Gerald P. Plush
About Gerald P. Plush
Gerald P. Plush is Chairman, President and Chief Executive Officer of Amerant Bancorp (AMTB), age 66, serving on the Board since 2019; he became CEO in March 2021 (Vice-Chairman & CEO), added President in July 2021, and was appointed Chairman on June 8, 2022; the Board unanimously reappointed him Chairman on May 7, 2025 . He holds a B.S. in Accounting from St. Joseph’s University, is an inactive CPA and CMA, and has NACD Directorship Certification and a Certificate in Cybersecurity Oversight . Pay-versus-performance disclosure shows Compensation Actually Paid to Plush of $1,750,726 in 2024; Amerant’s cumulative TSR value from a $100 baseline stood at $107.87 in 2024, and net income was a loss of $15,752 thousand while Core PPNR was $125,556 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amerant Bancorp | Chairman, President & CEO | Chairman since Jun 8, 2022; President & CEO since Jul 1, 2021; CEO since Mar 20, 2021 | Led transformation and governance; board leadership |
| Patriot Financial Partners | Partner | Jan 2019–Feb 2021 | Sourced investments; represented Patriot on boards of banks/finance/fintech |
| Verdigris Holdings, Inc. | CEO | 2018 | Operating leadership in fintech |
| Santander Holdings USA | Chief Administrative Officer; CFO | CAO 2016–2017; CFO 2014–2016 | Senior leadership at a major U.S. banking group |
| Webster Bank | President & COO; CFO | President & COO 2011–2013; CFO 2006–2013 | Executive operations and financial leadership at regional bank |
| MBNA America | SEVP & MD, Corporate Development & Acquisitions; CFO North America; CFO US Credit Card | SEVP/MD 2004–2006; CFO North America 2003–2004; CFO US Credit Card 1999–2003 | Corporate development and finance leadership in credit cards |
External Roles
| Organization | Role | Years/Status |
|---|---|---|
| FIFA World Cup 2026 Miami Host Committee | Board member | Current |
| CEO Council of the Greater Ft. Lauderdale Alliance | Member | Current |
| Broward Workshop | Member | Current |
| Florida Council of 100 | Member | Current |
| Orange Bowl Committee | Member | Current |
| U.S.-listed company boards | Current: None; Former: Santander Consumer USA (SC), Webster Bank (WBS) | Former directorships noted |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 895,000 | 900,000 | 960,000 (increase effective Jan 1, 2024 per amended agreement) |
| Other Compensation ($) | 63,090 | 48,729 | 48,854 (401k match $17,250; life insurance $30,884; perquisites $720) |
| Director Fees | — | — | No compensation for director service as CEO |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Company metrics aggregate | 70% of target | $672,000 | 48% achievement | $322,496 | Paid per plan timeline |
| Annual Cash Incentive (2024) | Individual metrics | 30% of target | $288,000 | 137.5% achievement | $396,000 | Paid per plan timeline |
| Annual Cash Incentive (2024) | Total | — | $960,000 (target = base salary) | 74.8% of target | $718,496 | — |
| Long-Term Incentive (2024) | RSUs | 50% of LTI | 25,611 units | Time-based | Grant date fair value $575,991 | Vests 1/3 each Feb 16, 2025–2027 |
| Long-Term Incentive (2024) | PSUs | 50% of LTI | 25,611 target units | Relative TSR vs comp peer group | Grant date fair value $535,526 | 3-year period (Jan 1, 2024–Dec 31, 2026); payouts 0–150% based on percentile |
| PSUs (2022 grant) | Relative TSR | — | If target achieved: 14,715 shares | TSR <35th percentile | 0% payout | Performance period ended Dec 31, 2024; certified Jan 2025 |
Design highlights:
- Annual cash incentive uses separate company and individual metrics; Core PPNR identified as the most important performance measure linking pay to Compensation Actually Paid for 2024 .
- Starting with 2025 PSUs, metric changes incorporate ROATCE relative to KBW Regional Banking Index with a TSR modifier, responding to shareholder feedback to broaden performance metrics beyond TSR-only .
Equity Ownership & Alignment
- Beneficial ownership: Plush owned 159,435 Class A Voting shares as of March 10, 2025; Amerant had 38,986,099 Class A Voting shares outstanding .
- Stock ownership guidelines: CEO required to hold 4x base salary; officers and directors have 5 years to comply; retain 50% of net shares until compliant; compliance reviewed periodically; NEOs have met or are on track .
- Anti-hedging/anti-pledging: Hedging and pledging of Amerant securities prohibited; insider trading policy updated in May 2024 to expressly ban pledging/margin .
- Options: NEOs did not hold options; no option exercises in 2024 .
- ESPP: Plush elected to participate in the Employee Stock Purchase Plan in 2024 .
Outstanding and vested equity detail:
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) at 12/31/2024 | Vesting Schedule |
|---|---|---|---|---|
| RSU | 2/16/2022 | 4,905 | 109,921 | Vested on Feb 16, 2025 |
| RSU | 2/16/2023 | 12,444 | 278,870 | 50% on Feb 16, 2025; 50% on Feb 16, 2026 |
| RSU | 2/16/2024 | 25,611 | 573,943 | 1/3 on Feb 16, 2025; 1/3 on Feb 16, 2026; 1/3 on Feb 16, 2027 |
| PSU (2022–2024 cycle) | 2/16/2022 | 8,004 | 179,367 | Earned 0% (TSR below 35th percentile); pro-rata vesting rules apply on certain terminations |
| PSU (2023–2025 cycle) | 2/16/2023 | 9,907 | 222,018 | Earned at end of cycle; threshold/target modeling shown |
| PSU (2024–2026 cycle) | 2/16/2024 | 13,109 | 293,784 | Earned at end of cycle; TSR relative payouts 0–150% |
Stock vested in 2024:
| Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|
| Gerald P. Plush | 144,243 | 3,244,025 |
Insider selling pressure implications:
- RSU tranches vest annually on Feb 16 (2025–2027), creating predictable potential liquidity events; PSUs from 2023–2025 and 2024–2026 cycles may add supply if performance criteria are met .
