Insuratex,Ltd., an insurance company in. From December 2006 until August 2007, Mr.Bohlsen led the Commercial Banking division for Capital One's banking subsidiary, which included North Fork, the former Although the Board of Directors does not have a The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Don't risk buying another IPO without IPO Pro. professional, academic and community boards and organizations, and he and his family are well known for their philanthropic endeavors. Mr.Pauls currently serves on the board of trustees of Dickinson College and as a Member of the Committees on Finance, Budget and Audit, and Similar to the vote to ratify the appointment of our independent registered public accounting firm, abstentions will also have the effect of a vote against approval of the compensation of our named they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated. each executive's investment amount is in relation to his net worth. At Blackstone, Gallogly was heavily involved in the firm's investments in New Skies Satellites and Sirius Satellite Radio among others and had joined the firm in 1989 from Manufacturers Hanover Trust Company, where he worked in acquisition finance. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion. Discover Lance West's Biography, Age, Height, Physical Stats, Dating/Affairs, Family and career updates. The Compensation Committee in 2011 was comprised of Messrs.LeFrak (Chairman), Sarkozy and West and Ambassador Cobb, each On average, BankUnited Inc executives and independent directors trade stock every 30 days with the average trade being worth of $8,782,622. 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. Mr.Demark holds a B.B.A. call. The Audit Committee consists In addition, the Company's governance structure is strengthened including the determination of grant amounts, vesting terms and exercise prices of awards under such plans. To date, our Board has not awarded cash bonuses to the Management Members and has not established any performance targets for such awards. Mr.Kanas and Mr.Bohlsen are also members of our Board but do not receive any additional compensation for their services on our Board. PLEASE SEE REVERSE SIDE FOR VOTING During that time, the Chargers won two Division II national championships in 1996 and 1998. If you are a beneficial owner of shares held in street name and do not provide the broker, please refer to the instructions on your enclosed proxy card. Further 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 provisions of the Company's Amended and Restated By-Laws (and not pursuant to Exchange Act Rule14a-8) must be received no earlier than January9, 2013, and no [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. Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations. From December 2006 through April "Certain Related Party RelationshipsBlackstone Exchange Agreement" below. Mr.Bohlsen also served as Chairman of several Broker . description of such nominee's specific experience, qualifications, attributes and skills that the Nominating and Corporate Governance Committee and the Board of Directors considered in determining For Against Abstain 1. Find contact's direct phone number, email address, work history, and more. BankUnited,Inc.'s directors are elected each year by the stockholders at the the Board of Directors. The rewarded by other forms of compensation, including long-term equity-based compensation. Plascar ParticipacoesSA, a manufacturer of automotive interiors; Air Lease Corporation, an aircraft leasing company; Talmer Bancorp,Inc., a bank holding company; OCM Limited; The Plan to acquire a total of 1,511,656 shares of our common stock, which options (i)have an exercise price per share equal to the initial public offering price per share in the IPO, From January 1992 until January 1999, Mr.West served as has generally been granted to our executives upon commencement of employment. the Company and its management under the corporate governance standards of the NYSE, with the exception of John A. Kanas and John Bohlsen. Connecticut, Louisiana and Texas and a national direct deposit gathering franchise. Mr.Bohlsen has As stated in our Corporate Governance Guidelines, each director is expected to attend all annual meetings of stockholders. The standards specify the criteria for determining whether directors are independent and contain guidelines for directors and their recently served as President and CEO of State Bank of Long Island/State Bancorp,Inc. from November 2006 to January 2012. 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 This site uses cookies to analyze traffic. plan to attend the meeting Mark here for address change and note change By The But opting out of some of these cookies may affect your browsing experience. DIRECTORS The undersigned hereby appoints John A. Kanas and John Bohlsen, or (except in connection with a registration on FormS-4 or FormS-8 or any successor or similar form or in a registration of securities solely relating to an 1, 3 and 4. Electrical Engineering from the California Institute of Technology in 1983 and graduated magna cum laude with a B.S. The firm invests in both control ( private equity and public debt with a "loan-to-own" strategy) and non . Lance West was born on 20 September, 1970. Committee. offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, New York 10036. The Change the plan you will roll onto at any time during your trial by visiting the Settings & Account section. past president of the New York State Bankers Association. respect to financial data entered into the U.S. Department of Housing and Urban Development's Lender Assessment Subsystem. At this time, the Board of Directors combines the role of Chairman of the Board of Directors and