DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

AMERANT BANCORP INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

AMERANT BANCORP INC.

220 Alhambra Circle

Coral Gables, FL 33134

LOGO

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

To the Shareholders of Amerant Bancorp Inc.:

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

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

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

The Annual Meeting is for the following purposes:

to elect directors to serve until the 2025 annual meeting of shareholders;

to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers— Say-on-Pay;

to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; and

to transact such other business as may properly come before the meeting or any adjournments thereof.

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

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

(i) vote via the internet;

(ii) vote via the telephone;

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

(iv) vote electronically during the virtual meeting.

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

By Order of the Board of Directors

Gerald P. Plush

Chairman and Chief Executive Officer

March 29, 2024

i LOGO

Table of Contents


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2024			i

PROXY STATEMENT SUMMARY			1

PROPOSAL 1 - ELECTION OF DIRECTORS			5

Directors and Nominees			5

CORPORATE GOVERNANCE			17

REPORT OF THE AUDIT COMMITTEE			30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			31

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			33

EXECUTIVE COMPENSATION			35



Compensation Discussion and Analysis			35

EXECUTIVE COMPENSATION TABLES			49

PAY VERSUS PERFORMANCE			61

DIRECTOR COMPENSATION			66

EQUITY COMPENSATION PLAN INFORMATION			69

PROPOSAL 2 - SAY-ON-PAY			70

PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			71

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			73

ADDITIONAL INFORMATION			78

ii LOGO

LOGO

Proxy Statement Summary

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

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

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

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


Annual Meeting Information
Annual Meeting Information	DATE AND TIME: May 8, 2024 at 8:00 a.m. EDT	LOCATION: Virtual. Visit www.proxydocs.com/AMTB to register	RECORD DATE: March 14, 2024	PROXY MAIL DATE: On or about March 29, 2024

How to Vote	BY INTERNET: Visit the website listed on your proxy card	BY PHONE: Call the telephone number on your proxy card	BY MAIL: Sign, date and return your proxy card in the enclosed envelope	AT THE ANNUAL MEETING: Vote electronically at the virtual Annual Meeting

Voting matters

Shareholders will be asked to vote on the following matters:


Item		Board Recommendation

1.	To elect directors to serve until the 2025 annual meeting of shareholders.	FOR

2.	To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers—Say-on-Pay.	FOR

3.	To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.	FOR

4.	To transact such other business as may properly come before the meeting or any adjournments thereof.	—

1 LOGO

Proxy Statement Summary

Board Structure and Governance Highlights




Director Independence		✓ 8 out of 10 director nominees are independent ✓ Lead independent director ✓ Audit, Governance and Compensation Committees comprised of 100% independent directors ✓ Periodic executive sessions of the independent directors

Board and Committee oversight		✓ Board oversight over corporate strategy ✓ Board and board committee oversight of enterprise risk management framework, cybersecurity, human capital management ✓ Board committee oversight of sustainability program, goals and initiatives

Evaluation		✓ Annual board and board committee self-evaluations ✓ Evaluations of individual directors

Diversity		✓ 40% of our director nominees are female. ✓ 40% of our director nominees are racially or ethnically diverse ✓ Our Lead Independent Director and the chairs of two of our committees are female ✓ The search for new directors emphasizes the consideration of candidates with diverse backgrounds, including race, ethnicity, gender, education, skills and experience

Board practices		✓ Directors may not serve on more than 3 other public company boards ✓ Annual Board and Committee evaluations ✓ No mandatory retirement age, but directors that reached 75 years of age, must tender resignation for the Board to accept or reject

Compensation Policies		✓ Stock ownership guidelines for directors and senior executives ✓ Prohibition on hedging of Company Securities ✓ Change in control and equity award agreements require dual-trigger events ✓ Maintain a clawback policy for executive officers

Shareholder rights		✓ Annual director elections ✓ Majority voting for directors in uncontested director elections ✓ Annual say on pay vote ✓ Shareholder outreach with director availability if requested ✓ Shareholder right to call special meetings ✓ Standard proxy access right

2 LOGO

LOGO

Proxy Statement Summary

Director nominees

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

Director Nominee

Principal Occupation

Ind.*

Other U.S.

Listed
Company
Boards

Board Committees

CHCC

CGNSC

Gerald P. Plush

Age: 65

Director since: 2019

Chairman, President, and Chief Executive Officer of Amerant Bancorp

Pamela J. Dana

Age: 61

Director since: 2007

Senior Advisor at the Institute for Human & Machine Cognition

LID

●

(C)

Miguel A. Capriles L.

Age: 60

Director since: 2003

Chairman and Senior Partner of Prime Portugal.

