8-K

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): April 4, 2023

Amerant Bancorp Inc.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Increasing the Size of the Board and Appointment of Ms. Ashaki Rucker

On April 4, 2023, the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”) authorized temporarily increasing the size of the Board from eleven (11) to twelve (12) members, with such temporary increase to be effective as of April 17, 2023 (the “Effective Date”), and thereafter appointed Ashaki Rucker to serve as a member of the Company’s Board, with such appointment to be effective as of the Effective Date. The appointment of Ms. Rucker was based upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee of the Board. Ms. Rucker will serve until the Company’s next annual meeting of shareholders, to be held on June 7, 2023 (the “2023 Annual Meeting”), subject to her earlier death, or until she shall resign or shall have been removed from office in the manner provided in the Company’s Amended and Restated Bylaws. Ms. Rucker has also been appointed to the Board of Directors of Amerant Bank, N.A. as of the Effective Date. At this time, the size of the Board, as temporarily expanded, is expected to be reduced by one (1) member, to eleven (11) members, effective as of the date of the 2023 Annual Meeting, upon the retirement of Mr. Gustavo J. Vollmer, whose decision to not stand for re-election to the Board at the 2023 Annual Meeting was previously reported on a Current Report on Form 8-K filed on February 10, 2023.

As of the date of this Current Report on Form 8-K, the Board has not appointed Ms. Rucker to serve on any committees of the Board, nor a decision has been made as to which committee(s) of the Board she is expected to be named.

Ms. Rucker’s appointment was not pursuant to any arrangement or understanding between Ms. Rucker and any other person. Ms. Rucker is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Rucker will receive compensation as a non-employee director in accordance with the Company’s approved director compensation for non-employee directors. Ms. Rucker will also be entitled to any annual equity compensation granted to members of the Board in the form of restricted stock units.

On April 5, 2023, the Company issued a press release announcing the appointment of Ms. Rucker to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

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.

Document

Amerant Bancorp Names Ashaki Rucker to its Board of Directors

CORAL GABLES, FL (April 5, 2023) – Amerant Bancorp Inc. (NASDAQ: AMTB) (the “Company” or “Amerant”) and its subsidiary, Amerant Bank, the largest community bank headquartered in Florida, announced the appointment of Ashaki Rucker to its Board of Directors, effective April 17, 2023. Rucker is Senior Vice President, Head of Human Resources of Miami-based NBCUniversal Telemundo Enterprises & Latin America.

In her current role, Rucker is responsible for the development and execution of the organization’s Human Capital Strategy. She was instrumental in the development of its Diversity, Equity & Inclusion strategy and is a current member of the NBCUniversal Diversity Council. Rucker was recently recognized on Cablefax's Diversity List celebrating the most influential multi-ethnic executives in the media industry.

Rucker brings significant Human Capital and industry experience, having held several senior leadership roles with a number of major organizations across the industries of financial services, professional services and media and entertainment, among them UBS, Deutsche Bank, PricewaterhouseCoopers, Warner Media and The Walt Disney Company.

“We are extremely pleased to welcome Ashaki to our Board of Directors,” said Jerry Plush, Chairman and CEO of Amerant Bank. “She is a consummate professional with extensive Human Capital Management experience and complements our current group of highly skilled, dedicated and growing number of locally-based board members.”

“I am honored to be appointed as a member of the board.” said Rucker. “I look forward to working with the team to fulfill our shared vision, drive growth and create value for all stakeholders.”

Rucker graduated from Columbia University’s Teacher’s College with a Master of Arts in Organizational Psychology and earned a Bachelor of Arts degree from the University at Albany. Rucker serves on the Board of Directors for Rebuilding Together Miami as well as the Advisory

Board of University of Miami Herbert Business School’s Executive Education Program. She is also a member of Girls Inc. for Greater Miami’s 150+ Women Strong.

About Amerant Bancorp Inc. (NASDAQ: AMTB)

Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the “Bank”), as well as its other subsidiaries: Amerant Investments, Inc., Elant Bank and Trust Ltd., and Amerant Mortgage, LLC. The Company provides individuals and businesses in the U.S. with deposit, credit and wealth management services. The Bank, which has operated for over 40 years, is the largest community bank headquartered in Florida. The Bank operates 23 banking centers – 16 in South Florida and 7 in the Houston, Texas area, as well as an LPO in Tampa, Florida. For more information, visit investor.amerantbank.com.

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