Pamella J. Dana
About Pamella J. Dana
Lead Independent Director of Amerant Bancorp Inc. (AMTB), age 62, director since 2007. She is Chair of the Corporate Governance, Nominating & Sustainability Committee, a member of the Compensation & Human Capital Committee, and a member of the Bank’s Trust Committee; she presides over executive sessions as Lead Independent Director. Dr. Dana holds a Ph.D. (International Development & Economics, USC), an M.Ed. (Harvard), a B.A. (CSU Chico), and NACD Directorship Certification (NACD.DC). The Board has affirmatively determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Governor’s Office of Tourism, Trade & Economic Development | Executive Director; Florida Chief Protocol Officer | 1999–2007 (Chief Protocol Officer 2002–2007) | Senior state economic development/policy leadership |
| California Trade & Commerce Agency | Assistant and Deputy Secretary | 1995–1999 | Economic development and trade policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Institute for Human & Machine Cognition (IHMC) | Senior Strategic Officer & Chief of External Affairs | Since 2007 | Florida-based research institute |
| Triumph Gulf Coast, Inc. | Vice Chair, Board of Directors | 2013–2022 | State economic development funding body |
| Florida Chamber of Commerce Foundation | Trustee | Since 2007 | Business advocacy foundation |
| Scripps Florida Funding Corp. | Chair of Board; Audit Committee member | 2007–2022 | Life sciences funding oversight |
| Florida Sports Foundation | Board Member | 2011–2019 | State sports economic development |
| U.S. Gulf of Mexico Fisheries Management Council | Florida Voting Member | 2011–2016 | Federal resource management |
| University of West Florida | Trustee | 2006–2009 | Higher education governance |
| International Economic Development Council | Member | Since 2007 | Professional association |
Board Governance
- Independence, leadership, and committees:
- Independent director; Lead Independent Director (LID) since 2022; LID has robust responsibilities including presiding over executive sessions, approving agendas/schedules, liaising with shareholders/stakeholders, and coordinating CEO evaluation/comp review .
- Committees: Chair, Corporate Governance, Nominating & Sustainability; Member, Compensation & Human Capital; Member, Bank Trust Committee .
- Attendance and engagement:
- Board held 18 meetings in 2024 plus a two-day strategy session; all directors (other than Mr. Quelch) attended ≥75% of Board/committee meetings; independent directors held 4 executive sessions in 2024 presided over by Dr. Dana .
- Committee structures and independence:
- Audit, Compensation, Governance, and Risk Committees are 100% independent; 2024 meetings: Audit (11), Compensation (9), Governance (9), Risk (6) .
- Leadership structure:
- Combined Chair/CEO with strong LID counterbalance; Board annually evaluates leadership structure and reappointed the Chair/CEO and LID after the 2024 meeting .
Fixed Compensation (Director)
| Component | AMTB Director Program (2024) | Dana 2024 Actual |
|---|---|---|
| Board cash retainer | $46,000 | |
| LID cash retainer | $35,000 | |
| Committee chair fees | Audit Chair: $18,000; Other Chairs: $15,000 (Governance qualifies) | |
| Committee membership fees | Audit member: $12,000; Other company committees: $10,000; Bank Trust Committee: $5,000 | |
| Annual equity grant (RSUs) | $65,000; 1-year vest after annual meeting | |
| Dana – Fees earned (cash) | $121,000 | |
| Dana – Stock awards (grant-date fair value) | $64,986 | |
| Dana – Total 2024 director compensation | $185,986 |
Notes: The structure reflects her LID role (+$35k), Governance Chair (+$15k), Compensation Committee member (+$10k), and Trust Committee member (+$5k), in addition to the board retainer ($46k), aligning with the disclosed program and her disclosed $121k cash fees .
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | May 8, 2024 | 2,854 | Vest on first anniversary (service-based) | None (time-based RSUs) |
| Annual Equity Value | 2024 Program | — | $65,000 grant value (RSUs) | N/A |
- Directors do not receive options or performance-conditioned equity; 2024 equity is service-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| U.S.-listed public company boards | None (current or former) |
| Compensation Committee interlocks (2024) | None for Compensation Committee members (Dr. Dana served on the committee) |
Expertise & Qualifications
- Economic development, public policy, organizational leadership; senior government executive experience (Florida and California) .
