmation by Aon 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 Aon 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.

  43. 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 2023 for use in establishing 2024 compensation. The peer group was defined using the following criteria:

  44. Peer Group

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

  45. Peer Group

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

  46. Peer Group

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

  47. Peer Group

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

  48. Peer Group

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

  49. Peer Group

    The 2024 compensation peer group consisted of the following companies:

  50. 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. | | National Bank Holdings Corporation | Northfield Bancorp, Inc. | | Peapack-Gladstone Financial Corporation | Provident Financial Holdings, Inc. | | Sandy Spring Bancorp, Inc. | Seacoast Banking Corporation of Florida | | Stellar Bancorp | Stock Yards Bancorp, Inc. | | TowneBank | Trustmark Corporation | | Univest Financial Corporation | Veritex Holdings, Inc. |

  51. Peer Group

    Except for the removal of Lakeland Bancorp and the addition of Stellar Bancorp, the 2024 compensation peer group is identical to the 2023 compensation peer group. Lakeland Bancorp was removed from the 2024 compensation peer group because of its acquisition by Provident Financial Services (a current peer) in May 2023. Stellar Bancorp was added because it is similar in size to Amerant, making it a suitable replacement for Lakeland Bancorp.

  52. Base Salaries

    2024 Annual Cash Incentive Our NEOs are eligible to earn annual cash incentive awards 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 cash incentive 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 cash incentive, 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 2024 target annual cash incentive opportunities for our NEOs, expressed as a percentage of their base salary and as a dollar amount, are detailed in the following table. In consultation with Aon and based on market data and their individual performance, the Compensation Committee determined that the target opportunities for all NEOs would remain unchanged for 2024.

  53. Base Salaries

    | * In accordance with Company policy, that requires employees to be employed at the time of payment to receive an incentive payout under the plan, Mr. Levine did not receive a 2024 annual incentive payout because of his separation from the Company on February 14, 2025, which was prior to the date of the annual incentive payout for all employees. |

  54. 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 aggregate overall weight, as noted above, was increased to 70% of the target annual incentive opportunity for each NEO, for 2024 included: PPNR, growth in average total core deposits, ROAA, efficiency ratio, and non-performing assets over total assets. 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 2024 Company performance goals in February 2024 based on the expectation that performance results would be the same or lower than 2023 because of the anticipated increasing interest rate environment in 2024, the uncertain economic environment, continued increase in expenses due to inflation, and anticipated decrease in core deposits. In June 2024, the Company received regulatory approval for the sale of the Houston Franchise, and that transaction closed in the fourth quarter of 2024. In light of the pending asset sale, the Board modified the 2024 budget to reflect this sale and as a result, the Compensation Committee determined that the original performance targets were no longer appropriate or achievable due to the timing of the closing of the Houston Franchise sale, which was largely outside of the management’s control, due to the required regulatory approval, and not anticipated when the original performance metrics were set. At the July 2024 Compensation Committee meeting, the Compensation Committee approved adjustments to the threshold, target, and maximum goal targets to reflect the updated full-year budget and the expected sale of the Houston Franchise. At this time, the Compensation Committee also decided to measure performance for PPNR, ROAA, and Efficiency Ratio based on our core business considering that several non-routine items were now anticipated to occur in 2024. The goal targets for the Core PPNR, Growth in Average Total Core Deposits, Core ROAA, and Core Efficiency Ratio were revised slightly lower and the goal targets for Non-Performing Assets/Total Assets was increased slightly to reflect the sale of the Houston Franchise. The Compensation Committee believed that the revised metrics represented rigorous but reasonable goals for the business based on the expected results without the inclusion of the Houston Franchise. The adjusted threshold, target and maximum performance levels for each selected Company performance metric (70% of total) and the actual result for each Company performance metric in 2024, which led to an overall payout on the Company metrics at 48% of target, were as follows:

  55. Base Salaries

    | Company Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | 2024 Achievement | 2024 Performance Level | | Core PPNR (millions) (1) | 25% | $108.2 | $127.3 | $146.4 | $125.6 | Below Target | | Growth in Avg. Total Core Deposits | 10% | 4.4% | 4.9% | 5.4% | 3.9% | Below Threshold | | Core ROAA (2) | 15% | 0.66% | 0.78% | 0.89% | 0.43% | Below Threshold | | Core Efficiency Ratio (3) | 10% | 74.9% | 68.1% | 61.2% | 68.5% | Above Target | | Non-Performing Assets / Total Assets | 10% | 0.31% | 0.24% | 0.17% | 1.74% | Below Threshold |

  56. Base Salaries

    Payout Determination The Compensation Committee verifies achievement relative to the target for the Company performance metrics and the individual performance metrics to determine the respective performance levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 2024 annual cash incentive plan payout for each NEO. The total payout under our annual cash incentive plan for each NEO for 2024 is reflected in the table below.

