📜 What This Document Is 💼

This filing is a Proxy Statement (DEF 14A), which is a crucial document that banks and corporations send to their shareholders before an Annual Meeting. Think of it as the instruction manual and agenda for the meeting, detailing exactly what the company wants you to vote on.

👉 The primary purpose is to provide you with all the necessary information—from who the directors are to the company's risk tolerance—so you can vote on governance matters at the upcoming annual meeting.

The meeting is scheduled for June 2, 2026, and will be held in a virtual meeting format only. Shareholders of record at the close of business on April 7, 2026, are entitled to vote.

🗓️ Annual Meeting Information 💻

This section outlines the logistics for the vote. It's critical for shareholders to know when and how they can participate.

👉 The meeting will be held virtually at www.virtualshareholdermeeting.com/AMTB2026, and a recording will be available for 12 months after the meeting.

What you need to vote:

Record Date: April 7, 2026.
Proxy Mail Date: On or about April 21, 2026.
How to Vote: Shareholders have multiple options: via the internet, by phone, mailing a proxy card, or electronically at the meeting.

The four voting matters proposed are:

Election of directors to serve until the 2027 annual meeting.
Approval, on a non-binding, advisory basis, of named executive officer compensation (Say-on-Pay).
Ratification of RSM US LLP as the independent public accounting firm for fiscal year ending December 31, 2026.
Transacting other proper business.

🏦 Amerant Bancorp and its Governance Structure 🌳

Amerant Bancorp Inc. is the company, and this filing details how it is governed. The structure explains who has the ultimate authority over the bank's operations and financial health.

👉 The Board of Directors is responsible for providing effective governance, ensuring the company meets its objectives, and serving the long-term interests of the shareholders.

Key Governance Principles:

The standing committees (Audit, Compensation, Governance, Risk) are designed to provide specialized oversight.
The Board's Corporate Governance Guidelines state that the Chairperson and CEO roles can be held by the same person, but if they are, a Lead Independent Director must be appointed.
The Board emphasized that it values "the ability of individual directors to contribute to a constructive Board environment."

🧑‍🤝‍🧑 Director Nominees and Qualifications 👨‍💼

The board nominees are the people who will be voting on. This section provides detailed biographies to help shareholders assess the team's collective experience.

👉 The Board recommends the election of eleven directors, ensuring a mix of experience from banking, finance, technology, and corporate law, which the Board believes provides the necessary expertise.

Director Expertise Highlights:

Odilon Almeida (Chair): Has extensive global expertise in payment solutions and digital transformation, having served as CEO for major companies including ACI Worldwide, Inc.
Carlos Iafigliola: Brings over 20 years of senior leadership experience with the Company, giving him deep familiarity with the regional banking and Florida market.
Erin D. Knight: Offers significant expertise in banking, real estate management, and portfolio management, with experience at firms like Stonegate Bank (now Centennial Bank).
Jack Kopnisky: Brings over 43 years of experience in the banking and financial services industry, having held CEO and President roles at institutions like Sterling Bancorp.
Lisa Lutoff-Perlo: Has a background spanning large-scale operational leadership in sectors like travel and entertainment, including serving as CEO of Celebrity Cruises Inc.
Gustavo Marturet M.: Provides deep knowledge of wealth management and U.S. capital markets, having served in senior roles at Amerant Bank.
Patricia Morrison: Offers technical leadership and board expertise, with experience in large-scale IT execution and cybersecurity from companies like Cardinal Health.
John W. Quill: Is a former national bank examiner with over 40 years of experience, offering valuable regulatory and bank supervision perspective.
Ashaki Rucker: Brings three decades of expertise in human capital strategy, talent management, and executive compensation within Fortune 500 organizations.
Oscar Suarez: Is a highly qualified financial expert, having been a Partner at Ernst & Young, bringing extensive public accounting experience.
Millar Wilson: As a former CEO of Amerant Bank, he offers deep historical knowledge concerning the company and the banking industry.

📈 Leadership Transitions and Management Changes 🚀

This section documents recent changes in the top leadership team, which is vital context for shareholders.

👉 There has been a significant leadership transition, reflecting a strategic restructuring of the board's operational management.

Key Changes:

Departure: In November 2025, Gerald P. Plush stepped down from his roles as Chairman, President, and Chief Executive Officer, and resigned as a director.
Interim Appointment: On November 5, 2025, the Board appointed Carlos Iafigliola (who was serving as SVP and COO) as the Interim Chief Executive Officer.
Governance Separation: The Board concluded that separating the Chair and CEO roles was "in the best interests of the Company and its shareholders."
New Chair: As part of this structural change, Odilon Almeida was appointed to serve as Chair of the Board, effective November 5, 2025.

