Carlos Iafigliola
About Carlos Iafigliola
Senior Executive Vice President and Chief Operating Officer (COO) at Amerant Bancorp (AMTB); appointed Interim CEO on Nov 6, 2025. He joined Amerant in 2004, served as CFO (2020–Jun 2023) before becoming COO (Jun 2023). He led the bank’s core conversion, the sale of the Houston franchise, and digital/operational modernization; his remit spans loan/deposit operations, treasury management, technology/digital, and project management . Education: Economics (Universidad Católica Andrés Bello, 1998) and Master’s in Finance (IESA, 2003) . 2024 incentive metrics delivered mixed performance (company metrics paid at 48% of target; individual component at 150% for Iafigliola), and PSUs granted in 2022 paid 0% on below-threshold relative TSR, signaling accountability to outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amerant Bancorp | Interim CEO | Nov 2025–present | Board transition; execute growth, cost efficiency, and risk management focus |
| Amerant Bancorp | SEVP, COO | Jun 2023–Nov 2025 | Led core conversion, Houston franchise sale and conversion, digital modernization; oversaw ops/treasury/tech |
| Amerant Bancorp | EVP/CFO | 2020–Jun 2023 | Balance sheet/treasury leadership, investor relations and financial management |
| Amerant Bancorp | SVP & Treasury Manager | 2015–2020 | Balance sheet, investments, professional funding; chaired Finance Committee |
| Amerant Bancorp | Treasury leadership roles | 2004–2015 | Asset-liability and treasury leadership since joining the bank |
| Mercantil Servicios Financieros | Market Risk Analyst | Pre-2004 | Early career in risk at Amerant’s former holding company |
External Roles
- Not disclosed.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 465,000 | 525,000 (12.9% YoY) |
| Target Annual Bonus (% of salary) | 60% | 60% |
| Target Annual Bonus ($) | 279,000 | 315,000 |
| Actual Annual Bonus ($) | 277,600 | 247,569 |
Performance Compensation
2024 Annual Cash Incentive – Company Metrics
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Outcome |
|---|---|---|---|---|---|---|
| Core PPNR ($mm) | 25% | 108.2 | 127.3 | 146.4 | 125.6 | Below Target |
| Growth in Avg. Total Core Deposits | 10% | 4.4% | 4.9% | 5.4% | 3.9% | Below Threshold |
| Core ROAA | 15% | 0.66% | 0.78% | 0.89% | 0.43% | Below Threshold |
| Core Efficiency Ratio | 10% | 74.9% | 68.1% | 61.2% | 68.5% | Above Target |
| Non-Performing Assets / Total Assets | 10% | 0.31% | 0.24% | 0.17% | 1.74% | Below Threshold |
- Company metrics paid 48% of target; with 70% weight, they contributed to an overall payout of 74.8%–78.6% of target depending on NEO .
2024 Annual Cash Incentive – Individual Objectives (Carlos)
- Focus areas: reorganized Digital/IT/Operations; led Houston franchise sale conversion; vendor performance management; treasury mgmt client support; client experience and operational excellence initiatives .
- Individual component earned at 150% of target (30% weight in 2024) .
- Total 2024 bonus: $247,569 (78.6% of target) .
Long-Term Incentives
| Element | 2024 Award Design | 2024 Grant |
|---|---|---|
| RSUs | Time-based; vest in equal annual installments over 3 years beginning on the first anniversary of grant | 7,003 RSUs |
| PSUs | Relative TSR vs peer group over 3 years (2024–2026); 0–150% payout; capped at target if absolute TSR negative | 7,003 target PSUs |
| PSU payout history | 2022–2024 PSUs paid at 0% (below 35th percentile TSR) | 0% for 2022 grant (including Iafigliola) |
| 2025 change | PSUs shift to ROATCE relative to KBW Regional Banking Index with a TSR modifier (multi-metric) | Adopted for 2025 grants |
Program Governance
- Clawback policy (Rule 10D-1/NYSE-compliant) adopted in 2023; recovery on accounting restatement; no indemnification for clawback .
- No hedging or pledging; dual-trigger CIC vesting; no excise tax gross-ups; majority of pay at-risk .