●

Samantha Holroyd

Age: 55

Director since: 2022

Independent Advisor to Oil and Gas Industry

●

Erin D. Knight

Age: 47

Director since: 2022

President of Monument Capital Management

●

Gustavo Marturet M.

Age: 58

Director since: 2015

Owner and CEO of Martuga Corporation

●

John W. Quill

Age: 70

Director since: 2019

Consultant to the International Monetary Fund (“IMF”)

●

(C)

Ashaki Rucker

Age: 52

Director since: 2023

Senior Vice President, Human Resources for NBCUniversal Telemundo Enterprises & Latin America

(C)

●

Oscar Suarez

Age: 63

Director since: 2022

Former Partner, Ernst & Young (EY)

(C)

●

Millar Wilson

Age: 71

Director since: 1987

Former Chief Executive Officer, Amerant Bancorp

●

3 LOGO

Proxy Statement Summary

CH = Chairperson of the Board

LID = Lead Independent

Director I = Independent

AC = Audit Committee

CHCC = Compensation and Human Capital Committee

CGNSC = Corporate Governance, Nominating & Sustainability Committee

RC = Risk Committee

● = Member

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

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

Board Diversity*


Age		Tenure


Gender		Ethnicity

* Based on non-employee nominee directors

4 LOGO

Proposal 1 — Election of Directors

Directors and Nominees

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

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

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

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

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

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

5 LOGO

Proposal 1 — Election of Directors

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

Plush

Dana

Capriles L.

Holroyd

Knight

Marturet M.

Quill

Rucker

Suarez

Wilson

Total /Average

Skills & Experience

Audit & Accounting

•

9/10

Risk Management & Oversight

•

8/10

Financial Services & Banking

•

8/10

Capital Markets

•

6/10

Business Development &

Marketing

•

7/10

Human Capital Management

•

5/10

Executive Compensation

•

7/10

Corporate Governance

•

10/10

ESG

•

6/10

Technology & Digital Transformation

•

4/10

Cybersecurity

•

1/10

Self-identified Background

Gender

Male

•

60%

Female

•

40%

Demographic background

African American or Black

•

10%

Hispanic or Latino

•

30%

White or Caucasian

•

60%

Information About Director Nominees

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

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

6 LOGO

Proposal 1 — Election of Directors

LOGO

Gerald P. Plush, 65

Chairman, President and

Chief Executive Officer

Director Since: 2019

AMTB Committees:

¾ None

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: Santander

Consumer USA
(NYSE – SC),

Webster Bank
(NYSE – WBS)

KEY EXPERIENCE AND QUALIFICATIONS

¾ Highly experienced and successful senior executive, with over 36 years of c-suite level leadership experience in the banking and financial services industry, having served in previous prominent business and operations roles in other financial institutions.

CAREER HIGHLIGHTS

¾ 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

¾ 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)

¾ CEO of Verdigris Holdings, Inc. (2018)

¾ Chief Administrative Officer (2016-2017) and CFO (2014-2016) of Santander Holdings USA.

¾ President and Chief Operating Officer (2011-2013) and CFO (2006-2013) of Webster Bank

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

¾ Managing Director Corporate Development & Acquisitions (2004- 2006), Chief Financial Officer North America (2003-2004) and CFO US Credit Card Business (1999-2003) MBNA America

¾ Member of the Miami-Dade Beacon Council Board

¾ Member of the Orange Bowl Committee

EDUCATION AND OTHER CERTIFICATIONS

¾ Bachelor of Science degree in Accounting from St. Joseph’s University in Philadelphia, Pennsylvania

¾ Certified Public Accountant and Certified Management Accountant (inactive)

¾ Holds a Certificate in Cybersecurity Oversight from the National Association of Corporate Directors (NACD)

Mr. Plush provides the Board with broad perspective on the Company’s strategies, challenges, and opportunities; Mr. Plush also brings over 36 years of senior executive level leadership experience in the banking industry to the Board and his previous prominent business and operations roles in other financial institutions provide the Company with insightful and relevant information as it continues to build upon its strategy.

7 LOGO

Proposal 1 — Election of Directors

LOGO

Pamella J. Dana, 61

Lead Independent Director

Director Since: 2007

AMTB Committees:

¾ Chair of the Corporate Governance, Nominating and Sustainability Committee

¾ Member of the Compensation and Human Capital Committee

¾ Member of the Trust Committee (Amerant Bank, N.A.)

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ Successful executive and former senior government official with extensive economic, business, leadership, organizational management, policymaking and public affairs experience.

