Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


               Appointment of Certain Officers; Compensatory Arrangements of
               Certain Officers.

On January 14, 2021, Millar Wilson, the Company's Vice-Chairman and Chief Executive Officer, advised the Board of Directors (the "Company Board") of Amerant Bancorp Inc. (the "Company") that he will retire from his roles as Vice Chairman and Chief Executive Officer of the Company and Amerant Bank, N.A., a wholly owned subsidiary of the Company (the "Bank"), effective as described below by the Transition Date. Thereafter, he will remain a director of the Company and a director of the Bank. Also, on January 14, 2021, the Company Board appointed Gerald P. Plush, age 62, as the Company's Executive-Vice Chairman effective as of February 15, 2021; and as Vice-Chairman and Chief Executive Officer effective the day following the filing of the Company's 2020 Annual Report on Form 10-K with the Securities and Exchange Commission ("SEC") (the "Transition Date"). Mr. Plush has also been appointed as Executive Vice-Chairman of the Bank, effective on February 15, 2021 and as Vice-Chairman and Chief Executive Officer of the Bank, effective as of the Transition Date. Mr. Plush's employment with the Company and the Bank shall be effective as of February 15th, 2021.

To facilitate the transition, Mr. Wilson has agreed to relinquish his title as Vice Chairman of the Board effective February 15th, 2021 but remain as Chief Executive Officer until the Transition Date. After the Transition Date, Mr. Wilson will remain as an Executive Advisor of the Company to assist with the transition of the Vice-Chairman and Chief Executive Officer role until March 31, 2021 (the "Departure Date").

Appointment of Gerald P. Plush as Vice-Chairman and Chief Executive Officer

Mr. Plush has served as director of the Board of the Company and the Board of the Bank since July and October 2019, respectively. Mr. Plush is a highly respected financial services industry professional with over 30 years of senior executive leadership experience. Mr. Plush's most recent senior leadership roles in banking include his tenure with Santander Holdings US, from 2014 to 2017, initially as CFO and Executive Committee member, and subsequently as Chief Administrative Officer. Prior to Santander, Mr. Plush served as President and COO for Webster Bank after joining it originally in 2006 as EVP and Chief Financial Officer. Previously, Mr. Plush spent 11 years with MBNA America in a number of senior executive leadership roles. Mr. Plush has extensive public and private company board experience, is actively involved in community service, and has served on the board for several well-known not for profit organizations. Mr. Plush holds a Bachelor of Science degree in Accounting from St. Joseph's University in Philadelphia.

Mr. Plush is currently a Partner at Patriot Financial Partners, a private equity firm focused on investing in community banks and financial services related companies throughout the United States. Prior to February 15th, 2021, Mr. Plush will resign from all positions (including, but not limited to board (excluding the Company Board and the Bank Board) and advisory positions) held in connection with any prior employer and any of their respective subsidiaries or affiliate entities.

In connection with his appointment, Mr. Plush, (referred to from hereon as Mr. Plush or the "Executive"), the Company and the Bank entered into an Employment Agreement (the "Employment Agreement") dated January 14, 2021 to provide that Mr. Plush will be employed by the Company and the Bank for a three year term beginning February 15th, 2021 (the "Effective Date"). Unless the Employment Agreement is sooner terminated, or not renewed, it will automatically extend upon the end of its initial term, upon the same terms and conditions, for successive one-year periods. The Employment Agreement may be terminated: (i) upon non extension by the Company or by Executive (ii) by the Executive with or without Good Reason (as defined in the Employment Agreement), (ii) by the Company with or without Cause (as defined in the Employment Agreement) or (iii) as a result of Executive's death or Disability (as defined in the Employment Agreement).