- Anti-pledging explicitly reinforced in May 2024 Insider Trading Policy update .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 14,670 Class A Voting shares (less than 1%) |
| Shares outstanding (Class A Voting) | 38,986,099 (as of Mar 10, 2025) |
| Ownership as % of outstanding | ~0.038% (14,670 / 38,986,099) |
| Options | None; company has not granted stock options to executive officers under current plan |
| ESPP | Employee stock purchase plan available; NEOs eligible elected to participate in 2024 offering periods |
| Stock ownership guidelines | Exec Mgmt Committee members: 2x salary; EVPs: 1x salary; 5 years to comply; retain 50% of net shares until compliant |
| Compliance status | All NEOs have either met guidelines or are on track within the allowed period |
| Hedging/pledging | Prohibited for officers and directors; no pledging footnote indicated for Iafigliola in ownership table |
Employment Terms
- Current agreements:
- Change in Control Agreement (initial 2-year term; auto-renewals; term becomes 1 year post-CIC). On CIC termination (without cause/for good reason): severance equals 24 months base salary, a lump-sum severance bonus calculated per agreement, and up to 18 months COBRA reimbursements; subject to release and restrictive covenants (non-compete, non-solicit, confidentiality, non-disparagement) .
- Restrictive Covenant Agreement executed with the Company (customary IP, non-solicitation, non-compete, confidentiality) .
- Non-CIC termination: Following non-renewal of his prior employment agreement (effective Mar 16, 2023), cash severance outside a CIC is not provided under an employment agreement; equity award agreements provide pro-rata vesting rules on qualifying terminations (RSUs pro-rata; PSUs at greater of target/actual, pro-rata) .
- Equity on CIC/termination:
- RSUs: full vest on CIC if not replaced; if replaced, full vest on qualifying termination within 12–24 months post-CIC; pro-rata vest on qualifying non-CIC termination; full vest on death/disability .
- PSUs: earn at greater of target or actual, pro-rata, on CIC or qualifying termination; vest at target on death/disability .
Company Performance Context (for Pay-Performance framing)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($ USD) | $56,599,000* | $47,412,000* | $8,292,000* |
| Net Income ($ USD) | $63,310,000 | $32,490,000 | -$15,752,000* |
| Note: Values retrieved from S&P Global. (* denotes values with no embedded citation from the tool.) |
Compensation Committee, Peer Group, Say-on-Pay
- Committee oversight and advisor: Independent compensation committee (Chair: Ashaki Rucker) retained Aon; RFP completed in 2024 and Aon re-engaged .
- Peer group (2024 comp benchmarking): Includes Seacoast Banking, Trustmark, Atlantic Union, Veritex, TowneBank, Byline, Independent Bank Group, others (size/market criteria-based) .
- Say-on-Pay 2024: 79.3% approval; investor outreach led to reduced subjective weighting in STI (to 20% for 2025) and 2025 PSU multi-metric design (ROATCE + TSR modifier) .
Risk Indicators & Red Flags (policy and design)
- Clawback policy in place; no change-in-control excise tax gross-ups; anti-hedging/anti-pledging; dual-trigger equity vesting .
- 2022–2024 PSUs paid 0% on relative TSR, demonstrating downside pay sensitivity .
Investment Implications
- Pay-for-performance alignment: Significant equity mix (RSUs/PSUs), a stringent PSU design that paid 0% for the 2022–2024 cycle, and 2025 shift to ROATCE+TSR should better link payouts to bank-specific profitability and shareholder returns .
- Retention risk and incentives: No ongoing employment agreement (C-suite standardizing on CIC-only protection) reduces cash severance exposure outside CIC; RSUs vest over 3 years and PSU performance cycles encourage tenure through multi-year periods .
- Insider selling pressure: Annual RSU vests and potential PSU outcomes can create event-driven Form 4 activity; anti-hedging/pledging reduces misalignment risk .
- Governance posture: Strong safeguards (clawback, dual-trigger vesting, ownership guidelines) and ongoing shareholder feedback integration (lower subjectivity in STI; PSU redesign) support compensation credibility .
Sources: 2025 Proxy (DEF 14A, Mar 28, 2025) ; 2024 Proxy (DEF 14A, Mar 29, 2024) ; CIC Agreement 8-K (Apr 3, 2023) ; CFO Appointment 8-K (May 18, 2020) ; Investor Update 8-K (Feb 13, 2024) ; CEO transition 8-K (Nov 6, 2025) .