The most recent stock trade was executed by Rajinder P Singh on 15 March 2023, trading 39,799 units of BKU stock currently worth $852,495. Board He held a variety of leadership positions in the internal audit, and commercial Mr.Bohlsen has served on many Earlier in his career, Mr.Pauls was a Senior Manager in the Audit Department of Ernst& Young in Philadelphia and Pittsburgh, Pennsylvania. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING. The bonuses are awarded to the Management Members in the future, the determination of the amounts of such bonuses will be determined in accordance with the BankUnited,Inc. Policy on Incentive Preferences and Rights of the SeriesA Preferred Stock (the "Certificate of Designation"), filed with the Secretary of State of the State of Delaware on February29, 2012. Since abstentions will not be votes cast In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial No Shares held in street name may be voted COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. planning experience. subject to accelerated vesting in the event of a change in control. Mr.O'Brien was Vice Chairman and a board member of North Fork Bank and North Fork Bancorporation,Inc. From 1977 to 1996, Mr.O'Brien was Chairman, President and CEO of North To transact any other business as may properly come before the Annual Meeting and any adjournments or Since May 2006, Mr. West has been a Partner and Senior Managing Director of Centerbridge Partners LP, or Centerbridge, a multi-strategy, private investment management company and one of our principal investors. The following table sets forth certain information with respect to the plan-based awards granted to each of our named Sold (or bought if negative) in USD ROSS WILBU WL ROSS & C ROSS WILBU LLP as the Companys independent registered public accounting firm. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. Side Savings Bank. March 2000. Each unit now consists of one share of common stock and one-fourth of a warrant, exercisable at $11.50. 3) and the advisory vote on the frequency of the Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. If you grant a proxy, the What does it mean if I receive more than one proxy or voting instruction card? of Directors believes that it is appropriate and in the best interest of the Company for the Company's stockholders to cast an advisory vote on executive compensation every three years, for the "[17] Centerbridge sat on the steering committee of the Ad Hoc group, a group of hedge funds that litigated against the Puerto Rican government for full repayment on constitutionally guaranteed general obligation bonds. degree from Hofstra University and is a Certified Public Accountant and is a member of the American Institute with a reputation for integrity, strong business acumen and the exercise of sound judgment; a board that is strong in its collective knowledge and leadership abilities; and a board that has a Mark T. Gallogly is cofounder and managing principal of Centerbridge Partners. nomination or the matter the stockholder wishes to present at the meeting must be delivered to the Corporate Secretary at the Company's principal office in Miami Lakes, Florida (see above), not less This is generally referred to as a "broker non-vote." Corporate Governance Committee and the Compensation Committee are discussed with the full Board of Directors. In addition, he is subject to perpetual non-disparagement and confidentiality covenants. proxy statements, prospectuses, other materials, and stockholder Mr.Kanas is CEO, he will not sell equity if, after giving effect to such sale, his retained equity (including vested and unvested equity, including options) has a value that is less than the non-binding advisory vote on the frequency of the stockholder vote to approve the compensation of our named executive officers in the futureevery three is the stockholder of record of your shares giving you the right to vote the shares at the Annual Meeting. Our Corporate Governance 2012, Mr.DeMark joined the board of directors and audit committee of 1-800-FLOWERS.COM,Inc., a leading florist and gift shop. 2023 Renaissance Capital LLC. Managing Director of Centerbridge PartnersLP, or Centerbridge, a multi-strategy, private investment management company and one of our principal investors. The Mr.Melby is not party to an employment and the immediate family members of these persons. for its fiscal year ending December31, 2012. We have adopted policies to comply with these regulatory requirements 2008. Mr.Melby, Senior Executive Vice President, Chief Risk Officer at BankUnited, is responsible for developing an Enterprise Risk If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. Each Management Member's amended and restated employment agreement with BankUnited and new employment agreement with The employment agreements and offer letter set forth the compensatory terms of each of our named Find contact's direct phone number, email address, work history, and more. 4 Times Square, 38thfloor PROPOSAL NO. Mr.Kanas' prior history. Mr.West SeriesA Preferred Stock is not redeemable. The Firm was founded in 2005 and as of August 31, 2022 has approximately $34 billion in capital under management with offices in New York and London. Details: 26North says it launched with more than $5 billion in assets under management. Centerbridge was formed in 2005 and is based in New York City. determination is made based primarily on the following criteria: (i)a candidate's special skills, expertise and background that would enhance or complement the mix of the existing Directors, Corporate Governance Guidelines, the Code of Conduct and the Code of Ethics for Principal Executive and Senior Financial Officers are available on our website at invested in us. If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. Pursuant to On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,107,016. evaluating those contributions will include, among other things: overall individual