  57. Base Salaries

    | NEOs | Target Annual Incentive | Company Metrics: 70% of Target(*) | Company Metrics: Actual Performance %(*) | Company Metrics: Payout Amount(*) | Individual Metrics: 30% of Target(*) | Individual Metrics: Actual Performance % | Individual Metrics: Payout Amount(*) | Total Achievement as % of Target(*) | Total Annual Incentive Award in 2024(*) | | Mr. Plush | $960,000 | $672,000 | 48% | $322,496 | $288,000 | 137.5% | $396,000 | 74.8% | $718,496 | | Ms. Calderón | $300,000 | $210,000 | 48% | $100,780 | $90,000 | 150% | $135,000 | 78.6% | $235,780 | | Mr. Iafigliola | $315,000 | $220,500 | 48% | $105,819 | $94,500 | 150% | $141,750 | 78.6% | $247,569 | | Mr. Esterripa | $401,250 | $280,875 | 48% | $134,973 | $120,375 | 150% | $180,563 | 78.6% | $315,356 | | Mr. Levine(**) | $401,250 | $280,875 | — | — | $120,375 | — | — | — | — |

  58. Base Salaries

    | (**) | As indicated above, in accordance with Company policy, that requires employees to be employed at the time of payment to receive an incentive payout under the plan, Mr. Levine did not receive a 2024 annual incentive payout because of his separation from the Company on February 14, 2025, which was prior to the date of the annual incentive payout for all employees. |

  59. 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. 2024 Long-Term Incentives For 2024, 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 Aon and based on market data and her or his individual performance, the Compensation Committee determined the 2024 target long-term incentive opportunities as a percentage of base salary for each NEO would remain unchanged. 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, 2024 and ending December 31, 2026. In 2024, our NEOs were awarded the following equity grants:

  60. Long-Term Incentives Program

    | | 2024 Long-Term Incentives | | | | NEOs | Total Target Award Opportunity as a % of Salary | RSUs (#) | Target PSUs (#) | | Mr. Plush | 120% | 25,611 | 25,611 | | Ms. Calderón | 75% | 6,669 | 6,670 | | Mr. Iafigliola | 60% | 7,003 | 7,003 | | Mr. Esterripa | 75% | 8,920 | 8,921 | | Mr. Levine | 75% | 8,920 | 8,921 |

  61. Long-Term Incentives Program

    The 2024 PSUs may be earned and vest upon the achievement of the Company’s TSR during a performance period from January 1, 2024, through December 31, 2026, 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.

  62. 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% |

  63. 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. Starting with the PSUs awarded in 2025, we are using ROATCE relative to members of the KBW Regional Banking Index, which tracks the performance of leading US banking institutions, with a TSR modifier for our performance metric. This change addresses feedback received from shareholders during the engagement process we completed in 2024 and their preference to see multiple performance metrics utilized for PSUs as opposed to just TSR. The change also addresses concerns that utilizing TSR exclusively reflects a narrow view of performance. 2022-2024 PSUs Payouts The PSUs granted in 2022 had a three-year performance period that ended on December 31, 2024. In January 2025, 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 below the 35th percentile, resulting in no payout for the PSUs granted in 2022. Mr. Plush and Mr. Iafigliola were the only two NEOs of the Company with outstanding 2022 PSU awards. If performance had been achieved at the target level, Mr. Plush would have been entitled to receive 14,715 shares of Class A Voting Common Stock of the Company, and Mr. Iafigliola would have been entitled to receive 3,750 shares of Class A Voting Common Stock. Payout percentages at various levels of performance for the 2022-2024 PSUs are illustrated in the table below.

  64. 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% |

  65. Anti-Hedging and Anti-Hedging Policy

    Anti-Hedging and 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 Voting 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. The Company’s insider trading policy was updated in May 2024 to expressly prohibit employees (including officers) and directors from pledging Amerant’s securities in any circumstance, including by purchasing Amerant’s securities on margin or holding Amerant’s securities in a margin account.

