Amerant Bancorp CEO gets $875K salary in new deal
Amerant Bancorp set a three-year, automatically renewable CEO contract with defined cash, equity and change-in-control severance terms for Carlos Iafigliola.
Rhea-AI Filing Summary
Amerant Bancorp Inc. (AMTB) entered into a new employment agreement with its President and Chief Executive Officer, Carlos Iafigliola, effective September 4, 2026. The agreement has an initial three-year term and automatically renews for one-year periods unless either party gives 60 days’ notice.
Mr. Iafigliola will receive a $875,000 annual base salary, be eligible for an annual cash bonus with a target of at least 90% of base salary and a maximum of at least 135%, equity awards, a $1,000 monthly car stipend, a $20,000 annual country club stipend, and a minimum $2 million death benefit under an insurance plan. The agreement provides severance protections, including a multiple of salary and bonus, continued medical coverage, and outplacement services if he is terminated without Cause or resigns for Good Reason, with enhanced benefits (a 2.99x multiple and up to 24 months of medical coverage) upon a qualifying termination within 24 months after a Change in Control, subject to banking regulations on golden parachute payments.
Positive
- None.
Negative
- None.
Filing Explained
If Mr. Iafigliola’s employment ends because of death or Disability, the agreement provides accrued salary and vacation, eligible benefits, expenses, and a prorated target bonus, but no other severance, subject to a release.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $875,000
Target annual bonus opportunity: At least 90% of Base Salary
Maximum annual bonus opportunity: At least 135% of Base Salary
+5 more
8 metrics
Annual base salary
$875,000
Base Salary for CEO Carlos Iafigliola under the employment agreement
Target annual bonus opportunity
At least 90% of Base Salary
Discretionary annual performance-based cash bonus target
Maximum annual bonus opportunity
At least 135% of Base Salary
Maximum under annual cash variable incentive bonus program
Monthly car stipend
$1,000 per month
Car stipend for CEO
Annual country club stipend
$20,000 per year
Country club or similar stipend
Minimum death benefit
$2,000,000
Death benefit under split dollar or similar insurance plan
Severance multiple pre-Change in Control
2x salary and bonus measure
For qualifying termination before a Change in Control
Severance multiple post-Change in Control
2.99x salary and bonus measure
For qualifying termination within 24 months after a Change in Control
Key Terms
Change in Control, Good Reason, Cause, golden parachute payments, +1 more
5 terms
Change in Control financial
"If a Change in Control (as defined in the Employment Agreement) occurs"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"by Mr. Iafigliola with or without Good Reason (as defined in the Employment Agreement)"
Cause financial
"by the Company with or without Cause (as defined in the Employment Agreement)"
golden parachute payments regulatory
"including regulations governing golden parachute payments"
Golden parachute payments are pre-agreed severance deals that give large cash, stock awards, or other benefits to top executives if they lose their jobs after a company is bought or merged. Investors care because these payouts act like a negotiated safety net that can raise the cost of takeovers, affect the net value shareholders receive in a sale, and influence executives’ incentives and decision-making during merger talks — similar to how a built-in insurance payout can change bargaining and behavior.
clawback regulatory
"compensation payable under the Employment Agreement is subject to applicable clawback laws"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
FAQ
What did AMTB disclose about Carlos Iafigliola’s new CEO employment agreement?
Amerant Bancorp disclosed a new employment agreement for CEO Carlos Iafigliola, effective September 4, 2026, with a three-year initial term, automatic one-year renewals, detailed cash and equity compensation, and severance protections including enhanced benefits after a Change in Control.
What is the base salary and bonus opportunity for AMTB’s CEO under the new agreement?
The agreement sets an annual base salary of $875,000. The target annual bonus opportunity is at least 90% of base salary and the maximum annual bonus opportunity is at least 135% of base salary, payable under the company’s performance-based cash incentive program.
What non-cash benefits does AMTB’s CEO receive in this contract?
Mr. Iafigliola receives a $1,000 monthly car stipend, a $20,000 annual country club or similar stipend, participation in standard executive benefit plans, customary indemnification, D&O insurance coverage, and a split dollar or similar insurance plan providing a minimum $2 million death benefit.
What severance does AMTB’s CEO get if terminated without Cause before a Change in Control?
For a qualifying termination before a Change in Control, he is entitled to a severance equal to 2x the sum of base salary and a bonus measure defined in the agreement, paid over 24 months, up to 18 months of COBRA cost coverage, up to $25,000 of outplacement, and equity treated per award terms.
How do AMTB CEO severance benefits change after a Change in Control?
If a qualifying termination occurs within 24 months after a Change in Control, he is entitled to a lump-sum payment of 2.99x the sum of base salary and the specified bonus measure, up to 24 months of group medical coverage or equivalent cash, and up to $25,000 for outplacement, plus equity treatment per award terms.
Are there restrictions and clawbacks in AMTB’s CEO employment agreement?
Yes. The agreement contains confidentiality, non-solicitation, and non-competition covenants, ownership and return-of-property provisions, and states that compensation is subject to applicable clawback laws, regulations, stock exchange requirements, and company policies.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | (Commission file number) | (IRS Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
( (Registrant's telephone number, including area code) | ||||||||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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).
| Emerging growth company | | |||||||
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.
