Millar Wilson
About Millar Wilson
Independent director of Amerant Bancorp Inc. (AMTB), age 72, serving on the board since 1987. Former Vice-Chairman and CEO of Amerant Bancorp and Amerant Bank (2013–2021) and President & CEO of Amerant Bank (2009–2013), with deep risk management credentials as Global Chief Risk Officer of Mercantil Servicios Financieros (2005–2009). Education includes Harvard Business School’s Program for Management Development and a BSc in business and administrative studies from Bradford University, England . The Board determined Mr. Wilson meets NYSE independence standards starting January 2025; he was not independent in 2024 due to prior employment and compensation thresholds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amerant Bancorp Inc. & Amerant Bank, N.A. | Vice-Chairman & CEO | 2013–2021 | Led company as CEO across listed parent and bank |
| Amerant Bank, N.A. | President & CEO | 2009–2013 | Operational leadership of bank |
| Mercantil Servicios Financieros | Global Chief Risk Officer | 2005–2009 | Enterprise risk oversight |
| Mercantil Servicios Financieros & Banco Mercantil | Executive Director, International Business (various roles) | 1977–2005 | International leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Atlanta – Miami Branch | Board Member | 2013–2019 | Regulatory and policy oversight exposure |
| Enterprise Florida, Inc. | Board Member | 2009–2013 | State economic development involvement |
| Miami Dade College Foundation | Director & Treasurer | 1999–2004 | Financial stewardship for non-profit |
| American Red Cross – Greater Miami & the Keys | Chairman of the Board | 2001–2002 | Community leadership |
Board Governance
- Committee assignments: Member, Risk Committee (AMTB) and Chair, Trust Committee (Amerant Bank, N.A.) .
- Independence: Not independent in 2024; determined independent in January 2025 after cooling-off periods ended (employment ended March 19, 2021; >$120,000 direct compensation period ended December 31, 2024) .
- Attendance: Board held 18 meetings in 2024; all directors except one (Quelch) attended at least 75% of board and committee meetings—Mr. Wilson met the ≥75% threshold .
- Committee activity: In 2024, committees met—Audit 11; Compensation 9; Governance 9; Risk 6; independent directors held four executive sessions led by the Lead Independent Director .
- Risk Committee mandate includes ERM oversight, risk appetite, capital adequacy, information security, BSA/AML/OFAC, consumer compliance, and credit review oversight .
Fixed Compensation
| Component | Structure | 2024 Amount |
|---|---|---|
| Board cash retainer | $46,000 per non-employee director, paid monthly | Included in total cash fees |
| Committee membership (Company) | Audit: $12,000; Other Company committees (e.g., Risk, Compensation, Governance): $10,000 per committee, paid monthly | Included in total cash fees |
| Trust Committee (Bank) | Membership: $5,000; Chair retainer: $7,500, paid monthly | Included in total cash fees |
| Cash fees earned (individual) | Actual cash paid for 2024 service | $68,500 |
Performance Compensation
| Equity | Grant detail | Vesting | 2024 Grant Value |
|---|---|---|---|
| Annual RSU grant | 2,854 stock-settled RSUs granted May 8, 2024 | One-year vesting (after annual meeting) | $64,986 |
- Performance metrics: None; director RSUs vest solely with continued service (time-based), not tied to TSR/financial metrics .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| U.S.-listed company boards | None (current) | |
| U.S.-listed company boards | None (former) | |
| Compensation Committee interlocks | None for 2024 committee members | Committee disclosed no interlocks; Wilson was not on Compensation Committee . |
Expertise & Qualifications
- Former C‑suite banking executive; significant experience in finance/accounting, corporate governance, regulatory affairs, talent management, and risk management .
- Education: Harvard Business School Program for Management Development; BSc, Bradford University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Voting Common Stock beneficially owned | 121,629 shares (<1%) | Includes 5,380 shares in custodial accounts for minor grandchildren, disclaimed for beneficial ownership; outstanding Class A Voting shares: 38,986,099 |
| Class A Non‑Voting Common Stock | — | None owned |
| Unvested director RSUs (as of 12/31/2024) | 2,854 units | Granted May 8, 2024; one-year vesting |
| Pledging/Hedging | Prohibited | Insider Trading Policy updated May 2024 expressly prohibits pledging; anti‑hedging in place |
| Ownership guidelines | 4x annual cash retainer for non‑employee directors | Compliance monitored by Compensation Committee; five-year window to meet |
Governance Assessment
- Independence restored in January 2025 after required look‑back periods; he was not independent in 2024 due to prior CEO employment and compensation levels—important for perceived board objectivity going forward .
- Very long tenure (director since 1987) enhances institutional knowledge but can raise investor questions on refreshment; Board emphasizes periodic evaluations and succession planning .
- Risk Committee membership and Trust Committee chair role align with his risk and banking operations background; Risk Committee oversees ERM, capital, info security, and compliance .
- Attendance met ≥75% threshold amid a heavy 2024 meeting schedule (18 board meetings; 4 independent executive sessions), indicating engagement during transformative events (Houston franchise sale, capital raise) .
- Ownership alignment: tangible equity stake (121,629 shares) plus annual RSUs; directors subject to stock ownership guidelines (4x cash retainer) and anti‑pledging/anti‑hedging policies .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Mr. Wilson; Related Party Transaction Policy requires Audit Committee review/approval; notable related‑party disclosure pertains to another director (Marturet) .
- Board leadership: Combined Chair/CEO structure with a robust Lead Independent Director role and majority‑independent board/committees—calls for sustained independent oversight given the structure .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Compliant | Company reports all directors/officers met filing requirements in 2024, except late filings for two officers unrelated to Mr. Wilson |