CAREER HIGHLIGHTS

¾ Senior Advisor at the Institute for Human & Machine Cognition, a Florida-based research institute (since 2007)

¾ Vice Chair of board of directors of Triumph Gulf Coast, Inc. (2013-2022)

¾ 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

¾ Trustee of Florida Chamber of Commerce Foundation (since 2007)

¾ Chair of the Scripps Florida Funding Corporation Board and member of the Audit Committee (2007-2022)

¾ Member of the Florida Sports Foundation Board (2011-2019)

¾ Member of the International Economic Development Council (since 2007)

¾ Trustee of the University of West Florida (2006-2009)

¾ Voting member for Florida on the U.S. Gulf of Mexico Fisheries Management Council (2011-2016)

¾ Assistant and Deputy Secretary of the California Trade and Commerce Agency (1995-1999)

EDUCATION AND OTHER CERTIFICATIONS

¾ Ph.D. in International Development and Economics from University of Southern California

¾ Master’s in Administration, Planning and Policy from Harvard University

¾ Bachelor’s degree in Sociology and Social Work from California State University, Chico

¾ Henry R. Luce Scholar (1991), J. William Fullbright Scholar (1994)

¾ Certified Corporate Director by the National Association of Corporate Directors (NACD)

Dr. Dana brings over 30 years of successful senior governmental, economic, business, and university leadership, organizational management, policymaking and public affairs experience to the Board. This experience coupled with her tenure on the Board and her independence are of great value to the Board.

8 LOGO

Proposal 1 — Election of Directors

LOGO

Miguel A. Capriles L., 60

Director Since: 2003

AMTB Committees:

¾ Member of the Corporate Governance, Nominating and Sustainability Committee

¾ Member of the Risk Committee

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ Large shareholder of the Company with extensive senior level executive experience in media and real estate development in Latin America, Spain and Portugal.

CAREER HIGHLIGHTS

¾ Chairman and Senior Partner of Prime Portugal a real estate private equity and asset manager firm in Portugal (since 2022)

¾ Managing Director at Gran Roque Capital a real estate development firm in Spain (2014-2023)

¾ Chairman and President of Cadena Capriles, a newspaper and magazine publisher in Venezuela (1998-2013), where he initiated and led the digital transformation of this traditional media publishing company

OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE

¾ Chairman of Agartha Real Estate a company dedicated to the acquisition, development, and management operation of flexible space office buildings under leading sustainable practices and to providing sustainability and social impact advisory and consulting services in Spain (since 2017)

¾ Member of the Board of Directors of H.L. Boulton, S.A. (since 1999)

¾ Member of the Board of Directors of Abanca Corporacion Bancaria (2014-2016)

¾ Member of the Board of Directors of Mercantil Servicios Financieros (1997-2018)

¾ Former member of the Governing Council of the Instituto de Estudios Superiores de Administracion, IEASA, in Venezuela

EDUCATION

¾ Bachelor’s degree in business administration from Universidad Metropolitana, Caracas, Venezuela

As a long-time director and large shareholder of the Company, Mr. Capriles brings extensive experience with the Company and a shareholder perspective to the Board. Mr. Capriles’ executive experience and real estate development experience also serves to inform the Board’s general decision-making.

9 LOGO

Proposal 1 — Election of Directors

LOGO

Samantha Holroyd, 55

Director Since: 2022

AMTB Committees:

¾ Member of the Corporate Governance, Nominating and Sustainability Committee

¾ Member of the Risk Committee

Other U.S.-Listed Company Directorships:

¾ Current: Chord Energy (NASDAQ – CHRD)

¾ Former: Gulfport Energy Corp (NYSE – GPOR)

Crestwood

EquityPartners

(NYSE– CEQP)

KEY EXPERIENCE AND QUALIFICATIONS

¾ Highly accomplished former executive and current independent advisor for the oil and gas industry with significant risk management experience from her professional experience and corporate governance, M&A, and ESG experience from her service as a director in publicly traded companies.

CAREER HIGHLIGHTS

¾ Sole proprietor of Golden Advisory Services a consulting firm she founded that provides advisory services to the oil and gas industry (since 2020)

¾ Managing Director at Lantana Energy Advisors, an advisory firm specializing in energy transactions, which was a division of SunTrust Robinson Humphrey, Inc. (2018-2020)

¾ Managing Director at TPG Sixth Street Partner, a global finance and investment firm (2016-2018)

¾ Technical Director at Denham Capital Management LP, an energy and resources-focused global private equity firm (2011-2016)

OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE

¾ Member of the Board of Directors of Chord Energy where she chairs the Environmental, Social and Governance Committee and serves on the Audit Committee

¾ Lead Independent Director at Oasis Petroleum (2020)

¾ Former member of the Board of Directors of Crestwood Equity Partners (2022)

¾ Former Global Reserves Audit Manager and Business Opportunity Manager at Royal Dutch Shell PLC

¾ Former Vice President of EIG Global Energy Partners

¾ Former Vice President of Ryder Scott Company

EDUCATION AND OTHER CERTIFICATIONS

¾ Bachelor of Science degree in Petroleum Engineering from the Colorado School of Mines

¾ Holds FINRA Certifications (Series 79 and Series 63)

¾ Certified Corporate Director by the NACD

¾ NACD Certified in ESG

Ms. Holroyd brings extensive risk management experience from her professional experience and public board and corporate governance and M&A experience from her service as a director. Her knowledge and grasp of ESG matters as well as her knowledge of the Houston marketplace are valued by our Company and Board.