  66. Award Grant Timing

    Award Grant Timing The Company does not have a written policy related to the timing of when equity awards are granted during the year. The Compensation Committee currently grants RSUs and PSUs to our executive officers, and RSUs to other key employees and our directors. Equity awards for our executives officers and other key employees under the long-term incentive plan are made on an annual grant cycle in February of each year at a pre-established Compensation Committee meeting following the release of the fourth quarter and full year’s earnings of the previous year. In the case of our directors, the grant date is in May of each year and falls on the date we hold our annual meeting. The Compensation Committee and the Chairman, President and CEO exercising his delegated authority to grant equity awards for recruiting or retention purposes (as explained more fully below), may make off cycle equity awards from time to time on an as-needed basis as circumstances warrant. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Compensation Committee’s practice to generally avoid granting equity awards during a closed window period or during periods in which there is undisclosed material non-public information about the Company. No stock options have been granted by us to our executive officers since we adopted the 2018 Equity and Incentive Compensation Plan, and there are no current plans to grant our executive officers stock options.

  67. Equity Compensation Awards – Delegated Authority

    Equity Compensation Awards – Delegated Authority In January 2024, the Compensation Committee delegated its authority to grant certain equity compensation awards under the 2018 Plan to Mr. Gerald P. Plush, the Company’s Chairman, President and CEO. Under this delegation, Mr. Plush was authorized to grant up to a total of 150,000 shares of Class A Voting Common Stock of the Company for recruiting or retention of key talent, provided that he (i) not use the authorization to grant shares for himself or any other NEO or Section 16 Officer, and (ii) provided a report detailing all the awards granted using this delegated authority is made to the Compensation Committee no less than semi-annually.

  68. 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:

  69. Employment Agreements and Other Arrangements with the NEOs

    | • | An increase in annual base salary to $960,000 beginning January 1, 2024; |

  70. Employment Agreements and Other Arrangements with the NEOs

    | • | 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) prior to a Change in Control, from one and one half (1.5) times to two (2) times the sum of (i) Mr. Plush’s base salary and (ii) the average of the annual bonuses earned by Mr. Plush for the three full years preceding the year in which such termination occurs or, if less than three years, the greater of (A) the average of the annual bonuses earned for all full years preceding the year in which the termination occurs, or (B) if less than one year, Mr. Plush’s target Annual Bonus in effect for the year in which the termination occurs, which sum shall be payable in substantially equal installments over a period of 24 months; |

  71. Employment Agreements and Other Arrangements with the NEOs

    | • | A term life insurance policy that upon death provides $2 million in benefits; and |

  72. Employment Agreements and Other Arrangements with the NEOs

    | • | A covenant not to compete was adjusted to provide a geographical area within 50 miles of the Company’s headquarters. |

  73. Employment Agreements and Other Arrangements with the NEOs

    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 (as indicated above, the Compensation Committee approved the increase of Mr. Esterripa’s base salary to $535,000 beginning January 1, 2024). 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. 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 (as indicated above, the Compensation Committee approved the increase of Ms. Calderón’s base salary to $400,000 beginning January 1, 2024). 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. None of the other NEOs currently have employment agreements with the Company. 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. The CIC agreement executed between the Company and Mr. Levine was superseded by the Separation and General Release Agreement (the “Separation Agreement”) entered into by and between the Company and Mr. Levine on February 14, 2025, see “Mr. Levine’s Separation of Service” in this Proxy Statement. Messrs. Iafigliola, 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 titled “Potential Payments Upon Termination of Change of Control”.

  74. Mr. Levine’s Separation of Service

    Mr. Levine’s Separation of Service As noted above, the Company and Mr. Levine agreed that Mr. Levine would step down from his position on February 14, 2025. In connection with his departure, the Company entered into the Separation Agreement. Under the terms of the Separation Agreement, Mr. Levine is entitled to receive: (i) the cash equivalent value equal to the underlying market value per share of Mr. Levine’s 13,398 restricted stock units that become vested pursuant to Section 5(b) of Mr. Levine’s Performance-based and Time-based Restricted Stock Unit Agreement as of the separation date; (ii) the continuation of base salary for a period of (12) months after the separation date, less applicable taxes and deductions, paid in accordance with the Company’s regular payroll cycle and process; and (iii) an amount equal to the value of up to twelve (12) months of the Company’s share of the COBRA premiums for the group health plan under which Mr. Levine was covered immediately prior to the separation date, less all applicable withholding taxes, payable in substantially equal installments during the twelve (12)-month period following the separation date for so long as Mr. Levine continues COBRA coverage. In addition, Mr. Levine will be paid all accrued wages through the separation date, less applicable payroll deductions, and his health benefits, if any, will terminate on February 28, 2025. The Company shall cease making any of the foregoing payments during the twelve (12) months after the separation date in the event Mr. Levine breaches any of the non-competition provisions set forth in the Separation Agreement, or any other provisions set forth in the Separation Agreement. As consideration for the foregoing, Mr. Levine agreed to a general release of all claims against the Company, the Bank and their affiliates, as well as to be bound by customary covenants relating to confidentiality, return of property, non-disparagement, and non-competition and non-solicitation.