💰 Compensation and Performance Policy Say-on-Pay 💸

The Compensation Committee handles how executives are paid. The "Say-on-Pay" vote allows shareholders to give non-binding advice on whether the executive compensation structure is appropriate.

👉 This proposal allows shareholders to vote on the compensation of the named executive officers, providing transparency and a formal mechanism for shareholder feedback.

Key Governance Points:

The Compensation Committee's key responsibilities include approving the company’s compensation philosophy and evaluating the performance of the CEO and other officers.
The Committee monitors the Company’s Stock Ownership Guidelines for both executives and board members, and mandates a clawback policy.
In 2025, the Compensation Committee successfully approved the transfer of delegated authority to Carlos Iafigliola (the Interim CEO) to manage a specific number of equity shares for talent retention.

🧐 Audit and Financial Oversight ⚖️

The Audit Committee plays a crucial role by overseeing the integrity of the financial statements and ensuring the bookkeeping is sound.

👉 Shareholders will vote to ratify the appointment of RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Key Oversight Details:

The Audit Committee oversees the work of the independent accounting firm and is responsible for reviewing the Company’s financial statements before filing with the SEC.
The Committee ensures that the independent firm adheres to all required auditing standards.
The Audit Committee's primary role is to provide oversight of the responsibilities of both management and the independent registered public accounting firm.

✅ Detailed Committee Oversight and Risk Management 🛰️

The Board maintains several highly specialized committees. These committees ensure the bank is operating within strict legal, financial, and operational boundaries.

👉 The overall structure is robust, using specialized committees to manage everything from risk exposure to internal compliance, demonstrating a high level of oversight.

Core Committee Functions:

Risk Committee: This committee is critical, as it oversees the Company’s entire Enterprise Risk Management (ERM) framework. It is responsible for reviewing the Company’s risk appetite, capital adequacy, and ensuring compliance with the Bank Secrecy Act and Anti-Money Laundering (AML) laws.
Governance Committee: This committee is responsible for managing potential conflicts of interest and overseeing the company’s sustainability program. It also spearheads the CEO succession planning process.
Audit Committee: Beyond accounting review, this committee provides oversight of the Company’s internal audit function and reviews potential related-party transactions.
Internal Audit: This function, overseen by the Audit Committee, is responsible for assessing the overall design and effectiveness of the ERM framework.

🌍 Corporate Compliance and Ethics 🛡️

The company emphasizes its commitment to legal compliance and ethical conduct, which is non-negotiable for a bank.

👉 Compliance is viewed as a core pillar of the bank's operations, requiring specialized committee attention and annual review.

Compliance Practices:

Ethics: The Board enforces a Code of Conduct and Ethics that applies to all directors and employees, which is reviewed annually.
Security: The company has a comprehensive Information Security Program designed to protect customer and employee data from cybersecurity threats, recognizing this as a critical enterprise risk.
Community: The Board actively engages in shareholder outreach to better understand community perspectives, such as noting that following the 2024 Annual Meeting, the Company engaged in discussions with shareholders representing approximately 27% of the outstanding shares.

📞 Investor Relations and Contacts 📬

For investors wanting more details or need to submit questions, this section provides necessary contact information.

👉 If you have questions about the proxy materials, the annual meeting, or the specific proposals, you should refer to the provided websites or contact the Investor Relations team.

Key Contact Information:

General Website: www.proxyvote.com
Virtual Meeting Site: www.virtualshareholdermeeting.com/AMTB2026
Investor Relations Email: [email protected]
Physical Address: 220 Alhambra Circle, Coral Gables, Florida 33134

🧠 The Analogy

Think of the Board of Directors and these proxy materials like a professional sports team's season review. The annual meeting isn't just a single game; it's the opportunity for the fans (shareholders) to review the team's performance, elect the coaches (directors), approve the coaching salary structure (compensation), and ensure the team's training regimen (governance and risk controls) is up to code for the next season. Every committee has a specialized role, ensuring no single area—from the playbook (strategy) to the medical staff (compliance)—is overlooked.

🧩 Final Takeaway

This proxy statement signals a major, structured leadership transition at Amerant Bancorp, characterized by the separation of the Chair and CEO roles. The filing’s vast detail on governance and risk management confirms that the company is proactively addressing its governance framework to ensure stability, accountability, and compliance for the coming years.

AMTB Shareholders Vote on New Directors and Board Governance Structure