AMERANT BANCORP INC CLASS A (AMTB)
Sector: Financials
2026 Annual Meeting Analysis
AMERANT BANCORP INC CLASS A · Meeting: June 2, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors to serve until the 2027 annual meeting of shareholders
Joined the board in 2025 (within 24 months), so he is exempt from the TSR trigger; brings extensive CEO and digital transformation experience and currently serves as independent Chair; holds 3 other public board seats, which is within the policy limit.
Joined the board in 2025 (within 24 months), so he is exempt from the TSR trigger; serves as Interim CEO and brings over 20 years of deep institutional knowledge of Amerant; no committee seats mean no independence concern despite his non-independent classification.
Has served since 2022; the company's 3-year total return gap versus the compensation peer group median is -30.4 percentage points, which is well below the 65-point trigger threshold for a company with strong positive 3-year returns, so no TSR concern applies; brings relevant banking and real estate experience with strong financial credentials.
Joined the board on June 24, 2025 (within 24 months), so he is exempt from the TSR trigger; brings 43 years of banking and CEO experience directly relevant to Amerant's strategy.
Joined the board in 2025 (within 24 months), so she is exempt from the TSR trigger; brings C-suite operating and corporate governance expertise; holds 1 other public board seat, well within the policy limit.
Has served since 2015; the 3-year peer-group underperformance gap of -30.4 percentage points does not breach the 65-point threshold applicable to a company with strong positive absolute 3-year returns, so no TSR trigger fires; his brother-in-law is a non-executive employee but the proxy confirms his pay was set without Marturet's involvement and the board has determined his independence is unaffected.
Joined the board on June 24, 2025 (within 24 months), so she is exempt from the TSR trigger; brings significant technology, cybersecurity, and CIO-level experience highly relevant to Amerant's digital transformation priorities.
Has served since 2019; the 3-year peer-group underperformance gap of -30.4 percentage points does not breach the 65-point threshold for a company with strong positive absolute 3-year returns, so no TSR trigger fires; brings nearly 40 years of regulatory and bank examination experience.
Has served since 2023 (less than 3 years but more than 24 months); the 3-year peer-group underperformance gap of -30.4 percentage points does not breach the 65-point threshold, so no TSR trigger fires; brings deep human capital and compensation expertise as chair of the Compensation Committee.
Has served since 2022; the 3-year peer-group underperformance gap of -30.4 percentage points does not breach the 65-point threshold, so no TSR trigger fires; is a Certified Public Accountant and former EY partner serving as Audit Committee Chair, satisfying financial expertise requirements.
Has served since 1987; the 3-year peer-group underperformance gap of -30.4 percentage points does not breach the 65-point threshold for a company with strong positive absolute 3-year returns, so no TSR trigger fires; brings invaluable institutional knowledge as former CEO of Amerant; the proxy confirms his independence classification became effective in January 2025 after the required three-year cooling-off period ended.
All eleven director nominees receive a FOR vote. Using the company's disclosed compensation peer group as the primary benchmark, AMTB's 3-year total return of +26.4% is strong positive (above +20%), meaning underperformance would need to exceed 65 percentage points to trigger a AGAINST vote — the actual gap versus peer median is only -30.4 percentage points, well short of that threshold. Six of the eleven nominees joined the board in 2025 and are additionally exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Carlos Iafigliola
Total Comp
$1,099,618
Prior Support
82.2%%
The Interim CEO's total compensation of approximately $1.1 million is modest and reasonable for a regional bank of Amerant's size (~$1 billion market cap), and the company's prior Say-on-Pay vote received 82.2% support — well above the 70% threshold that would require a follow-up assessment. The pay program includes meaningful performance-based elements: performance stock awards tied to return on tangible common equity relative to peers with a total shareholder return modifier, plus annual cash incentives tied to multiple financial metrics (PPNR, deposit growth, return on assets, efficiency ratio, and asset quality), and the subjective component was reduced to 20% following shareholder feedback. Pay mix is appropriately weighted toward variable compensation, the company maintains a clawback policy, and the Compensation Committee demonstrated responsiveness to shareholder input by adopting program changes after its 2024 outreach initiative.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$1,500,000
Non-Audit Fees
$300,000
Non-audit fees (tax services of $0.3 million) represent 20% of audit fees ($1.5 million), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; RSM is a large national firm appropriate for a company of Amerant's size and complexity; no material financial restatements were identified.
Overall Assessment
The 2026 Amerant Bancorp annual meeting presents three standard proposals — director elections, Say-on-Pay, and auditor ratification — all of which receive a FOR vote under this policy. The director slate is well-composed with strong relevant experience, no overboarding concerns, and stock performance that does not breach any TSR trigger threshold; the compensation program is modestly priced, performance-linked, and responsive to shareholder feedback; and RSM's non-audit fee ratio is comfortably within acceptable bounds.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing