Sharymar Calderón
About Sharymar Calderón
Senior Executive Vice President and Chief Financial Officer of Amerant Bancorp Inc. since June 1, 2023; promoted to SEVP in November 2024. Previously Head of Internal Audit at Amerant (June 2021–May 2023), SVP/Head of Payment Operations at Ocean Bank, and nine years at PwC. She holds a BBA in Accounting and Marketing from the University of Puerto Rico and is a licensed CPA in Florida and Puerto Rico with memberships in AICPA, PR State Society of CPAs, and ALPFA . At appointment, she was 35 years old . 2024 execution highlights under her finance remit included completing a $165M equity raise, executing the Houston franchise sale, and advancing finance transformation—contributing to 2024 outcomes such as Core PPNR of $125.6M, Core Efficiency Ratio above target, and a structured incentive payout framework; relative TSR PSUs for the 2022–2024 cycle paid 0%, evidencing pay-for-performance rigor .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amerant Bancorp | EVP, CFO (then SEVP, CFO) | Jun 1, 2023 – present | Leads financial management incl. treasury, reporting, FP&A, strategy, IR, controls, tax; named SEVP in Nov 2024 . |
| Amerant Bancorp | SVP, Head of Internal Audit | Jun 2021 – May 2023 | Led audit plan and SOX coordination, risk assessment, auditor integration . |
| Ocean Bank | SVP, Head of Payment Operations | Aug 2020 – Jun 2021 | Led deposit and payment operations . |
| PwC | Audit (Associate to Senior Manager) | 2011 – 2020 | Banking/broker-dealer/asset management audits; accounting/financial reporting expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AICPA | Member | n/a | Professional affiliation . |
| Puerto Rico State Society of CPAs & Florida Chapter | Member | n/a | Professional affiliation . |
| ALPFA | Member | n/a | Professional affiliation . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (actual paid) | $268,883 | $400,000 | 2024 increase reflected promotion/market alignment . |
| Base salary (rate guidance from offer) | $300,000 from 6/1/23; scheduled $325,000 on 1/1/24 | — | Offer letter terms . |
| Target annual bonus (% of salary) | 75% | 75% | Unchanged per comp committee . |
Performance Compensation
2024 Annual Cash Incentive Design and Results
- Company metrics weighted 70%: Core PPNR, Growth in Avg. Total Core Deposits, Core ROAA, Core Efficiency Ratio, Non-Performing Assets/Total Assets; targets revised mid-year due to Houston sale. Aggregate payout on company metrics was 48% of target .
- Individual key initiatives weighted 30%: Calderón achieved 150% of target based on capital raise execution, asset sale support, market expansion analysis, and finance ops upgrades .
| Component | Weight | Threshold | Target | Max | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Core PPNR ($M) | 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 |
| NPA / Total Assets | 10% | 0.31% | 0.24% | 0.17% | 1.74% | Below Threshold |
| Individual KPIs (Calderón) | 30% | — | — | — | 150% | 150% |
| 2024 Bonus Outcome (Calderón) | Target ($) | Company Portion (70%): Payout $ | Individual Portion (30%): Payout $ | Total Payout $ | Total as % of Target |
|---|---|---|---|---|---|
| Annual incentive | $300,000 | $100,780 | $135,000 | $235,780 | 78.6% |
Long-Term Incentives (LTI)
- 2024 mix: 50% RSUs (3-year ratable vest), 50% PSUs (3-year relative TSR) .
- 2024 grant sizes (Calderón): 6,669 RSUs and 6,670 target PSUs .
- 2022–2024 TSR PSUs paid 0% (below 35th percentile), underscoring performance sensitivity .
- 2025 PSU metric shift: ROATCE relative to KBW Regional Banking Index with a TSR modifier (multi-metric), reflecting investor feedback .
| PSU performance grid | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative TSR percentile (2024 grant) | <35th | 35th | 50th | 75th |
| Earned % | 0% | 50% | 100% | 150% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A Voting) | 9,417 shares (<1%) as of Mar 10, 2025 . |
| Outstanding equity at 12/31/2024 (by grant) | RSUs: 2/16/2023: 1,667 (half vested 2/16/2025; remainder 2/16/2026) ; 6/1/2023: 4,204 and 3,737 (each vests 50% on 6/1/2025 and 6/1/2026) ; 2/16/2024: 6,669 (1/3 vested 2/16/2025; remaining 2/16/2026–2027) . PSUs: 6/1/2023: 3,314 (2023–2025 cycle; shown at threshold proxy count) ; 2/16/2024: 3,414 (2024–2026 cycle; shown at threshold proxy count) . |
| Ownership guidelines | Executives must hold stock: CEO 4x salary; Other Exec Mgmt Committee 2x; EVPs 1x; 5 years to comply; NEOs have met or are on track . |
| Hedging/pledging | Hedging and pledging of company stock prohibited (policy updated May 2024) . |
| Clawback | Dodd-Frank compliant clawback policy adopted in 2023 for erroneously awarded incentive comp . |
| ESPP and retirement | ESPP at 85% of FMV with semiannual periods; 401(k) safe harbor match 100% of first 5% (immediate vesting) . |
Vesting calendar and potential selling pressure:
- 6/1/2025 and 6/1/2026 from June 2023 RSUs; 2/16/2025–2027 from 2024 RSUs; PSU outcomes depend on relative performance (2023–2025 and 2024–2026 cycles), capping at target if absolute TSR is negative .
