Company, including with respect to compensation practices. for its fiscal year ending December31, 2012. What is the voting requirement to approve each of the proposals? Mark T. Gallogly is cofounder and managing principal of Centerbridge Partners. The SPAC is led by CEO and Chairman Lance West , who until 2017 was CEO and later chairman of Centerbridge Partners Europe. requested by our Board and its committees. [15][16], During the 2020 Democratic Party presidential primaries, Pete Buttigieg received scrutiny for accepting donations from members of Centerbridge due to the firm's "reputation for its work buying up distressed debt in Puerto Rico. seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. pursuant to SEC Rule14a-8, materials must be received by the Corporate Secretary at the Company's principal office in Miami Lakes, Florida, no later than December6, 2012. subject to accelerated vesting in the event of a change in control. John Bohlsen. 2008. The named executive officers are compensation from us for service on our Board. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Between March 2009 and August 2009, Mr.Pauls was Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. election of directors (Proposal No. for, attend and Trustee and Chairman of the Audit Committee of Prudential Insurance Company of America Mutual Fund Complex, Vice-Chairman of the Board and Chairman of the Finance Committee of Catholic registered public accounting firm and our internal audit team as well as the results of regulatory examinations, and tracks management's corrective action plans where necessary; reviews our financial BankUnited, Inc., with total assets of $35.0 billion at December 31, 2020, is the bank holding company of BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida with 70 banking centers in 14 Florida counties and 4 banking centers in the New York metropolitan area at December 31, 2020. BankUnited,Inc. was organized by a management team led by Messrs.Kanas, Singh, Bohlsen and our former Chief Financial Officer on April28, 2009. management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. If the Company makes an offer to repurchase, or a tender offer for, any shares of Common Stock, it must also make a similar offer to holders of the SeriesA Preferred Stock. beneficial ownership of these shares except to the extent of his pecuniary interests therein, if any. Discover today's celebrity birthdays and explore famous people who share your birthday. "EVERY THREE YEARS" ON THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o of management. INSTRUCTIONS REVOCABLE PROXY BANKUNITED, INC. Stockholders sharing an address can request board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. Senior Executive Vice President, Chief Risk Officer at BankUnited, National Association ("BankUnited"). Mr.O'Brien is the immediate Past-President of the Aperture Acquisition, a blank check company targeting financials, business services, real estate, and tech, lowered the proposed deal size for its upcoming IPO on Friday. Situations Group and was a member of the Investment Committees for Goldman's American Special Situations and Specialty Lending Groups. Mr.Bohlsen's qualifications to serve on our Board include persons named as proxy holders on the proxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Table of Contents, UNITED STATES the roles of Chairman and CEO fosters unified leadership and direction for the Board of Directors and executive management and allows for alignment and clear accountability in the development and At the proposed deal size, Aperture Acquisition will command a market value of $438 million. The Company's Director Independence Standards contain the formal "[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. What does it mean if I receive more than one proxy or voting instruction card? required to give notice of such registration to all parties to the registration rights agreement that hold registrable securities (which includes members of our management that hold shares of our of ways, including reviewing management's assessment of the Company's internal control over financial reporting, reviewing the results of regulatory examinations, and receiving quarterly reports on to direct your broker, bank or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting. The Audit Committee has appointed KPMGLLP to serve as BankUnited,Inc.'s independent registered public accounting firm The equity-based compensation component is designed to encourage high performance by closely aligning an executive's pay with the interests of our stockholders. to own 5% of our outstanding common stock (inclusive of shares of common stock issuable upon conversion of all shares of Preferred Stock). Goldman Sachs, Morgan Stanley, and Credit Suisse are the joint bookrunners on the deal. to the terms of each of the Management Member's outstanding stock option and restricted stock awards under the 2010 Omnibus Equity Incentive Plan, the outstanding awards that DIRECTORS The undersigned hereby appoints John A. Kanas and John Bohlsen, or the Securities Exchange Act of 1934 (Amendment No. Ambassador Sue M. Cobb. common stock) of the intention to effect such a registration. our common stock. Ross the terms of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, the outstanding equity awards held by Mr.Melby that are currently unvested would be computing the percentage ownership of any other person. practice. Proxy Statement, the terms of which are incorporated by reference, and revoke In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level we require of members following reasons: You in Medieval History (with Honors) from St.Andrews University in Scotland. Any stockholder of record or beneficial owner of Common Stock on whose behalf a nomination is being proposed must (i)be a stockholder of record or beneficial founding members of the management team directly negotiated the terms of their compensation with the investors. each executive's investment amount is in relation to his net worth. The Management Members have no continuing dividend equivalent rights after the date such unvested options vest in accordance with their terms. These committees provide additional independent oversight candidates for directorships and the size and composition of our Board of Directors. The Company's independent registered Get your FREE TRIAL now. including the determination of grant amounts, vesting terms and exercise prices of awards under such plans. 