  75. 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, 2024, 2023, and 2022.

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(*) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($)(*) | | Gerald P. Plush | 2024 | 960,000 | — | 1,111,517 | 718,496 | 48,854 | 2,838,867 | | Chairman, President and | 2023 | 900,000 | — | 1,083,346 | 895,484 | 48,729 | 2,927,559 | | Chief Executive Officer | 2022 | 895,000 | — | 994,847 | 1,006,794 | 63,090 | 2,959,731 | | Sharymar Calderón (5) | 2024 | 400,000 | — | 289,456 | 235,780 | 17,567 | 942,802 | | Senior Executive Vice President | 2023 | 268,883 | — | 377,705 | 156,671 | 10,998 | 814,257 | | and Chief Financial Officer | | | | | | | | | Carlos Iafigliola (6) | 2024 | 525,000 | — | 303,930 | 247,569 | 15,982 | 1,092,481 | | Senior Executive Vice President | 2023 | 465,000 | — | 279,840 | 277,600 | 9,138 | 1,031,578 | | and Chief Operating Officer | 2022 | 433,675 | — | 355,478 | 243,890 | 20,012 | 1,053,055 | | Juan Esterripa (7) | 2024 | 535,000 | — | 387,149 | 315,356 | 60,976 | 1,298,480 | | Senior Executive Vice President | 2023 | 336,458 | 400,000 | 724,956 | 238,460 | 104,528 | 1,804,402 | | and Chief Commercial Banking | | | | | | | | | Officer | | | | | | | | | Howard Levine (8) | 2024 | 535,000 | — | 387,149 | — | 34,529 | 956,678 | | Former Senior Executive | 2023 | 475,000 | — | 357,352 | 336,650 | 32,220 | 1,201,222 | | Vice President and | 2022 | 247,500 | — | 149,972 | 173,071 | 21,317 | 591,860 | | Chief Consumer Banking Officer | | | | | | | |

  77. Summary Compensation Table

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

  78. 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. |

  79. Summary Compensation Table

    | (2) 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: $803,289 for Mr. Plush, $209,205 for Ms. Calderón, $219,649 for Mr. Iafigliola, $279,807 for Mr. Esterripa, and $279,807 for Mr. Levine. Dividend equivalents accrue on these PSUs subject to the same performance-based vesting requirements as these PSUs. |

  80. Summary Compensation Table

    | (3) The amounts shown in this column represent the annual cash incentive amounts earned by the NEOs for 2024 under the annual cash incentive plan, as described in the section titled “2024 Annual Cash Incentive” in the CD&A. As noted above in the CD&A, Mr. Levine did not receive a 2024 annual cash incentive payout due to his separation from the Company prior to the bonus payout in accordance with Company policy. |

  81. Summary Compensation Table

    | (4) The amounts reported in this column for 2024 for our NEOs reflect the following: |

  82. Summary Compensation Table

    | Name | 401(k) Company Match ($)(A) | Life Insurance ($)(B) | Perquisites ($)(C) | Total ($)(*) | | Gerald P. Plush | 17,250 | 30,884 | 720 | 48,854 | | Sharymar Calderón | 16,269 | 638 | 660 | 17,567 | | Carlos Iafigliola | 14,600 | 662 | 720 | 15,982 | | Juan Esterripa | 17,250 | 1,313 | 42,413 | 60,976 | | Howard A. Levine | 17,250 | 1,559 | 15,720 | 34,529 |

  83. Summary Compensation Table

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

  84. Summary Compensation Table

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

  85. Summary Compensation Table

    | (B) For Mr. Plush, the amount includes the premium the Company pays on the individual life insurance policy. For the NEOs other than Mr. Plush, amounts include the gross-up payments related to imputed income from the split-dollar life insurance plan (BOLI). Mr. Plush does not receive this gross-up payment. See the section titled “Broad-Based Benefits and Perquisites-Life Insurance Benefits” in the CD&A for additional information on this benefit. |

  86. Summary Compensation Table

    | (C) Amounts include cellular phone payments ($720) for Mr. Plush; cellular phone payments ($660) for Ms. Calderón; cellular phone payments ($720) for Mr. Iafigliola; car allowance ($15,000) and cellular phone payments ($720) for Mr. Levine; and car allowance ($15,000), cellular phone payments ($720), and club membership ($26,693) for Mr. Esterripa. |

  87. Summary Compensation Table

    | (5) 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 proxy statement. Therefore, her compensation data for 2022 is 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. |

  88. Summary Compensation Table

    | (6) 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. |

  89. Summary Compensation Table

    | (7) 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 proxy statement. Therefore, his compensation data for 2022 is not included in this table. |

  90. Summary Compensation Table

    | (8) Mr. Levine was appointed to his position with the Company effective June 8, 2022. |

  91. Summary Compensation Table

    For the purpose of business entertainment, the Company has season tickets to certain sporting events. While these tickets are primarily used for business entertainment, they may from time to time be made available to NEOs and other employees. No compensation value for such tickets is included in the tables above.

