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Market for Equity / Stockholders
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 4, 2026, Amerant Bancorp Inc. (the “Company”) and its main subsidiary, Amerant Bank, N.A. (the “Bank”), entered into an employment agreement with Carlos Iafigliola, President and Chief Executive Officer of the Company and the Bank (the “Employment Agreement”), effective as of September 4, 2026 (the “Effective Date”). Mr. Iafigliola has served as President and Chief Executive Officer of the Company and the Bank since May 18, 2026 and will continue to serve in such capacities and, subject to required elections, as a director of each of the Company and the Bank. The Employment Agreement provides that Mr. Iafigliola will be employed by the Company and the Bank for an initial term beginning on the Effective Date and ending on the third anniversary of the Effective Date. Unless the Employment Agreement is sooner terminated or not renewed, it will automatically extend, upon the same terms and conditions, at the end of its initial term for successive one-year periods. The Company, the Bank or Mr. Iafigliola may elect not to renew the Employment Agreement by providing at least 60 days’ prior written notice. The Employment Agreement may be terminated: (i) upon non-renewal by the Company or by Mr. Iafigliola (ii) by the Company with or without Cause (as defined in the Employment Agreement), (iii) by Mr. Iafigliola with or without Good Reason (as defined in the Employment Agreement), or (iv) as a result of Mr. Iafigliola’s death or Disability (as defined in the Employment Agreement). If a Change in Control (as defined in the Employment Agreement) occurs on or after September 4, 2027, the term of the Employment Agreement will, subject to its terms, automatically extend to the first September 4 following the second anniversary of the Change in Control. Under the Employment Agreement, Mr. Iafigliola is entitled to receive the following compensation and benefits: • an annual base salary of $875,000 (the “Base Salary”). The Base Salary will be reviewed at least annually by the Compensation and Human Capital Committee of the Board of Directors (the “Compensation Committee”) of the Company and may be increased or decreased; provided that any decrease may be made only by the same percentage and for the same du