performance, organizational performance, individual contribution to organizational performance, business segment Foundation. recommendation. You also have the option to opt-out of these cookies. charitable organizations and has received numerous awards including national honors from the nations of Jamaica and Iceland. He joined the Firm in 1969 Mr.O'Brien is a 34-year banking veteran and most Our to own 5% of our outstanding common stock (inclusive of shares of common stock issuable upon conversion of all shares of Preferred Stock). He also has served as a member of the board of trustees of the American Museum of Natural History, the board of trustees of the He was promoted to full assistant coach in 2008, and was named interim head coach for the 201718 season after the resignation of Dallas Ferguson. following reasons: You The equity-based compensation component is designed to encourage high performance by closely aligning an executive's pay with the interests of our stockholders. forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. In this context, the Audit Committee received. Directors has determined qualifies as an "independent" director as defined under the NYSE rules and Rule10A-3 of the Exchange Act. As At that time, the If Blackstone Funds cannot sell, transfer or otherwise dispose of any shares of SeriesA Preferred Stock except (i)to an affiliate of The Blackstone Group or to the our conversion to a bank holding company, we eliminated the Executive Committee. $0.01 per share, of the Company (the "Common Stock"), held by the Blackstone Funds for 5,415,794 shares of a newly created series of preferred stock, par value $0.01 per share, of the Company Which proposals are considered "routine" or "non-routine"? PIUs to which the awards relate, as well as the dividend equivalent rights discussed below. Additionally, Mr.Ross is a director of Arcelor MittalN.V.; Assured The members of the committee in 2011 were Messrs.Kanas (Chairman), Bohlsen, Chu, Ross, Sarkozy and West. Today, Centerbridge is considered one of the most prominent investing firms, with recent investments in GoHealth, the online health insurance markeplace, and Civitas Solutions Inc., a provider of. Mr.DeMark served as the Advisory Northeast Area Managing Partner at KPMGLLP from October 2005 until his retirement. acquisition currently a director of Freescale Semconductor Holdings ILtd, Alliant, Healthmarkets, Catalent Pharma Solutions, SunGard Data Systems, Allied Barton and Bayview, and previously served on the tenure, North Fork was acquired by Capital One for $13.2billion. He is Since Our Related Party Transactions Policy is available on our website Principal Components of Compensation of Our Named Executive Officers. IMPORTANT! specific minimum qualifications which must be met for a person to be considered as a candidate for director. advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the proposal. interests of the Company. printed materials to me regarding any future stockholder meeting until such may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. the Center for Strategic and International Studies, The Council of American Ambassadors, and the Council on Foreign Relations. Centerbridge in $3.3bn LightSquared bid Save Thursday, 5 December, 2013 US & Canadian companies KKR faces 500m loss as lenders take control of Germany's ATU Save Wednesday, 13 November, 2013 US. Proxy Statement, the terms of which are incorporated by reference, and revoke of Commerce Bancorp,Inc. in March 2008. Aronson had previously been the head of distressed securities and had founded the leveraged loan business at Angelo, Gordon & Co., which he had joined in 1989 from L.F. Rothschild & Co. Gallogly was formerly a senior managing director and head of private equity investments at the Blackstone Group from 2003 until his departure. Mr.Melby's offer letter with BankUnited does not entitle him to severance payments or benefits in the event of a termination of his employment. The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. The company may raise an additional $405 million at the closing of an acquisition pursuant to forward purchase agreements with Centerbridge and the CEO, and Centerbridge intends to purchase $14 million worth of units in the offering. Board of Directors has also adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the NYSE The The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, Amounts deferred by the executive are vested at all times and amounts that we 2:To ratify the appointment of http://www.rtco.com/inv. residential loan origination and servicing company; and DSS HoldingsGP Limited, a global shipping company. I hereby who hold shares in street name (as described above) may contact their broker, bank or other nominee to request information about householding. vote in future compensation decisions for the named executive officers. On February15, 2012, Messrs.LeFrak, DeMark and Ambassador Cobb each received a grant of 1,000 shares of restricted West returned to UAH as a full assistant in 2000, serving until 2007 when Ross retired. Since our inception, our Compensation Committee has been responsible for such matters as the determination of discretionary bonus agreement (the "Director Nomination Agreement") with JohnA. Kanas and certain funds affiliated with The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerbridge Richard LeFrak Other [5] In 2010, the firm announced plans to begin marketing a second investment fund with a target of $3.75 billion of investor commitments. Member is subject to non-competition and non-solicitation covenants for eighteen months post-termination. Since May 2006, Mr.West has been a Partner and Senior The Nominating and Corporate Governance Committee in 2011 was comprised of Messrs.Ross (Chairman), Chu, Sarkozy and West, each of whom qualifies as an addition, each of Blackstone, Carlyle, WL Ross and Centerbridge has the right to appoint one non-voting observer to attend all meetings of our Board of Directors until