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 duration as decreases applicable to the Company’s or the Bank’s other executive employees;
•eligibility to receive a discretionary annual performance-based cash bonus under the applicable annual cash variable incentive bonus program. Mr. Iafigliola’s target annual bonus opportunity will be equal to at least 90% of his Base Salary, and his maximum annual bonus opportunity will be equal to at least 135% of his Base Salary;
•eligibility to receive equity-based awards commensurate with his position and responsibilities with the Company and the Bank, as determined by the Compensation Committee in accordance with the Company’s equity incentive plan in effect from time to time;
•a $1,000 monthly car stipend;
•an annual country club, or similar, stipend of $20,000;
•coverage under the Company’s split dollar insurance plan, or another insurance plan, providing a minimum death benefit of $2 million for the benefit of Mr. Iafigliola’s designated beneficiaries;
•participation in employee benefit plans (excluding, except as provided in the Employment Agreement, any severance pay program or policy of the Bank or the Company) made available to similarly situated executives, subject to the terms of those plans; and
•customary indemnification rights to the fullest extent permitted by applicable law and eligibility for coverage under the Company's directors' and officers' liability insurance programs on terms generally applicable to the Company's executive officers.
The Employment Agreement also provides for severance benefits in the event that Mr. Iafigliola’s employment is terminated: (i) by the Company without Cause or by the Mr. Iafigliola for Good Reason prior to a Change in Control (as defined in the Employment Agreement) or (ii) by the Company without Cause (other than on account of the executive’s death or Disability) or by Mr. Iafigliola for Good Reason within 24 months following a Change in Control, in each case, subject to Mr. Iafigliola’s timely execution and non-revocation of a release of claims and compliance with the applicable terms of the Employment Agreement.
In the event of such a qualifying termination prior to a Change in Control, Mr. Iafigliola will be entitled to receive the following compensation and benefits:
•a severance payment equal to two times the sum of (i) his Base Salary and (ii) if at least three years have elapsed since the Effective Date, the average of the annual bonuses earned for the three full years preceding the year in which the termination occurs or, if fewer than three years have elapsed, the greater of (A) the average of the annual bonuses earned for all full years since the Effective Date preceding the year of termination or (B) if fewer than one year has elapsed since the Effective Date, his target annual bonus for the year in which the termination occurs. The severance payment will be paid in 24 consecutive monthly installments, subject to the terms of the Employment Agreement;
•payment of the cost of COBRA continuation coverage for Mr. Iafigliola and his eligible spouse and dependents for up to 18 months following the termination date or, if such coverage cannot be provided without violating applicable law or resulting in specified adverse consequences, an equivalent monthly cash payment;
•payment of up to $25,000 for outplacement services incurred during the 12-month period following the termination date; and
•treatment of outstanding equity awards in accordance with the applicable equity award agreements.
If Mr. Iafigliola experiences a qualifying termination within 24 months following a Change in Control, he will be entitled, subject to the release requirement and the other terms of the Employment Agreement, to receive a lump-sum cash payment equal to 2.99 times the sum of (i) his Base Salary and (ii) the applicable average or target annual bonus determined in substantially the same manner described above. In addition, the Company or the Bank will provide group medical coverage for Mr. Iafigliola and his eligible spouse and dependents for up to 24 months following the termination date or, if such coverage is unavailable or would result in specified adverse legal or tax consequences, an equivalent monthly cash payment. Mr. Iafigliola will also be entitled to reimbursement of up to $25,000 for outplacement services incurred during the 12-month period following the termination date, and his outstanding equity awards will be treated in accordance with the applicable equity award agreements. The payment of certain severance benefits is subject to compliance with applicable banking laws and regulations, including regulations governing golden parachute payments.
In the event of a termination due to death or Disability (as defined in the Employment Agreement), subject to Mr. Iafigliola or his estate executing the release described above, Mr. Iafigliola or his estate will be entitled to receive: (i) any accrued but unpaid Base Salary and any accrued but unused vacation through the termination date; (ii) reimbursement for unreimbursed business expenses properly incurred by Mr. Iafigliola prior to the termination of employment; (iii) such employee benefits, if any, as to which Mr. Iafigliola may be eligible under the Bank’s employee benefit plans as of the termination of employment (collectively the “Accrued Amounts”); provided that, in no event shall Mr. Iafigliola be eligible to receive any payments in the nature of severance or termination payments except as specifically provided in the Employment Agreement; and (iv) a lump sum cash payment equal to equal to the target Annual Bonus times the number of days in the year up to the Termination Date divided by 365. In addition, any outstanding equity will be treated in accordance with the terms of the applicable equity plan and award agreement.
The Employment Agreement also includes customary confidentiality, non-solicitation of customers and employees and non-competition provisions, as well as a provision relating to the ownership and return of Company and Bank documents and Company and Bank property. In addition, compensation payable under the Employment Agreement is subject to applicable clawback laws, regulations, stock exchange requirements and Company policies.
The foregoing is only a brief description of the material terms of the Employment Agreement, does not purport to be a complete description of the Employment Agreement, and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Number | Exhibit | ||||
| 10.1 | Employment Agreement, dated September 4, 2026, between Amerant Bank, N.A, Amerant Bancorp Inc. and Carlos Iafigliola | ||||
| 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: September 8, 2026 | Amerant Bancorp Inc. | |||||||||||||
| By: | /s/ Julio V. Pena | |||||||||||||
| Name: Julio V. Pena | ||||||||||||||
| Title: Executive Vice President, Associate General Counsel and Corporate Secretary | ||||||||||||||