Employment Terms
| Term | Detail |
|---|---|
| Offer letter (effective 6/1/2023) | Base salary $300,000; increases to $325,000 on 1/1/2024; target bonus 75% of salary; sign-on RSUs $100,000 (3-year ratable vest); LTI (RSUs/PSUs) at 75% of salary; CIC Agreement to be executed . |
| 2024 base salary | Increased to $400,000 (approved by Compensation Committee) . |
| Change-in-control (CIC) cash severance | For non-CEO NEOs (incl. CFO): lump sum equal to 24 months base salary + average prior bonus; plus up to 18 months COBRA reimbursements (double trigger upon qualifying termination in CIC window) . |
| Equity treatment at CIC | RSUs/restricted stock vest upon CIC if not replaced; if replaced, full vest on qualifying termination within 12–24 months post-CIC. PSUs vest pro rata at greater of target or actual performance as of CIC . |
| Termination without cause / good reason (non-CIC) | Pro rata vesting of RSUs; PSUs earned pro rata at greater of target or actual as of termination . |
| Restrictive covenants (CIC Agreement) | Non-compete for 24 months (triggered upon receiving severance), within counties of company operations (Restricted Territory); non-solicit of customers and employees for 12 months; confidentiality, non-disparagement; arbitration provisions . |
Selected potential payout illustrations (as of 12/31/2024, per proxy):
- Calderón total estimated value upon qualifying termination in connection with CIC: $1,297,428 (cash severance, equity vesting, welfare benefits), with components detailed in the proxy .
- Calderón total estimated value upon death/disability: $679,631 (equity vesting at target for PSUs; full RSU/restricted vesting) .
Compensation Structure Analysis
- Emphasis on at-risk pay: Target pay mix for NEOs emphasizes variable compensation via annual bonus and LTI (RSUs/PSUs); PSUs began in 2021, adding performance linkage .
- Metric rigor and adjustments: 2024 annual plan was revised mid-year to reflect Houston divestiture; company factor paid at 48%, while individual factor rewarded execution (Calderón at 150%), yielding 78.6% overall payout—balanced against Core Efficiency outperformance and weaker ROAA, deposits, and NPA outcomes .
- LTI performance risk: 2022–2024 TSR PSUs paid 0%; 2025 PSU design adds ROATCE vs KBW Regional Banks with TSR modifier, reducing reliance on market-only outcomes .
- Governance protections: No excise tax gross-ups on CIC; dual-trigger vesting; robust clawback; anti-hedging/pledging; stock ownership guidelines in place .
Risk Indicators & Red Flags
- Section 16 reporting: One late Form 4 for Ms. Calderón related to restricted stock vesting; company disclosed and attributed to inadvertent delay .
- Related party/loans: No related-party transactions disclosed for Calderón; related-party transaction policies and audit committee oversight in place .
- Say-on-pay: 2024 approval at 79.3%; board engaged investors and adjusted PSU metrics for 2025, and reduced subjective key initiatives weight in the annual plan from 30% to 20% in 2025 .
Director/Committee Governance (context for comp oversight)
- Compensation and Human Capital Committee is fully independent; retains Aon as independent consultant; reviews peer groups for market alignment .
- Anti-risk review: 2024 assessment concluded comp programs do not create material adverse risk .
Equity Ownership Detail (as of 12/31/2024; selected CFO lines)
| Grant | Instrument | Unvested/Outstanding (#) | Vesting/Performance Terms |
|---|---|---|---|
| 2/16/2023 | RSUs | 1,667 | 50% vests 2/16/2025; 50% 2/16/2026 . |
| 6/1/2023 | RSUs | 4,204 | 50% vests 6/1/2025; 50% 6/1/2026 . |
| 6/1/2023 | RSUs | 3,737 | 50% vests 6/1/2025; 50% 6/1/2026 . |
| 2/16/2024 | RSUs | 6,669 | 1/3 vests annually 2025–2027 on 2/16 . |
| 6/1/2023 | PSUs | 3,314 (threshold proxy count) | 2023–2025 cycle; actual earned at end of period . |
| 2/16/2024 | PSUs | 3,414 (threshold proxy count) | 2024–2026 cycle; relative TSR grid; cap at target if absolute TSR negative . |
Perquisites & Benefits
- Split-dollar life insurance: Death benefit while employed set at $1,250,000; company provides tax gross-ups on imputed income for NEOs (CEO excluded) .
- 401(k) match: Safe harbor, 100% of first 5% contributions; immediate vesting .
- Deferred compensation: Plan available but Calderón did not participate in 2024 .
- ESPP: Employee purchase at 85% of lesser of start/end price for six-month offering periods .
- Modest perqs: Company-reported cell phone payments for CFO ($660 in 2024) .
Investment Implications
- Alignment: Significant at-risk pay with PSUs that have recently paid 0% on 2022–2024 cycle; ownership guidelines and anti-hedging/pledging support alignment; clawback adds downside risk for executives .
- Near-term selling pressure: Predictable RSU vest dates (Feb 16 and Jun 1 in 2025–2027) could create incremental liquidity events; however, guidelines require retention of 50% of net shares until compliance multiples are met .
- Retention and CoC economics: Double-trigger CIC with 24 months base + average bonus and favorable (pro rata) equity treatment reduces severance overhang vs market while providing retention during strategic events; restrictive covenants (24-month non-compete) mitigate post-departure risk .
- Pay-for-performance credibility: 2024 cash bonus paid below target driven by weak ROAA/deposits/NPA outcomes offset by efficiency execution and strong individual delivery (capital raise and portfolio repositioning), suggesting a balanced scorecard; 2025 PSU redesign improves linkage to bank profitability (ROATCE) .