10 LOGO

Proposal 1 — Election of Directors

LOGO

Erin D. Knight, 47

Director Since: 2022

AMTB Committees:

¾ Member of the Corporate Governance, Nominating and Sustainability Committee

¾ Member of the Audit Committee

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ 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

¾ 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)

¾ Investor Relations Officer at Monument Capital Management (2019)

¾ Chief Operating Officer for Alexis, a women’s clothing designer, manufacturer, and distributor (2018)

¾ Executive Vice President, Market President Miami-Dade at Stonegate Bank, now Centennial Bank, (2010-2017)

¾ Senior Vice President, Private Banking Miami, Regions Bank, (2003-2010)

¾ Vice President, Private Banking, SouthTrust Bank, now Wells Fargo (2001-2003)

OTHER BOARD SERVICE AND COMMUNITY INVOLVEMENT

¾ 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)

¾ Member of the Board and the Executive Committee of the Baptist Health South Florida Foundation (since 2017)

¾ 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

¾ Bachelor’s degree in political science and business from Florida State University

¾ Holds a National Association of Securities Dealers (NASD) Series 7 license and is a CERTIFIED FINANCIAL PLANNER^™ professional

Ms. Knight experience in banking, real estate management, business operations and portfolio management as well as her knowledge of the communities we serve in Florida bring valuable insights to our Company and Board.

11 LOGO

Proposal 1 — Election of Directors

LOGO

Gustavo Marturet M., 58

Director Since: 2015

AMTB Committees:

¾ Member of the Compensation and Human Capital Committee

¾ Member of the Audit Committee

¾ Member of the Trust Committee (Amerant Bank, N.A.)

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ Successful banking and wealth management executive with significant experience in wealth management, portfolio management, banking and capital and securities markets.

CAREER HIGHLIGHTS

¾ Owner and CEO of Martuga Corporation, a general consulting services company (since 2021)

¾ 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)

¾ Portfolio Manager of the Canepa Equity Select Fund, an investment fund (2012—2017)

¾ Head of Private Banking and Asset Management, Amerant Bank, N.A. (2008–2012)

¾ President and CEO of Amerant Investments, Inc. (2002–2010)

OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE

¾ Director of Canepa Funds ICAV in Dublin, Ireland (2012–2017)

¾ Member of the Board of Directors of Mercantil Servicios Financieros (1997-2018)

EDUCATION AND OTHER CERTIFICATIONS

¾ Master’s degree in international economics from Yale University

¾ Master’s degree in management from Hult University

¾ Bachelor’s degree in economy from Universidad Catolica Andres Bello, Caracas Venezuela

¾ Obtained Series 7, Series 66 and Series 24 NASD licenses (inactive)

Mr. Marturet brings extensive wealth management, banking, and U.S. capital markets experience to the Board.

12 LOGO

Proposal 1 — Election of Directors

LOGO

John W. Quill, 70

Director Since: 2019

AMTB Committees:

¾ Chair of the Risk Committee

¾ Member of the Audit Committee

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ Former national bank examiner with over 40 years of experience brings valuable regulatory, bank supervision and policy perspective.

CAREER HIGHLIGHTS

¾ Consultant to the International Monetary Fund (since 2015)

¾ Senior Financial Sector Expert at the International Monetary Fund (2013-2015)

¾ Deputy Comptroller Office at the Comptroller of the Currency (OCC) (2004-2011)

¾ National Bank Examiner at the OCC (1980-2004)

OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE

¾ Chair of the Interagency Council of the United States Treasury’s Troubled Asset Relief Program (2008–2011)

¾ Member of the Board of Directors of Gibraltar Private Bank & Trust (2015-2018)

EDUCATION

¾ 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.

13 LOGO

Proposal 1 — Election of Directors

LOGO

Ashaki Rucker, 52

Director Since: 2023

AMTB Committees:

¾ Chair of the Compensation and Human Capital Committee

¾ Member of the Risk Committee

Other U.S.-Listed Company Directorships:

¾ Current: None

¾ Former: None

KEY EXPERIENCE AND QUALIFICATIONS

¾ Accomplished senior level executive brings significant expertise in human capital strategy, leadership development, culture, and human capital issues.

CAREER HIGHLIGHTS

¾ Senior Vice-President, Human Resources at NBCUniversal Telemundo (since 2019)

SEC Form DEF 14A filed by Amerant Bancorp Inc.