Amerant Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$AMTB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Adoption of New Form of Performance Based Restricted Stock Unit Agreement – Long Term Incentive Plan
On February 11, 2025, the Compensation and Human Capital Committee (the “Committee”) of Amerant Bancorp Inc. (“Amerant” or the “Company”) adopted a new form of performance based restricted stock unit agreement (the "Form PSU Agreement") that will be used, starting in February 2025, in connection with the Long-Term Incentive Plan (the “LTI Plan”), a sub-plan under the Company’s 2018 Equity and Incentive Compensation Plan (the “Plan”).
The Form PSU Agreement provides for the grant of performance based restricted stock units (“PSUs”) to the named executive officers and other members of the Company’s Executive Management Committee, which generally vest at the end of a three-year performance period subject to the additional requirement that the grantee remain in continuous service through the vesting date, but only result in the issuance of shares if the Company achieves a specified threshold of Relative Adjusted Return on Average Total Common Equity (as defined in the Form PSU Agreement) relative to the Return of Average Total Common Equity of a peer group defined by the Committee. The initial number of earned PSUs pursuant to the Form PSU Agreement shall be based on the achievement of the Relative Adjusted Return on Average Total Common Equity level set by the Committee for the performance period, and in general can range from 50% of the PSUs to 150% of the PSUs (the “Initially Earned PSUs”). The actual number of PSUs earned pursuant to the Form PSU Agreement will be determined by multiplying the Initially Earned PSUs by a Modifier Percentage (as defined in the Form PSU Agreement) ranging from -20% to +20%. The Modifier Percentage will be determined based on the Company’s achievement of specified Threshold, Target or Maximum levels set by the Committee of Relative Total Shareholder Return (as defined in the Form PSU Agreement) relative to the Total Shareholder Return of a peer group defined by the Committee.
The performance based restricted stock units awarded under the Form PSU Agreement will be settled in shares of Class A common stock of the Company, following the satisfaction of the vesting conditions. Grantees shall have no voting or other stockholder rights with respect to the shares of common stock underlying the performance based restricted stock units prior to the settlement of such award in shares of Class A common stock.
The terms of the Form PSU Agreement are substantially similar to the form previously approved by the Committee in February 2023, but under the new Form PSU Agreement, the performance goal was modified to the measure described above rather than Relative Total Shareholder Return (as defined in the prior Form PSU Agreement) relative to the Total Shareholder Return of a peer group defined by the Committee, and dividend equivalents will be paid in cash at the same time of vesting of the PSUs, if any, rather than in shares of Class A common stock.
The foregoing description of the Form PSU Agreement is a summary only and is qualified in its entirety by reference to the form agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Number | Exhibit | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 18, 2025 | Amerant Bancorp Inc. | |||||||||||||
| By: | /s/ Julio V. Pena | |||||||||||||
| Name: Julio V. Pena | ||||||||||||||
| Title: Senior Vice President, Associate General Counsel and Corporate Secretary | ||||||||||||||