Ashaki Rucker
About Ashaki Rucker
Independent director of Amerant Bancorp Inc. (AMTB), age 53, serving since 2023; Chair of the Compensation and Human Capital Committee and member of the Risk Committee . Currently Senior Vice President, Human Resources at NBCUniversal Telemundo Enterprises (since 2019); prior HR leadership at NBCUniversal Global Distribution and Arvato Bertelsmann; earlier roles at UBS, Deutsche Bank, PwC, Warner Media, and The Walt Disney Company (1999–2013) . Education: M.A. in organizational psychology (Columbia University Teachers College), B.A. (University at Albany), and NACD Directorship Certification (NACD.DC®) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal Telemundo Enterprises | SVP, Human Resources | 2019–present | Senior HR leadership; human capital strategy at C‑suite level |
| NBCUniversal Global Distribution & International | VP, Human Resources | 2017–2019 | HR oversight for global distribution |
| Arvato Bertelsmann, North America | VP, HR Supply Chain & HR Shared Services; Director, HR Supply Chain | 2015–2017; 2014–2015 | HR operations, supply chain HR |
| UBS; Deutsche Bank; PwC; Warner Media; The Walt Disney Company | Senior HR leadership roles | 1999–2013 | Talent management and executive compensation across Fortune 500 firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rebuilding Together Miami | Board member | Not disclosed | Community involvement |
| University of Miami Herbert Business School | Advisory Board (Executive Education) | Not disclosed | Advisory role |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee; Member, Risk Committee .
- Independence: Board reports 9 of 10 nominees independent; all Audit, Governance, and Compensation Committees are 100% independent .
- Meetings and attendance: Board held 18 meetings in 2024 (plus a two-day strategy session); all directors except Mr. Quelch attended at least 75% of board and committee meetings—implies Ms. Rucker met ≥75% threshold .
- Executive sessions: Independent directors met four times without management in 2024, presided over by Lead Independent Director Pamella J. Dana .
- Committee activity: 2024 committee meetings—Audit (11), Compensation (9), Governance (9), Risk (6) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $45,122 | $81,000 |
| Stock Awards ($) | $59,980 | $64,986 |
| Total ($) | $105,102 | $145,986 |
Director pay structure (company-wide):
- Annual cash retainer: $46,000 .
- Committee membership retainers: Audit $12,000; other committees $10,000; Bank Trust Committee $5,000 .
- Chair retainers: Audit Chair $18,000; Compensation/Governance/Risk Chairs $15,000; Trust Committee Chair $7,500; Lead Independent Director $35,000 (effective Jan 1, 2024) .
- Annual equity grant: $65,000 RSUs with one-year vesting after the annual meeting .
Performance Compensation
- Directors receive time-based RSUs; no director options outstanding and RSUs/PSUs have no exercise price under the plan .
- 2024 director RSU grants: 2,854 stock-settled RSUs granted May 8, 2024; vest on first anniversary subject to continued service through the 2025 annual meeting .
- 2023 director RSU grants: 2,892 stock-settled RSUs granted June 7, 2023; vest on first anniversary subject to continued service through the 2024 annual meeting .
Executive (NEO) performance program overseen by the Compensation Committee (chaired by Rucker):
- Key annual performance measures identified for pay-versus-performance: Core PPNR, Core Efficiency Ratio, Relative TSR, Non-performing Loans/Total Loans, Growth in Average Total Core Deposits, Core ROAA .
- Long-term incentives: 50% RSUs (time-based) and 50% PSUs (relative TSR for 2024–2026); starting 2025, PSUs use ROATCE relative to KBW Regional Banking Index with a TSR modifier based on shareholder feedback .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other U.S.-listed company boards | None (current or former) |
| Compensation Committee interlocks | None for 2024 members (Rucker (Chair), Dana, Marturet, Suarez) |
Expertise & Qualifications
- Three decades in human capital strategy, executive compensation, organizational development, change management; Fortune 500 experience across financial services, media/entertainment, and supply chain .
- Education: M.A. Columbia Teachers College; B.A. University at Albany; NACD.DC® .
