Oscar Suarez
About Oscar Suarez
Oscar Suarez (age 64) has served as an independent director of Amerant Bancorp Inc. since 2022 and currently chairs the Audit Committee and sits on the Compensation and Human Capital Committee . He is designated by the Board as an “audit committee financial expert,” and has an active CPA, with a career spanning senior roles at Ernst & Young (Partner, multiple leadership positions), KPMG (Partner), and Arthur Andersen (International Tax Manager) . The Board affirmatively determined his independence under NYSE rules and its subjective independence test .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Partner; Cruise & Theme Park Sub-Sector Leader; U.S. Central Region Leadership Team; Florida & Puerto Rico Market Leader; Miami Office Managing Partner | 2004–2021 | Senior leadership across markets and sectors; financial reporting and audit leadership |
| KPMG | Partner | 1989–2004 | Audit and advisory leadership |
| Arthur Andersen | International Tax Manager | 1981–1988 | Tax and accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Industrial Rail Services | Director | Since 2021 | Board service |
| Xtec Inc. | Director | Since 2023 | Board service |
| Latino Corporate Directors Association | Executive Member | Since 2020 | Director community engagement |
| FIU Foundation | Board Member | 2013–2020 | Community involvement |
| United Way Miami | Board Member | 2013–2015 | Community involvement |
Board Governance
- Independence, roles, and attendance: Suarez is independent, chairs Audit, and is a member of the Compensation and Human Capital Committee . All directors (except Mr. Quelch pre-AGM) attended at least 75% of Board and applicable committee meetings in 2024; the Board met 18 times and held a special two-day strategy session in Q3 2024 .
- Executive sessions: Independent directors met in executive session four times in 2024, presided by the Lead Independent Director .
- Audit Committee expertise and responsibilities: The Board determined all Audit members are independent and financially literate; Suarez is the audit committee financial expert . The committee oversees the external auditor (RSM), pre-approves services, reviews quarterly/annual filings, internal controls, related-party transactions, internal audit, and risk assessment coordination with the Risk Committee .
- Compensation Committee governance: All members are independent; uses an independent consultant (Aon), maintains stock ownership guidelines and a clawback policy; prohibits hedging and pledging .
- Shareholder voting signals: Director election support for Suarez was strong: 2025 “For” votes 27,846,692 vs. 332,372 “Against” ; 2024 “For” votes 18,074,129 vs. 566,584 “Against” . Say-on-pay passed both years (2024 votes 14,772,293 For, 3,859,643 Against; 2025 votes 23,121,578 For, 5,016,042 Against) .
Fixed Compensation
- Structure (effective 2024): Board cash retainer $46,000; Audit Committee membership $12,000; other Company committee membership $10,000; Trust Committee membership (Bank) $5,000; Audit Chair retainer $18,000; other Company committee chairs $15,000; Lead Independent Director retainer $35,000; annual director RSU grant $65,000 (one-year vest) .
- 2024 breakdown for Suarez: Cash $86,000 (Board $46,000 + Audit membership $12,000 + Compensation membership $10,000 + Audit Chair $18,000); Equity grant fair value $64,986; Total $150,986 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $53,000 | $83,000 | $86,000 |
| Stock Awards ($) | $49,991 | $59,980 | $64,986 |
| Total ($) | $102,991 | $142,980 | $150,986 |
Performance Compensation
- Directors do not receive performance-based equity or cash; awards are time-based RSUs that vest in one year subject to continued service; no options or PSUs for directors are disclosed .
| Grant Detail | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs (# units) | 1,725 RSUs granted June 8, 2022 (one-year vest) | 2,892 RSUs granted June 7, 2023 (one-year vest) | 2,854 RSUs granted May 8, 2024 (one-year vest) |
| Award Type | Stock-settled RSUs (director equity program) | Stock-settled RSUs | Stock-settled RSUs |
Other Directorships & Interlocks
- Other U.S.-listed company boards: None (current or former) for Suarez .
- Compensation Committee interlocks: None required to be disclosed for 2024; the committee included Rucker (Chair), Dana, Marturet M., and Suarez .
- Board service limits: Directors may not serve on more than three other public company boards .
Expertise & Qualifications
- CPA (active); BS in Accounting from St. Thomas University .
- Audit committee financial expert designation; extensive public accounting experience across industries and sectors .
Equity Ownership
- Beneficial ownership as of the relevant record dates:
| Metric | 2022 (as of 3/31/2022) | 2023 (as of 4/13/2023) | 2024 (as of 3/14/2024) | 2025 (as of 3/10/2025) |
|---|---|---|---|---|
| Class A Voting Common Stock (shares) | 200 | 2,225 | 5,117 | 7,971 |
| % of Class A Voting | <1% | <1% | <1% | <1% |
| Class A Non-Voting Common Stock (shares) | — | — | — | — |
- Ownership alignment policies: Stock ownership guidelines require non-employee directors to hold shares equal to 4x annual cash retainer; until met, retain 50% of shares net of taxes; hedging and pledging are prohibited (policy updated May 2024 to expressly prohibit pledging/margin) .
Governance Assessment
-
Strengths
- Independence and role: Independent director; Audit Chair; Compensation Committee member .
- Financial expertise: Audit committee financial expert; active CPA; deep Big Four leadership experience .
- Engagement: ≥75% attendance; Board held 18 meetings plus a special session; four executive sessions of independent directors .
- Compensation practices: Director pay mix balanced (cash + RSUs), modest chair/member retainers; no performance-linked director pay; no options .
- Alignment and controls: Director stock ownership guidelines, anti-hedging/anti-pledging, executive clawback policy, and majority-independent committees .
- Shareholder support: Consistent majority support in director elections for Suarez (2024, 2025), and say-on-pay approvals .
-
Potential risk indicators / RED FLAGS
- Related-party exposure: None disclosed specific to Suarez; Audit Committee oversees related-party transactions; 2024 disclosure notes another director’s family member employment but not involving Suarez .
- Section 16(a) compliance: Company reported compliance for directors/officers in 2024 (two late reports for others, not Suarez) .
- Ownership concentration/pledging: No pledge disclosure for Suarez; company policy prohibits pledging and hedging .
- Interlocks: None required to be disclosed for the Compensation Committee in 2024 .
Overall: Suarez’s profile—a seasoned audit leader, designated financial expert, and independent committee chair—supports Board effectiveness in financial oversight and controls. No personal related-party transactions or governance anomalies are disclosed for Suarez, and shareholder voting shows continued confidence, mitigating governance risk .
Notes on Insider Activity
- No Form 4 insider transaction documents were found in the available index for AMTB; the Company reported Section 16(a) compliance for 2024 except two inadvertent late reports unrelated to Suarez .