  92. 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, 2024.

  93. 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 | | 480,000 | 960,000 | 1,440,000 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 12,806 | 25,611 | 38,417 | — | 535,526(5) | | | 2/16/2024 | — | — | — | — | — | — | 25,611 | 575,991(6) | | Sharymar Calderón | | 150,000 | 300,000 | 450,000 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 3,335 | 6,670 | 10,005 | — | 139,470 (5) | | | 2/16/2024 | — | — | — | — | — | — | 6,669 | 149,986 (6) | | Carlos Iafigliola | | 157,500 | 315,000 | 472,500 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 3,502 | 7,003 | 10,505 | — | 146,433(5) | | | 2/16/2024 | — | — | — | — | — | — | 7,003 | 157,497(6) | | Juan Esterripa | | 200,625 | 401,250 | 601,875 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 4,461 | 8,921 | 13,382 | — | 186,538 (5) | | | 2/16/2024 | — | — | — | — | — | — | 8,920 | 200,611 (6) | | Howard Levine | | 200,625 | 401,250 | 601,875 | — | — | — | — | — | | | 2/16/2024 | — | — | — | 4,461 | 8,921 | 13,382 | — | 186,538(5) | | | 2/16/2024 | — | — | — | — | — | — | 8,920 | 200,611(6) |

  94. 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 cash incentive plan. 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. |

  95. 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. |

  96. 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 2024. |

  97. Grants of Plan Based Awards Table

    | (4) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2024. |

  98. 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. |

  99. 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, 2024. |

  100. 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 current employment agreement with Mr. Plush provides for a three-year term beginning on January 1st, 2024, and provides for automatic one-year extensions unless expressly not renewed. Under this agreement, Mr. Plush receives a base salary (reviewed at least annually by the Compensation Committee and can be increased but not decreased), an annual performance bonus, a covenant not to compete was adjusted to provide a geographical area within 50 miles of the Company’s headquarters and is eligible to receive equity-based awards. Mr. Plush is also entitled to participate in all employee benefit plans, practices and programs maintained by the Bank or the Company, accrual of vacation time, car service for all business-related events and meetings, life insurance policy that provides $2 million in benefits, reimbursement for a club membership as well as certain out-of-pocket business, entertainment, and travel expenses. 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. 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.

  101. Outstanding Equity Awards at Fiscal Year-End Table 2024

    Outstanding Equity Awards at Fiscal Year-End Table 2024 The table below sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.

  102. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | | | 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 | 2/16/2022 | 4,905(2) | 109,921 | — | — | | | 2/16/2023 | 12,444(3) | 278,870 | — | — | | | 2/16/2024 | 25,611(4) | 573,943 | — | — | | | 2/16/2022 | — | — | 8,004(5) | 179,367 | | | 2/16/2023 | — | — | 9,907(6) | 222,018 | | | 2/16/2024 | — | — | 13,109(7) | 293,784 | | Sharymar Calderón | 2/16/2022 | 834(8) | 18,690 | — | — | | | 2/16/2023 | 1,667(3) | 37,357 | — | — | | | 6/1/2023 | 4,204(9) | 94,212 | — | — | | | 6/1/2023 | 3,737(9) | 83,746 | — | — | | | 2/16/2024 | 6,669(4) | 149,452 | — | — | | | 6/1/2023 | — | — | 3,314(6) | 74,266 | | | 2/16/2024 | — | — | 3,414(7) | 76,512 | | Carlos Iafigliola | 2/16/2022 | 1,250(2) | 28,013 | — | — | | | 2/16/2022 | 1,000(2) | 22,410 | — | — | | | 2/16/2023 | 3,214(3) | 72,026 | — | — | | | 2/16/2024 | 7,003(4) | 156,937 | — | — | | | 2/16/2022 | — | — | 2,040(5) | 45,710 | | | 2/16/2023 | — | — | 2,559(6) | 57,354 | | | 2/16/2024 | — | — | 3,585(7) | 80,331 | | Juan Esterripa | 4/17/2023 | 13,571(10) | 304,126 | — | — | | | 4/17/2023 | 6,053(10) | 135,424 | — | — | | | 2/16/2024 | 8,920(4) | 199,897 | — | — | | | 4/17/2023 | — | — | 4,811(6) | 107,821 | | | 2/16/2024 | — | — | 4,566(7) | 102,333 | | Howard Levine | 6/8/2022 | 1,725(11) | 38,657 | — | — | | | 2/16/2023 | 4,105(3) | 91,993 | — | — | | | 2/16/2024 | 8,920(4) | 199,897 | — | — | | | 2/16/2023 | — | — | 3,268(6) | 73,233 | | | 2/16/2024 | — | — | 4,566(7) | 102,333 |

