Amerant Bancorp (AMTB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, will be held virtually, with shareholders able to vote online, by phone, mail, or during the meeting.

• Shareholders will vote on director elections, executive compensation (say-on-pay), and ratification of the external auditor, with board recommendations provided for each.

• Proxy materials and annual report are available online, with a focus on reducing environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of ten directors, advisory approval of executive compensation, ratification of RSM US LLP as independent auditor, and other business as may arise.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested director elections; directors not receiving a majority must tender resignation.

• Shareholders can submit proposals for the 2026 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board will reduce from eleven to ten members after the 2025 meeting.

• 9 out of 10 director nominees are independent; 40% are female and 40% are racially or ethnically diverse.

• Board committees (Audit, Compensation, Governance, Risk) are fully independent.

• Annual board and committee self-evaluations, with third-party evaluation planned for 2025.

• Lead Independent Director presides over executive sessions and has robust responsibilities.

• Succession planning for CEO and board positions is ongoing, with third-party advisory support.

• Shareholder rights include annual director elections, majority voting, proxy access, and right to call special meetings.