Under the Employment Agreement, Mr. Plush is entitled to receive the following
compensation and benefits in connection with his service as Executive
Vice-Chairman, initially, and thereafter as Vice-Chairman and Chief Executive
Officer:



     •    an annual base salary of $850,000 (the "Base Salary"). The Base Salary
          will be reviewed at least annually by the Compensation Committee of the
          Company's Board of Directors and may be increased (but not decreased);

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     •    eligibility to receive a discretionary annual performance bonus ("Annual
          Bonus"). The 2021 Annual Bonus shall be guaranteed to be a minimum of
          $850,000 and Mr. Plush shall have an opportunity of a maximum payout of
          150% of Base Salary;




     •    eligibility to receive discretionary equity-based awards commensurate
          with his position and responsibilities with the Bank and the Company;




     •    a one-time payment of $100,000 in order to cover his relocation expenses
          and a temporary housing allowance of $15,000 per month for up to three
          months after the Effective Date;




  •   a $1,250 monthly car stipend; and




     •    participation in all employee benefit plans, practices and programs
          maintained by the Bank or the Company (excluding, except as provided in
          the Employment Agreement, any severance pay program or policy of the Bank
          or the Company), accrual of vacation time, reimbursement for a club
          membership as well as of certain out-of-pocket business, entertainment,
          and travel expenses consistent with the Bank's policies.

The Employment Agreement also provides for severance benefits in the event that Mr. Plush's employment is terminated: (i) by the Bank without Cause or by the Executive for Good Reason prior to a Change in Control (as defined in the Employment Agreement) or (ii) by the Bank without Cause (other than on account of the executive's death or Disability) or by Mr. Plush for Good Reason (also referred to as a "Qualifying Termination") within 24 months following a Change in Control, in each case, subject to Mr. Plush's timely execution and non-revocation of a release of claims in favor of the Bank and the Company, its affiliates and their respective officers, directors, employees, attorneys, and agents.

In the event of a Qualifying Termination prior to a Change in Control, Mr. Plush will be entitled to receive the following compensation and benefits:





     •    one and a half times the sum of (i) the Base Salary and (ii) the average
          of the Annual Bonuses earned for the three full years preceding the year
          in which such Qualifying Termination occurs or, if less than three years,
          the greater of (A) the average of the Annual Bonuses earned for all full
          years preceding the year in which the termination occurs, or (B) if less
          than one year, the Executive's target Annual Bonus in effect for the year
          in which the termination occurs, which sum shall be payable in
          substantially equal installments over a period of 18 months in accordance
          with the Bank's normal payroll practices;




     •    if properly elected under the Consolidated Omnibus Reconciliation Act of
          1985 ("COBRA"), reimbursement for a portion of the monthly COBRA payment
          equal to the employer's portion of the premium for Mr. Plush, and his
          dependents, if applicable, under the medical plan immediately prior to
          termination until the earliest of 18 months following the date of
          termination, the date Mr. Plush is no longer eligible to receive COBRA
          continuation coverage or the date Mr. Plush receives or becomes eligible
          to receive substantially similar coverage from another employer; and




     •    treatment of any outstanding equity awards in accordance with the terms
          of the applicable equity plan and award agreement.

In the event of a termination due to the death or Disability (as defined in the Employment Agreement), Mr. Plush (or Executive's estate and/or beneficiaries, as the case may be) will be entitled to receive: (i) any accrued but unpaid Base Salary and any accrued but unused vacation; (ii) reimbursement for unreimbursed business expenses properly incurred by Mr. Plush prior to the termination of employment; (iii) such employee benefits, if any, as to which Mr. Plush 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. Plush 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 the product of the Annual Bonus that he would have earned for the year in which the termination occurs based on achievement of the applicable performance goals for such year and a fraction, the numerator of which is the number of days Executive was employed by the Bank and the Company during the year of termination and the denominator of which is the number of days in such year. In addition, any outstanding equity will be treated in accordance with the terms of the applicable equity plan and award agreement. . . .




  Item 8.01 Other Events.

On January 21, 2021, the Company issued a press release announcing the appointment of Mr. Plush as the Company's Vice-Chairman and Chief Executive Officer and the retirement of Mr. Wilson. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




  Item 9.01 Financial Statements and Exhibits




Number      Exhibit

10.1          Employment Agreement, dated January 14, 2021, between Amerant Bank,
            N.A, Amerant Bancorp Inc. and Gerald P. Plush

10.2          Termination of Employment Agreement, dated January 20, 2021, between
            Amerant Bank, N.A, Amerant Bancorp Inc. and Millar Wilson

99.1          Press Release of Amerant Bancorp Inc. issued January 21, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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