- Board attributes: The company highlights board independence, diversity (40% female, 40% racially/ethnically diverse nominees), and committee oversight of human capital and sustainability .
Equity Ownership
| Metric | March 14, 2024 | March 10, 2025 |
|---|---|---|
| Class A Voting Common Stock beneficially owned (shares) | 3,376 | 6,230 |
| Class A Non‑Voting Common Stock beneficially owned (shares) | — | — |
| Unvested director RSUs at year-end (count) | 2,892 (granted 6/7/2023; vest at first anniversary) | 2,854 (granted 5/8/2024; vest at first anniversary) |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold shares equal to 4x annual cash retainer; 5 years to comply; mandatory 50% post-vest holding until compliant .
- Anti-hedging/anti-pledging: Hedging prohibited; pledging expressly prohibited since May 2024 .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Rucker oversees CEO/NEO goals, incentive plan design, stock ownership guidelines, and director pay—clear mandate and independence; Aon engaged as independent compensation consultant, reaffirmed via RFP in 2024 .
- Shareholder responsiveness: 2024 say-on-pay support at 79.3% prompted targeted outreach led by the Compensation Committee Chair; changes followed (reduced subjective weight in annual cash plan to 20% for 2025; PSU shift to ROATCE with TSR modifier) .
- Attendance and engagement: Board convened frequently in 2024; Rucker met ≥75% attendance requirement, independent directors held four executive sessions—supporting active oversight .
- Compensation and ownership alignment: Balanced director pay mix (cash + one-year RSUs), robust ownership guidelines, and prohibitions on hedging/pledging signal alignment and risk control .
RED FLAGS
- No related-party transactions or compensation committee interlocks disclosed for Rucker .
- No pledging or hedging permitted for directors; policy updated May 2024 .
Compensation Peer Group (executive benchmarking context)
- Criteria: Public bank holding companies with total assets $5.25–$20B, within top 100 MSAs, consumer loans <30%, geographic exclusions (AK, CA, HI, OR, WA), business model compatibility .
- Peer group companies include Atlantic Union Bankshares, Brookline Bancorp, Byline Bancorp, ConnectOne Bancorp, CrossFirst Bankshares, Dime Community Bancshares, Enterprise Financial Services, First Financial Bancorp, Flushing Financial, Independent Bank Group, National Bank Holdings, Northfield Bancorp, Peapack‑Gladstone Financial, Provident Financial Holdings, Sandy Spring Bancorp, Seacoast Banking, Stellar Bancorp, Stock Yards Bancorp, TowneBank, Trustmark, Univest Financial, Veritex Holdings .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 79.3% “For” at the 2024 annual meeting; Compensation Committee conducted outreach to top holders (~38% of shares), engaged with investors (~12% of shares), and implemented plan design enhancements based on feedback .
Related Party Transactions (context)
- Audit Committee reviews related party transactions; Regulation O standards applied; related party transaction policy governs approval .
- Disclosure notes a family employment relationship for a different director (Marturet) without involvement or impact on independence; no such disclosures for Rucker .
Director Compensation Details (program features)
| Feature | 2023 | 2024 |
|---|---|---|
| Annual equity grant (directors) | $60,000 RSUs; one-year vest post annual meeting | $65,000 RSUs; one-year vest post annual meeting |
| Cash retainer—Board | $46,000 | $46,000 |
| Cash retainer—Audit membership | $12,000 | $12,000 |
| Cash retainer—other committee membership | $10,000 | $10,000 |
| Chair retainers | LID $25,000; Audit $15,000; other Chairs $12,000 | LID $35,000; Audit $18,000; other Chairs $15,000 |
Notes on Committee Charter Responsibilities (Compensation Committee)
- Oversees compensation philosophy; sets CEO/NEO goals; administers incentive/equity plans; human capital strategy oversight; stock ownership guidelines; director compensation; CEO/exec succession planning; compensation risk assessment; may retain independent advisors (Aon engaged) .
- Delegated limited equity grant authority in 2024 to CEO for talent recruitment/retention (up to 150,000 shares), excluding NEOs/Section 16/directors, with reporting requirements—guardrails in place .