  103. Outstanding Equity Awards at Fiscal Year-End Table 2024

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

  104. Outstanding Equity Awards at Fiscal Year-End Table 2024

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

  105. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (1) Based on the closing price of $22.41 per share of the Company’s common stock on the New York Stock Exchange on December 31, 2024, the last day of trading in 2024. |

  106. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (2) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. These RSUs vested on February 16, 2025, subject to such named executive officer’s continued service with us through the vesting date. |

  107. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (3) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-half of the RSUs vested on February 16, 2025 and the other half of the RSUs will vest on February 16, 2026, subject to such named executive officer’s continued service with us through the vesting dates. |

  108. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (4) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-third of the RSUs vested on February 16, 2025, and the other two-thirds of the RSUs will vest in equal installments on each of February 16, 2026 and February 16, 2027, subject to such named executive officer’s continued service with us through each vesting date. |

  109. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (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 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, 2024. These PSUs were unvested as of December 31, 2024, however, as discussed above in the CD&A the PSUs were not earned. |

  110. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (6) 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 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, 2024. 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. |

  111. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (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 2024-2026 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, 2024. 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. |

  112. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (8) Amount disclosed reflects the number of unvested restricted stock held by Ms. Calderón that is subject to time-based vesting. The restricted stock vested on February 16, 2025. |

  113. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (9) Amount disclosed reflects the number of unvested RSUs held by Ms. Calderón that are subject to time-based vesting. One-half of these RSUs will vest on each of June 1, 2025 and June 1, 2026, subject to Mr. Calderón’s continued service with us through each vesting date. |

  114. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (10) Amount disclosed reflects the number of unvested RSUs held by Mr. Esterripa that are subject to time-based vesting. One-half of the RSUs will vest on each of April 17, 2025 and April 17, 2026, subject to Mr. Esterripa’s continued service with us through each vesting date. |

  115. Outstanding Equity Awards at Fiscal Year-End Table 2024

    | (11) Amount disclosed reflects the number of unvested RSUs held by Mr. Levine that were subject to time-based vesting. The RSUs were scheduled to vest on June 8, 2025. However, as noted above in the CD&A, a portion of these RSUs were accelerated and the remainder were forfeited in connection with Mr. Levine’s separation from the Company in February 2025. |

  116. 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, 2024. The NEOs do not hold any options and as a result there were no option exercises during the fiscal year ended December 31, 2024. The data included in the “Option Exercises and Stock Vested” table is compiled based on each transaction date.

  117. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(*) | | Gerald P. Plush | 144,243 | 3,244,025 | | Sharymar Calderón | 6,314 | 140,258 | | Carlos Iafigliola | 16,735 | 376,370 | | Juan Esterripa | 9,806 | 203,965 | | Howard Levine | 3,777 | 82,961 |

  118. Option Exercises and Stock Vested Table

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

  119. 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 and PSUs (including the number of accumulated dividend equivalents that accrued on these PSUs) that vested during 2024. |

  120. Option Exercises and Stock Vested Table

    | (2) The amounts shown in this column reflect the value realized upon vesting of the restricted stock, RSUs, and PSUs (including the value of accumulated dividend equivalents that accrued on these PSUs) 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. |

  121. 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 2024, Messrs. Plush and Iafigliola 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.

  122. 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 | 81,231 | — | 34,111 | — | 350,664 | | Sharymar Calderón | — | — | — | — | — | | Carlos Iafigliola | 41,908 | — | 88,133 | — | 395,510 | | Juan Esterripa | — | — | — | — | — | | Howard Levine | — | — | — | — | — |

  123. Non-Qualified Deferred Compensation Table

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

  124. 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 2024 Summary Compensation Table. |

  125. Non-Qualified Deferred Compensation Table

    | (2) The amounts listed for Mr. Plush includes an aggregate of $11,654, which was reported in our Summary Compensation Table for 2021. |

  126. 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 2024, Messrs. Plush and Iafigliola 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.