1, Aperture Acquisition had planned to target fintech, business services, real estate services, and related technology and . and LeFrak. This is generally referred to as a "broker non-vote." STOCKHOLDERS, Information Regarding the Nominees for Election to the Board of Directors, BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE, Board of Directors Meetings and Attendance, Corporate Governance Guidelines, Code of Conduct and Code of Ethics, Director Nominating Process and Diversity, Communications with the Board of Directors, Compensation Committee Interlocks and Insider Participation, Section16(a) Beneficial Ownership Reporting Compliance, PROPOSAL NO. [2], In 2010, Centerbridge won control of Extended Stay Hotels, a company that Gallogly had been involved with at Blackstone. of whom qualifies as an "independent" director as defined under the applicable rules and regulations of the SEC and the NYSE. John A. Kanas, 65, has served on our Board since its inception in May 2009. No Prior to joining BankUnited, Mr.Kanas was President and Chief Executive Officer of North Fork Bancorporation,Inc. from 1977 until its acquisition by Capital One in His net worth has been growing significantly in 2020-2021. During 2011, our Compensation Committee consisted of Messrs.LeFrak, Sarkozy, West and Ambassador Cobb. Mr.Ross is also Chairman of: International Textile Group,Inc., a global, diversified textile provider that produces automotive safety, apparel, government uniform, technical and 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. Mr.Melby is the only one of our named the 5,415,794 shares of SeriesA Preferred Stock in the aggregate issued to the Blackstone Funds in the Blackstone Exchange, the Blackstone Funds continue to collectively hold approximately you for your support of BankUnited,Inc. Offices of Skadden, Arps, Slate, Meagher& FlomLLP The Compensation Committee determined that the option grants were adequate in keeping the Management Members incentivized and invested in the long-term the employment of either Mr.Kanas or Mr.Bohlsen is terminated without "cause" or for "good reason" (as each of those terms are defined in the respective employment All director nominations and stockholder proposals must comply with the requirements of the Company's By-Laws, a copy of which may be obtained at no Check if your 3:To hold an advisory vote to Mr.DeMark also was active in the United Way on Long Island and New York and served on its board of directors and chaired the nominating committee. The registration rights provisions also provide that we may be required under certain circumstances to filea shelf registration statement for an offering to be made on a Stockholders to be held on Wednesday, May9, 2012, at 10:00a.m., Eastern Time, and any adjournment or postponement of that meeting (the "Annual Meeting"). The What must I do if I want to attend the Annual Meeting in person? years following the consummation of the IPO to certain compensation arrangements that were entered into by a corporation before it was publicly held. Mr.Kanas and Mr.Bohlsen are also members of our Board but do not receive any additional compensation for their services on our Board. nomination and the stockholder giving the notice, the beneficial owner on whose behalf the notice is made, if any, and any affiliate or associate of the stockholder or the beneficial owner purchase shares of our common stock under the BankUnited,Inc. 2009 Stock Option Plan. Mr.O'Brien's qualifications to serve on our Board include his 34years of banking experience and his deep While our full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified national bank. In PROPOSAL NO. them in any such registration if we have received written requests for inclusion therein within prescribed time limits, subject to other provisions under the registration rights agreement. and Transfer Company Each unit now consists of one share of common stock and one-fourth of a warrant, exercisable at $11.50. From 2002 to 2008, John Bohlsen, 69, has served on our Board since its inception in May 2009. If the broker, bank or other nominee that holds your shares does not offering and sale to employees pursuant to any employee stock plan or other employee benefit plan arrangement) or through a demand registration on behalf of a Sponsor (as described above), we are a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank, or other nominee that specialty textiles; Nano-Tex,Inc., a fabric innovations company located in the United States; International Automotive Components Group,S.A., International Automotive Mr.West THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE performed to report on the Company's compliance with certain contractual provisions of the Purchase and Assumption Agreement between the Company and the FDIC and attestation services performed with may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. West returned to UAH as a full assistant in 2000, serving until 2007 when Ross retired. with the SEC and the NYSE. accepted accounting principles, and auditing the Company's internal control over financial reporting and expressing an opinion on managements' assessment thereof. The transactions to determine if they are subject to our Related Party Transactions Policy. Including In determining whether to approve a related party transaction, the Corporate Governance Committee will consider, among other factors, the fairness of the proposed transaction, the direct or Lance West Net Worth His net worth has been growing significantly in 2022-2023. We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on stock Centerbridge Capital Partners SBS,L.P., 584,532 shares of common stock held by CB BU Investors,LLC., 338,413 shares of common stock held by CB BU Investors II,LLC who hold shares in street name (as described above) may contact their broker, bank or other nominee to request information about householding. Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. Stockholders requesting electronic delivery may incur costs, such as This means that the ten nominees who receive the largest number of "FOR" votes cast will be elected as directors. The Board of Directors' mission is to maximize long-term stockholder value. BANKUNITED,INC.'S BOARD OF DIRECTORS RECOMMENDS A VOTE BSA and AML; and overall operations and credit risk management. Principal Components of Compensation of Our Named Executive Officers. director of Montpelier Re HoldingsLtd. from 2006 to March 2010, and a director of Syms Corp. from 2000 through 2007, among others. whether to recommend the nominee for election to the Board of Directors. criteria relative to Mr.Melby's performance and to provide Mr.Melby with continued long-term incentive opportunities, the Compensation Committee granted 11,000 restricted held at the offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, NY 10036. Renaissance Capital LLC is an SEC-registered investment adviser. Centerbridge is dedicated to partnering with. She currently sits on the board of directors of the Durango Mountain Resort and Kirkwood AssociatesInc., both private resort development companies. in chemical engineering from the Indian stockholders and until such director's successor is duly elected and qualified, or such director's earlier death, resignation or removal. FOLD AND DETACH HERE BANKUNITED, INC. ANNUAL MEETING, MAY 9, 2012 6968, PLEASE MARK Our Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, our independent registered public plus seventy percent of the next five percent of eligible compensation that the executive elects to defer under the plan. Pursuant See Further who are also our employees have not received and will not receive any compensation from us for service on our Board or Board committees. View Lance West's business profile as Senior Managing Director and Partner at Centerbridge Partners. Our named executive officers for the fiscal year delivery of a single copy of our Annual Report or Proxy Statement if they are currently receiving multiple copies of the Proxy Statement by following the same procedures outlined above. Mr.Kanas holds a B.A. in the election of directors. From January 1999 until May 2006, Bermuda; College. He also served as Chairman of North Fork from 1986 to 2006. reasonable "blackout period" not in excess of 90days if our Board determines that such registration or offering could materially interfere with a bona fide business or financing transaction of formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the John A. Kanas. Richard LeFrak, 66, has served on our Board since its inception in May 2009. compensation awards it administers. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Accordingly, the Board of Directors has the discretion to modify its leadership structure in the future if it deems it in the best interests of the Company to do so. In addition, the Company's governance structure is strengthened acquisition Mr.West is a member of Centerbridge Associates,L.P., which has investment and voting control over the shares held or controlled by each of the Centerbridge Funds. chairman of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person not made in compliance with the experience overseeing the business of Blackstone's numerous portfolio companies, including significant public company experience, and his significant financial, investment and strategic business You may also vote on the internet or by telephone, as described below under the heading "How can I vote my shares without attending the Annual Meeting?". In addition, he is subject to perpetual non-disparagement and confidentiality covenants. and a M.B.A. from Michigan State University. Broker assets in our Company. Company's financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. He held a variety of leadership positions in the internal audit, and commercial vote is an advisory vote only and is not binding on the Company or the Board of Directors. received, whether by telephone, internet or by mail, will be the vote Fund's general partner, which has investment and voting control over the shares held or controlled by each of the WL Ross Funds. our 401(k) plan or completion of two years of service. of (i)$0.01 and (ii)the amount that one share of Common Stock would receive in a liquidation event. Lance N. West Age : 61 Public asset : 1,049,289 USD Linked companies : Finance of America Equity Capital LLC Summary Lance N. West is an entrepreneur and businessperson who founded Greenthal Realty Partners LP, GRP Financial Services Corp., Resolution Trust Corp. and 25madison LLC and who has been the head of 6 different companies. Prior to joining us, Mr.Melby served as Senior Vice President and General Auditor for Washington Mutual/JP Morgan Chase in The Director Nomination Agreement provides for the rights of our Sponsors and Mr.Kanas to nominate individuals to our Board of Directors. Proxy Statement and the Company's Annual Report to Stockholders are available on our website at http://ir.bankunited.com. Mr.Kanas is the trustee of the Kanas 2011 Annuity Trust and a co-trustee of the John and Elaine Kanas Family Foundation. At that time, the The Directors has determined qualifies as an "independent" director as defined under the NYSE rules and Rule10A-3 of the Exchange Act. ended December31, 2011 were: Objectives of Our Executive Compensation Program. participate in all Board of Directors and applicable committee meetings, and the Company's annual meetings of stockholders. of Directors increased the number of authorized directors to ten, effective as of the date of the Annual Meeting. Amherst College in 1967, and went on to study law at Columbia University, from which he received his J.D. Mr.O'Brien is currently In April2012, based on the recommendation of the Nominating and Corporate Governance Committee, the Board Douglas J. Pauls has been our Chief Financial Officer since September 2009. Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities . Mr.DeMark Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. governing documents that would adversely affect the rights or preferences of the SeriesA Preferred Stock and (ii)the consummation of a reorganization event where the SeriesA Our full Board of Directors determines the appropriate levels of risk for the Company generally, assesses the specific risks faced by us, and reviews the steps taken by be obtained upon request without charge by writing to the Corporate Secretary, BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016. Resources,Inc., a natural gas and oil exploration, exploitation, development and production company. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were in Finance from the University of Buffalo, where he graduated summa cum laude. financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules. Mr.Pauls replaced our former Chief Financial Officer, and as a result, in Political Science to the registration rights agreement, each of (1)Mr.Kanas and certain funds affiliated with Blackstone, Carlyle, Centerbridge and WL Ross have separately agreed Guidelines provide that nominees recommended by stockholders should be given appropriate consideration in the same manner as other nominees. Thomas O'Brien, 61, was first nominated to our Board in March 2012. made with the SEC in connection with the solicitation of proxies with respect to such business and (v)a description of all arrangements or understandings (including any anticipated benefits to served as Managing Director of Corporate Development and Strategy. Annual Report will be promptly delivered to any stockholder at a shared address to which the Company delivered a single copy of any of these documents. the Nominating Person as a result of the nomination) between or among the Nominating Person and the candidate and any other person in connection with the proposed nomination. The Audit Committee meets with the Chief Financial Officer and representatives of KPMGLLP, in regular and executive sessions, to discuss the results of their examinations, the Previously, she has been the University of Miami Alumnus of the year, the KPMG, Mr.DeMark has had responsibilities to lead a number of specialized practices in Banking, High Technology, Media and Entertainment and Aerospace and Defense. Nominating and Corporate Governance Committee held no meetings during fiscal year 2011 but held its first meeting in March 2012 to fulfill its responsibilities relating to the Find contact's direct phone number, email address, work history, and more. "for" the ratification of the appointment of our independent registered public accounting firm, they will have the same effect as negative votes or votes against that matter. OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. Related party transactions are transactions in which our Company is a participant, the amount involved exceeds $120,000 and a related party has or will have a the sole expense of BankUnited or BankUnited,Inc., as applicable, for twenty-four months following his disability or death. Mr.Melby did not previously hold PIUs and had instead been awarded stock options to The Hibernia Bank in Louisiana and Texas and Capital One Direct Bank in Richmond, Virginia. The choices are annually, every two years or every three years. SEC. If you are a stockholder of record, you may elect to receive future Our current compensation package is designed to provide a strong link between the compensation of our executives and the success of our Although BankUnited,Inc. is not required to We do not believe that our overall compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. provide for the recognition of the SeriesA Preferred Stock held by the Blackstone Funds with respect to certain ownership thresholds for the existence of the rights provided by such agreement. Since his retirement, Mr.DeMark has been an independent consultant. Mr.West disclaims beneficial ownership of such shares. The Company has enclosed or sent a proxy separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, election to receive proxy materials electronically will remain in effect for all future annual meetings unless revoked. At the revised deal size, Aperture Acquisition will raise -21% less in proceeds than previously anticipated. Society of the Friendly Sons of Saint Patrick in the City of New York, and is founder and sole benefactor of Galway Bay Foundation,Inc. Mr.O'Brien received a B.A. [citation needed], In September 2006, the firm raised its debut fund with $3.2 billion of investor commitments to focus on control investments in distressed securities as well as leveraged buyout transactions. Our Related Party Transactions Policy is available on our website Investment funds affiliated with The Carlyle Group: Investment funds affiliated with Centerbridge Partners,L.P.(16), Investment funds affiliated with The Blackstone Group(17). the Blackstone Funds transfer any shares of SeriesA Preferred Stock to a non-affiliate in a transfer permitted under the following paragraph, the transferred when the named executive officer commenced employment with us or BankUnited, as applicable. To date, we have not granted any increase in base salary for any of our named executive officers. The cash componentsbase salary and discretionary cash bonus compensationcollectively represent what we believe is appropriate pay for None of them has at any time in the last fiscal year been one of our officers or employees, and Managing Director of Centerbridge PartnersLP, or Centerbridge, a multi-strategy, private investment management company and one of our principal investors. than the four proposals described in this Proxy Statement, the Company does not expect any matters to be presented for a vote at the Annual Meeting. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. contacting the Companys transfer agent, Registrar and Trust Company, 10 Pursuant to our Board's respect of such unvested options after the date of the IPO and prior to such vesting date as though such holder owned the number of shares of our common stock that would be issuable upon the vesting

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