- Governance leadership: LID responsibilities include agenda approval, shareholder engagement, and CEO evaluation coordination .
- Education: Ph.D. (USC), Master’s (Harvard), B.A. (CSU Chico), NACD.DC certification .
Equity Ownership
| Holder | Security | Amount | % of Class | Notes |
|---|---|---|---|---|
| Pamella J. Dana | Class A Voting Common Stock | 23,763 | 0.061% (23,763 / 38,986,099) | Shares outstanding as of Mar 10, 2025: 38,986,099 |
| Pamella J. Dana | Class A Non-Voting Common | — | — | None reported |
| Unvested Director RSUs (as of 12/31/2024) | Stock-settled RSUs | 2,854 | — | Awarded May 8, 2024; vest one year later |
- Anti-hedging/anti-pledging policy prohibits pledging and speculative transactions (updated May 2024) . No pledging disclosures for Dr. Dana; pledging footnote in the proxy pertains to another director’s family affiliates (not Dr. Dana) .
Potential Conflicts & Related-Party Exposure
- Related-party transactions: The 2025 proxy discloses a transaction involving another director’s family member; no related-party transactions disclosed for Dr. Dana .
- Regulation O and Board/Audit Committee oversight processes in place for any related-party dealings; Audit Committee reviews/approves per policy .
Say-on-Pay & Shareholder Feedback (Committee Oversight)
- 2024 Say-on-Pay vote: 79.3% support; Compensation Committee conducted outreach to top holders and implemented changes (e.g., reduced subjective “key initiatives” weight to 20% in 2025; PSUs to use ROATCE relative to KBW Regional Banking Index with TSR modifier starting 2025) .
- Independent compensation consultant (Aon) engaged post-RFP; independence affirmed by the Committee .
Director Stock Ownership Guidelines
- Non-employee directors required to hold stock equal to 4x annual cash retainer; 5-year compliance window; retention requirement at 50% of net shares until compliant .
Risk Indicators & Red Flags
- Section 16 compliance: Company reports full compliance for directors in 2024 (two late filings were for executives, not Dr. Dana) .
- Hedging/pledging: Prohibited by policy; no pledging disclosed for Dr. Dana .
- Attendance: Met ≥75% attendance threshold; presided over 4 independent executive sessions as LID (strong independence signal) .
- Related-party: None disclosed for Dr. Dana .
Governance Assessment
- Positives:
- Strong independent leadership as LID with explicit, substantive responsibilities; presides over executive sessions and engages with shareholders, enhancing oversight of a combined Chair/CEO structure .
- Governance Committee Chair role anchors board evaluation, succession planning, director recruitment/diversity, and sustainability oversight; board/committee self-evaluations conducted annually with 3rd-party evaluation planned in 2025 .
- Compensation Committee membership with evidence of responsiveness to investor feedback (plan design changes for 2025) .
- No interlocks; no related-party exposures for Dr. Dana; Section 16 compliance maintained .
- Watch items:
- Long board tenure (since 2007) implies deep institutional knowledge; Board addresses refreshment via active succession planning and third-party searches (new directors added in 2025) .
Overall, Dr. Dana’s role as an engaged, independent LID and Governance Chair, combined with clear committee independence, rigorous evaluation, and shareholder engagement, supports board effectiveness and investor confidence signals, with no disclosed conflicts or red flags in 2024–2025 .
Appendix: Committee Assignments Snapshot (2024–2025)
| Committee | Role |
|---|---|
| Corporate Governance, Nominating & Sustainability | Chair |
| Compensation & Human Capital | Member |
| Bank Trust Committee (Amerant Bank, N.A.) | Member |
| Lead Independent Director | Presides over executive sessions; agenda/schedule approval; stakeholder engagement; CEO performance/comp coordination |