  127. 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, 2024. 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. In accordance with SEC rules, in the table below, we are showing the estimated value Mr. Levine would have received if a termination of employment or change in control had occurred on December 31, 2024.

  128. 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”). For 2024, we found no significant changes in either the employee population or employee compensation arrangements that would affect the pay ratio disclosure, allowing us to use the same median employee from last year. However, due to a role change, our prior median employee had anomalous compensation characteristics. We chose to substitute our median employee with another employee with more representative compensation. Our median employee compensation in 2024 as calculated using Summary Compensation Table requirements was $117,937. Our Chief Executive Officer’s 2024 compensation as reported in the Summary Compensation Table was $2,838,867. Therefore, our CEO Pay Ratio is approximately 24 to 1.

  129. Methodology and Pay Ratio

    Methodology and Pay Ratio As disclosed in our 2024 proxy statement, 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.

  130. 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.

  131. 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 ($) | Peer Group TSR ($) | | | | 2024 | — | 2,838,867 | — | 1,750,726 | 1,072,610 | 837,597 | 107.87 | 132.60 | (15,752) | 125,556 | | 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 |

  132. Pay Versus Performance Disclosure

    | (1) Millar Wilson was our PEO 1 in 2020 and from January 1, 2021 through March 19, 2021. Gerald P. Plush has been our PEO 2 since March 20, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  133. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Alberto Peraza | Miguel Palacios | Carlos Iafigliola | Sharymar Calderón | Sharymar Calderón | | Miguel Palacios | Alberto Capriles | Miguel Palacios | Carlos Iafigliola | Carlos Iafigliola | | Alfonso Figueredo | Alfonso Figueredo | Alberto Capriles | Alberto Capriles | Howard Levine | | | | Howard Levine | Howard Levine | Juan Esterripa | | | | | Juan Esterripa | |

  134. 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. |

  135. 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. |

  136. 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 ($) | Compensation Actually Paid to Gerald P. Plush ($) | | 2024 | 2,838,867 | (1,111,517) | 23,376 | 1,750,726 |

  137. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,072,610 | (341,921) | 106,908 | 837,597 |

  138. 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:

  139. 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 ($) | Total -Inclusion of Equity Values for Gerald P. Plush ($) | | 2024 | 864,335 | (559,183) | — | (281,776) | — | 23,376 |

  140. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 265,880 | (135,967) | — | (23,005) | — | 106,908 |

  141. 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, 2024. 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. |

  142. 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 2024. Core PPNR is a non-GAAP measure and is calculated as net income attributable to Amerant Bancorp Inc. 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 “ 2024 Annual Cash Incentive ” section of the Compensation Discussion & Analysis in this proxy statement. |

  143. Pay Versus Performance Disclosure

    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 five most recently completed fiscal years, and the Peer Group TSR over the same period. 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 five most recently completed fiscal years. 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 five 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 2024 to Company performance. The measures in this table are not ranked.

  144. Pay Versus Performance Disclosure

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

  145. 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 changed from time to time the amounts and forms of director pay. Effective January 1, 2024, based on market data and input from the Compensation Committee’s compensation consultant, our director compensation structure was updated as follows: (i) the annual equity grant was increased from $60,000 to $65,000; (ii) the annual cash retainer of the Lead Independent Directors was increased from $25,000 to $35,000; (iii) the annual cash retainer of the Chair of the Audit Committee was increased from $15,000 to $18,000; and the annual cash retainers of the Chairs of the Compensation, Governance and Risk Committees was increased from $12,000 to $15,000. All other cash retainers remained unchanged. Non-Employee Director Compensation Structure

  146. Pay Versus Performance Disclosure

    | Annual Retainer paid to all Non-Employee Directors for Board Service in 2024 | | | 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) | $65,000 | | Committee chair, and Lead Independent Director annual retainer | | | Lead Independent Director retainer (1) | $35,000 | | Annual Audit Committee Chair retainer (1) | $18,000 | | Annual Committee Chair retainer for all other Company Committees (1) | $15,000 | | Annual Committee Chair retainer for Trust Committee (Bank) (1) | $7,500 |

  147. Pay Versus Performance Disclosure

    | (1) Payable in equal monthly installments. |

  148. Pay Versus Performance Disclosure

    | (2) Restricted Stock Units equivalent to $65,000 based on grant day price with one year vesting starting after the annual meeting. |

  149. 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. 2024 Non-employee Director Compensation Table The following table provides information on 2024 compensation for each of our non-employee directors who served during 2024 (Mr. Almeida Junior and Mrs. Lutoff-Perlo were appointed to serve on the Board of the Company in January 2025). 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.