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Amended & restated on Jan 3, 2024; 3-year term from Jan 1, 2024 with automatic one-year extensions unless not renewed |
| Base salary | Increased to $960,000 effective Jan 1, 2024 |
| Annual bonus | Target equals base salary (2024 target $960,000); performance-weighted 70% company/30% individual |
| LTI | Mix of RSUs (time-based) and PSUs (performance-based) |
| Severance (pre-CIC) | 2x (base salary + average of last 3 annual bonuses; alternative if <3 years) paid in equal installments over 24 months; COBRA reimbursements up to 18 months; life insurance maintained for 24 months; outplacement up to $25,000 |
| Severance (CIC-related) | 2.99x (base salary + average of 2023/2022/2021 bonuses) for qualifying termination in connection with change in control; dual-trigger policy applies; RSU/PSU vesting rules detailed |
| Equity acceleration | RSUs: pro-rata vesting for no-cause/good reason; full vesting upon death/disability; change-in-control vesting depending on award replacement; PSUs: pro-rata at greater of target or actual on certain terminations/CIC; cap at target if negative absolute TSR |
| Restrictive covenants | Non-compete adjusted to geographic area within 50 miles of HQ |
| Benefits/perqs | Term life insurance $2 million; car service for business; club membership reimbursement; other standard benefits |
Board Governance
- Board service: Director since 2019; Chairman reappointed May 7, 2025; no standing committee memberships listed for Plush (AMTB Committees: None) .
- Lead Independent Director: Board appointed Odilon Almeida Jr. as Lead Independent Director and chair of Governance/Nominating/Sustainability Committee on May 7, 2025, succeeding prior LID Pamella J. Dana, reinforcing independent oversight alongside CEO-Chair dual role .
- Compensation Committee: Composed entirely of independent directors; utilizes an independent consultant (Aon); undertook an RFP in 2024 and renewed Aon; dual-trigger policy for CIC; maintains clawback; prohibits hedging/pledging .
- Delegated authority: In Jan 2024, Compensation Committee delegated to Plush limited authority to grant up to 150,000 shares for talent recruitment/retention under the 2018 plan, with restrictions: not to himself, other NEOs, Section 16 officers, or directors; semi-annual reporting required .
Director Compensation
- Plush does not receive director compensation as CEO .
- Non-employee director compensation framework includes cash retainers and RSUs with one-year vesting; example 2024 grants of 2,854 RSUs vesting on first anniversary, forfeitures upon resignation applied .
Compensation & Incentives: Multi-Year Summary
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 895,000 | 900,000 | 960,000 |
| Stock Awards (grant-date fair value) | 994,847 | 1,083,346 | 1,111,517 |
| Non-Equity Incentive Plan Compensation | 1,006,794 | 895,484 | 718,496 |
| All Other Compensation | 63,090 | 48,729 | 48,854 |
| Total | 2,959,731 | 2,927,559 | 2,838,867 |
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay approved: For 23,121,578.66; Against 5,016,042; Abstain 55,070; Broker non-vote 4,363,481.01 .
- Shareholder engagement in 2024 prompted PSU metric changes to add ROATCE relative to KBW Regional Banking Index with TSR modifier starting in 2025 .
Compensation Peer Group
- 2024 peer group change: Lakeland Bancorp removed (acquired by Provident Financial Services in May 2023); Stellar Bancorp added due to size comparability; TSR-based PSUs benchmarked to this peer set .
Risk Indicators & Red Flags
- Hedging/pledging prohibition reduces alignment risk; dual-trigger CIC policy and clawback adopted in 2023 strengthen governance .
- 2022 PSU payout at 0% highlights strict performance linkage; metric diversification in 2025 responds to shareholder concerns about TSR-only design .
- No excise tax gross-ups on CIC; majority of pay is variable/performance-based; no options held or repriced .
Board Service History, Committee Roles, and Dual-Role Implications
- Service history: Director since 2019; CEO since March 2021; President since July 2021; Chairman since June 8, 2022; reappointed Chairman May 7, 2025 .
- Committees: None listed for Plush; he does not serve on Board committees .
- Dual-role implications: Board maintains a Lead Independent Director (appointed May 7, 2025) and independent Compensation Committee, utilizes independent consultants, and enforces stock ownership and clawback policies to mitigate CEO-Chair concentration of power .
Investment Implications
- Alignment: Strong ownership guidelines (4x salary) and anti-pledging/hedging, plus sizeable RSU/PSU mix, align incentives with shareholders; 2022 PSUs paid 0%, demonstrating payout sensitivity to performance .
- Retention risk and supply: RSUs vest annually every Feb 16 through 2027 and significant 2024 vestings occurred (144,243 shares, $3.24M realized), suggesting predictable calendar-linked potential selling pressure; PSUs may add supply contingent on TSR/ROATCE outcomes .
- Contract economics: Pre-CIC severance increased to 2x salary+bonus average and CIC severance at 2.99x signal competitive retention economics; dual-trigger and clawback moderate payout risk .
- Governance balance: CEO-Chair dual role is offset by an active Lead Independent Director and independent compensation oversight; 2025 Say-on-Pay approval indicates current investor acceptance of pay design .