Juan Esterripa
About Juan Esterripa
Senior Executive Vice President and Chief Commercial Banking Officer at Amerant Bancorp (Amerant Bank, N.A.) from April 19, 2023 until stepping down effective September 3, 2025; responsibilities spanned commercial banking, CRE, syndications, specialty finance, and treasury management . Education and age are not disclosed in available filings. 2024 pay-for-performance outcomes: he earned 78.6% of his target annual incentive (company metric score 48% of target; individual initiatives paid at 150%) as Amerant’s Core ROAA and deposit growth fell below threshold while Core Efficiency beat target . Amerant’s 2022–2024 PSU cycle paid 0% (TSR below 35th percentile), reinforcing the at-risk nature of long-term pay, though Mr. Esterripa did not hold those 2022 PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amerant Bank, N.A. | SEVP, Chief Commercial Banking Officer | 2023–2025 | Led commercial banking lines; advanced talent build, sales pipeline alignment, and resolution of special mention/NPLs; individual incentive paid at 150% for 2024 objectives . |
External Roles
No external board or public company roles disclosed for Mr. Esterripa in the proxy or 8-Ks .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Annual Incentive ($) |
|---|---|---|---|---|
| 2023 | 336,458 | 75% | — | 238,460 |
| 2024 | 535,000 | 75% | 401,250 | 315,356 |
Notes:
- Offer letter set initial salary at $475,000 (Mar 22, 2023); Compensation Committee increased to $535,000 effective Jan 1, 2024 .
- 2024 target bonus = 75% of salary; target unchanged vs 2023 .
Performance Compensation
2024 Annual Cash Incentive Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Metric |
|---|---|---|---|---|---|---|
| Core PPNR ($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 Aggregate | 70% | — | — | — | — | 48% of Target |
| Individual Initiatives (Esterripa) | 30% | — | — | — | — | 150% of Target |
| Total Payout (Esterripa) | — | — | — | — | — | 78.6% of Target |
Design notes:
- Weight of individual “key initiatives” reduced to 30% for 2024 (20% in 2025); company metrics = 70% .
- 2024 metric targets were reset mid-year to reflect the sale of the Houston franchise and core focus; company payout for metrics was 48% of target .
2024 Long-Term Incentives (Granted Feb 16, 2024)
| Instrument | Grant Date | Shares/Units | Vesting/Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 2/16/2024 | 8,920 | Time-based; vest 1/3 on each of 2/16/2025, 2/16/2026, 2/16/2027 | 200,611 |
| PSUs (TSR vs peer group) | 2/16/2024 | 8,921 target (50–150% payout range) | 3-year performance (1/1/2024–12/31/2026); payout by relative TSR with cap at target if absolute TSR < 0 | 186,538 |
Program change: Starting with 2025 grants, PSUs use ROATCE relative to KBW Regional Banking Index with a TSR modifier, reflecting investor feedback to use more than TSR alone .
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Class A Voting Shares | % of Class A Voting | Notes |
|---|---|---|---|
| Juan Esterripa | 11,843 | <1% | As reported in Security Ownership table . |
- Company prohibits hedging and pledging; insider trading policy updated May 2024 to expressly prohibit pledging or holding Amerant securities on margin . No pledging disclosed for Mr. Esterripa; pledged shares noted only for a director’s affiliates in footnotes .
- Stock ownership guidelines: Executive Management Committee members 2x salary; Executive Vice-Presidents 1x salary; five-year compliance window. “All NEOs have either met these guidelines or are on track.” .
- Deferred compensation plan participation: only CEO and COO participate; Mr. Esterripa does not .
Outstanding Equity Awards (12/31/2024)
| Grant | Type | Unvested Units | Market/Payout Value ($) | Notes |
|---|---|---|---|---|
| 4/17/2023 | RSUs | 13,571 | 304,126 | Time-based RSUs outstanding |
| 4/17/2023 | RSUs | 6,053 | 135,424 | Time-based RSUs outstanding |
| 2/16/2024 | RSUs | 8,920 | 199,897 | 1/3 vested on 2/16/2025; balance 2026–2027 |
| 4/17/2023 | PSUs | 4,811 (unearned) | 107,821 | Performance-based; details per award agreements |
| 2/16/2024 | PSUs | 4,566 (unearned) | 102,333 | TSR cycle 2024–2026 |
Vesting calendar (forward-looking from grant mechanics):
- 2024 RSUs: remaining 2,973 shares vest 2/16/2026; 2,973 shares vest 2/16/2027 (post 2/16/2025 first third) .