  150. Pay Versus Performance Disclosure

    | | Fees Earned or Paid in Cash ($)(*)(1) | Stock Awards ($)(2)(*) | Total (*)($) | | Pamella J. Dana (3) | $121,000 | $64,986 | $185,986 | | Miguel A. Capriles L. | $66,000 | $64,986 | $130,986 | | Samantha Holroyd (4) | $33,000 | $64,986 | $97,986 | | Erin D. Knight | $68,000 | $64,986 | $132,986 | | Gustavo Marturet M. | $73,000 | $64,986 | $137,986 | | John A. Quelch (5) | $28,333 | — | $28,333 | | John W. Quill (3) | $83,000 | $64,986 | $147,986 | | Ashaki Rucker (3) | $81,000 | $64,986 | $145,986 | | Oscar Suarez (3) | $86,000 | $64,986 | $150,986 | | Millar Wilson (3) | $68,500 | $64,986 | $133,486 |

  151. Pay Versus Performance Disclosure

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

  152. 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. |

  153. Pay Versus Performance Disclosure

    | (2) After the 2024 annual meeting, effective May 8, 2024, all directors except Mr. Quelch who did not stand for reelection were each awarded 2,854 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 2025. 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, 2024 filed with the SEC on March 5, 2025 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. |

  154. Pay Versus Performance Disclosure

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

  155. Pay Versus Performance Disclosure

    | (4) Ms. Holroyd resigned from the Boards of Directors of the Company and of the Bank and from all committees thereof effective June 28, 2024. In accordance with the terms of the applicable agreement, the 2,854 stock settled restricted stock units awarded to Ms. Holroyd on May 8, 2024 were forfeited. |

  156. Pay Versus Performance Disclosure

    | (5) Mr. Quelch did not stand for reelection at the 2024 annual meeting. |

  157. Pay Versus Performance Disclosure

    | The following table provides information about the outstanding share-based equity awards for each director that served the Company in 2024 that was not a named executive officer as of December 31, 2024: |

  158. Pay Versus Performance Disclosure

    | | Stock Awards | | | Number of Shares or Units That Have Not Vested (#) | | Pamella J. Dana (1) | 2,854 | | Miguel A. Capriles L. (1) | 2,854 | | Samantha Holroyd (2) | — | | Erin D. Knight (1) | 2,854 | | Gustavo Marturet M. (1) | 2,854 | | John A. Quelch (3) | — | | John W. Quill (1) | 2,854 | | Oscar Suarez (1) | 2,854 | | Ashaki Rucker (1) | 2,854 | | Millar Wilson (1) | 2,854 |

  159. Pay Versus Performance Disclosure

    | (1) Represents a 2,854-stock settled restricted stock units award granted on May 8, 2024 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 2025. |

  160. Pay Versus Performance Disclosure

    | (2) Ms. Holroyd resigned from the Boards of Directors of the Company and of the Bank and from all committees thereof effective June 28, 2024. In accordance with the terms of the applicable agreement, the 2,854 stock settled restricted stock units awarded to Ms. Holroyd on May 8, 2024 were forfeited. |

  161. Pay Versus Performance Disclosure

    | (3) Mr. Quelch did not stand for reelection at the 2024 annual meeting and was not awarded any restricted stock units in 2024. |

  162. 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, 2024, certain information related to the foregoing plans under which shares of our Class A Voting Common Stock are authorized for issuance:

  163. 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 | 519,462(1) | —(2) | 2,779,285(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 519,462 | — | 2,779,285 |

  164. 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 Voting Common Stock. |

  165. 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. |

  166. Pay Versus Performance Disclosure

    | (3) Consists of 852,329 shares available under the ESPP, and 1,926,956 shares available under the 2018 Equity Plan. |

  167. 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 2025 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 2025 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, 2024, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This will be the sixth 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, 2024 and 2023, including expenses (in millions):

  168. Pay Versus Performance Disclosure

    | | 2024* | 2023* | | Audit Fees | $1.6 | $1.5 | | Audit-Related Fees | $0.2 | ** | | Tax Fees (1) | $0.3 | $0.3 | | All Other Fees | — | — | | Total | $2.1 | $1.8 |

  169. Pay Versus Performance Disclosure

    | * Rounded to the nearest whole number. |

  170. Pay Versus Performance Disclosure

    | ** Less than $100,000.00. |

  171. 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, 2024 and December 31, 2023. |

  172. 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.