Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Update to Effective Date of Mr. Ashford's Resignation From the Board of the
Company and Bank
As previously reported, on October 19, 2022, Orlando D. Ashford and the Board of
Directors (the "Board") of Amerant Bancorp Inc. (the "Company") agreed that Mr.
Ashford would step down as a member of the Board of the Company and the Board of
Directors of the Company's wholly-owned bank subsidiary, Amerant Bank, N.A. (the
"Bank") effective December 31, 2022 due to Mr. Ashford's acceptance of a new
full time executive position. On December 7, 2022, Mr. Ashford and the Board
agreed to move the effective date of his resignation forward to December 8,
2022.
Appointment of Ms. Knight to the Board of the Company and Bank
On December 7, 2022, upon the recommendation of the Corporate Governance,
Nominating and Sustainability Committee, the Board appointed Erin D. Knight to
serve on the Board of the Company to fill the vacancy created by Mr. Ashford
stepping down from the Board. The appointment is effective on December 15, 2022
(the "Effective Date") and Ms. Knight will serve until 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. Knight has also been appointed to the Board of Directors of the Bank
as of the Effective Date. Ms. Knight's appointment was not pursuant to any
arrangement or understanding between Ms. Knight and any other person. The Board
has determined that Ms. Knight is independent under the listing standards of the
Nasdaq Global Select Market and qualifies as an "audit committee financial
expert" as defined in the applicable SEC rule. Ms. Knight will become a member
of the Company's Audit and, Compensation and Human Capital committees.
Ms. Knight is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Ms. Knight will receive compensation as a
non-employee director in accordance with the Company's approved director
compensation for non-employee directors. Ms. Knight will also be entitled to any
annual equity compensation granted to members of the Board in the form of
restricted stock units.
On December 12, 2022, the Company issued a press release announcing the
appointment of Ms. Knight 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
Number Exhibit
99.1 Press Release , dated December 1 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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