Employment Terms
| Document/Agreement | Key Terms |
|---|---|
| Offer Letter (3/22/2023) | Initial base salary $475,000; target annual incentive 75% of salary based on company and individual goals . |
| Restrictive Covenant Agreement | Customary non-compete, non-solicit, confidentiality and IP provisions (executed by non-CEO NEOs) . |
| Change-in-Control (CIC) Agreement | Upon Qualifying Termination within 24 months after a CIC: lump sum equal to 24 months base salary + average of last 3 annual bonuses (fewer years if applicable) and up to 18 months COBRA reimbursement . |
| Equity Treatment | On CIC: RSUs/restricted stock vest unless replaced; if terminated without Cause or for Good Reason post-CIC within the stated window, replaced awards vest in full. PSUs: earned pro rata at greater of target or actual through CIC . |
| Step-Down Event | Mr. Esterripa stepped down effective Sept 3, 2025; separation terms were being finalized as of the 8-K filing . |
Potential Payments (Sensitivity as of 12/31/2024)
| Scenario (as of 12/31/2024) | Cash Severance ($) | PSUs ($) | RSUs ($) | Welfare/Other ($) | Total ($) |
|---|---|---|---|---|---|
| CIC (no termination) | — | 183,959 | — | — | 183,959 |
| Qualifying Termination in Connection with CIC | 1,308,460 | 183,959 | 639,447 | 18,298 | 1,966,205 |
| Termination Without Cause or Good Reason (no CIC) | — | 411,687 | 317,484 | — | 501,442 |
| Death or Disability | — | 411,687 | 639,447 | — | 1,051,134 |
Notes: Values reflect stock price of $22.41 at 12/31/2024 and pro-rata/target rules per award agreements .
Compensation Structure Analysis
- Mix and risk: For 2024, SEVP target mix included salary, 75% target cash bonus, and LTIP at 75% of salary split 50/50 RSUs/PSUs; long-term equity reinforces alignment and retention via 3-year performance and multi-year vesting .
- Metric rigor: 2024 targets were revised mid-year to reflect strategic repositioning (Houston franchise sale), with company component still paying 48% of target—suggesting goals retained difficulty under updated plan context .
- Discretion vs formula: Individual component was 30% in 2024 (moving to 20% in 2025), reducing subjectivity in the bonus design per investor feedback .
- PSU design shift: 2025 adoption of ROATCE with TSR modifier broadens performance lens beyond TSR, addressing investor requests for multi-metric PSUs .
- Perquisites and gross-ups: Provides auto allowance and club membership; BOLI split-dollar program includes tax gross-up payments for imputed income (except CEO), which some investors view as shareholder-unfriendly .
Performance & Track Record
- 2024 achievements (individual): Talent build across key segments, cultural/process improvements, strong sales pipeline alignment, and remediation of problem credits; earned 150% on individual initiatives .
- Company outcomes informing pay: Company metrics below target on Core ROAA, deposit growth, and NPAs/Assets; above target on Core Efficiency; aggregate company metric score 48% of target .
- Long-term equity results context: 2022–2024 PSUs paid 0% (relative TSR below 35th percentile), illustrating real downside in long-term variable pay; Esterripa did not hold those 2022 PSUs .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial Ownership | 11,843 Class A Voting shares; <1% . |
| Unvested/Unearned Equity | 28,544 unvested RSUs (4/17/2023 and 2/16/2024 tranches), plus 9,377 unearned PSUs across 2023 and 2024 cycles as of 12/31/2024 . |
| Pledging/Hedging | Prohibited by policy; no pledging disclosed for Esterripa . |
| Ownership Guidelines | 1x salary for EVPs; 2x for Executive Management Committee; five-year window. NEOs are either compliant or on track . |
| Deferred Comp | Does not participate (only CEO and COO do) . |
Employment Terms and Protections
- CIC protection is double-trigger; RSUs vest (or replaced) at CIC and fully vest on qualifying termination; PSUs earn pro-rata at ≥ target/actual at CIC; non-CEO NEOs receive 24 months base plus bonus average and COBRA reimbursement if terminated post-CIC .
- Restrictive covenants in place; non-compete/non-solicit customary for non-CEO NEOs .
Investment Implications
- Alignment: Significant portion of pay at risk via annual and long-term incentives; 2024 bonus reduced by underperformance on core company metrics; 0% payout on 2022–2024 PSUs for peers underscores downside risk in equity .
- Retention and selling pressure: 2024 RSUs vest through 2027; continued vesting and any separation arrangements may create incremental supply, but pledging/hedging are prohibited and PSU payouts remain performance-contingent .
- Governance and incentives: Shift to ROATCE+TSR PSUs in 2025 improves alignment with bank value drivers; reduction of subjective bonus component to 20% in 2025 addresses investor feedback .
- Risk flags: Split-dollar life insurance tax gross-ups for NEOs (other than CEO) persist; 2024 company results show asset quality pressure and below-threshold ROAA and deposit growth, informing cautious expectations on incentive realizations .
- Transition risk: Mr. Esterripa’s step-down effective Sept 3, 2025 creates leadership transition in commercial banking; final separation terms pending as of filing date .