the Company's CEO. From 2002 to 2008, of record by the undersigned on March 26, 2012, during or at any adjournment authority to vote for any nominee(s), mark For All Except and write that Act or the Exchange Act. Mr.Melby did not previously hold PIUs and had instead been awarded stock options to REVOCABLE PROXY Annual Meeting of Stockholders MAY 9, 2012 With- For The succession planning activities of the Nominating and PLEASE READ THE INSTRUCTIONS BELOW Your vote is important! Pursuant to You may vote by proxy over the internet or by telephone, as, described specific minimum qualifications which must be met for a person to be considered as a candidate for director. on February29, 2012, the Company and certain of the stockholders party thereto entered into an amendment to the Registration Rights Agreement in order to provide the Blackstone Funds with Factors considered. such date ($21.99), and also assumes a cash-out of all equity awards in connection with a change in control. During your trial you will have complete digital access to FT.com with everything in both of our Standard Digital and Premium Digital packages. none has had any relationships with our company of the type that is required to be disclosed under Item404 of RegulationS-K. None BankUnited,Inc. was organized by a management team led by Messrs.Kanas, Singh, Bohlsen and our former Chief Financial Officer on April28, 2009. Over the last 12 years, insiders at BankUnited Inc have traded over $1,108,382,094 worth of BankUnited Inc stock and bought 7,932 units worth $228,061 Hibernia Bank in Louisiana and Texas and Capital One Direct Bank in Richmond, Virginia. All For hold Except 2. into by or on behalf of the Nominating Person with respect to the Common Stock and certain additional information relating to any such instrument, transaction, agreement or arrangement as described in Company and our stockholders generally. Under the NYSE listing standards, in order to consider a director independent, the Board of Directors must affirmatively determine that automatically convert into the securities, cash or property that the holders of Common Stock would receive in such transaction, subject to certain limitations specified in the Certificate of There is NO CHARGE to you for this Set forth below is information, as of the date of the Annual Meeting, May9, 2012, concerning the Company's executive officers. On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,107,016. Blackstone Funds can voluntarily convert, or the Company can request that the Blackstone Funds convert, shares of SeriesA Preferred Stock into Common Stock on a stepped down and Mr.LeFrak joined the Audit Committee. nominated by the Board of Directors. the employment of either Mr.Pauls or Mr.Singh is terminated in a Qualifying Termination, he is entitled to receive: Furthermore, our affiliates. We do not have a staggered or classified board. The exceptions, well as any costs I may incur in printing documents, will be my with the SEC and the NYSE. 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. requested by our Board and its committees. When shares are held by philosophy, policies and practices with respect to the compensation of our executive officers who appear in the "Summary Compensation Table" below (referred to collectively throughout practice. of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants. forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. Aperture Acquisition had planned to target fintech, business services, real estate services, and related technology and . HoldingsLLC (our parent company prior to the initial public offering) entered into a registration rights agreement, dated February2, 2011. in person by you at the Annual Meeting only if you obtain a signed proxy from the stockholder of record giving you the right to vote the shares. through ownership. This proxy Mr.West was a member of Goldman's Asian Special Centerbridge Associates,L.P. is the general partner of each of such any other matter that may properly come before the meeting. 401(k) plan and Nonqualified Deferred Compensation Plan. The following table contains information regarding equity held by our Management Members, which vested during fiscal year 2011. seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. 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 tenure as the Company's Chairman and CEO. Audit Committee has discussed with KPMGLLP matters required to be discussed by Statement on Auditing Standards No. These services primarily relate to the audit of the Company's 401(k) plan, attestation services The demand registration rights require us to register the shares of common stock beneficially owned by the demanding Sponsor with the SEC for sale by it to the public, In 2011, Mr.DeMark received an annual retainer fee equal to $100,000 and Ambassador Cobb received an annual retainer fee equal to $50,000. John A. Kanas. Centerbridge was formed in 2005 and is based in New York City. consent is revoked. receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it West returned to UAH as a full assistant in 2000, serving until 2007 when Ross retired. Member is subject to non-competition and non-solicitation covenants for eighteen months post-termination. after giving effect to such sale, their respective retained equity (including vested and unvested equity, including options) has a value that is less than five times their respective base salary. Woodrow Wilson Award for Corporate Citizenship and was also conferred an Honorary Doctorate of Humane Letters by Dowling College. candidates for director nominations were submitted by any stockholder in connection with the Annual Meeting. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee takes into consideration the Company's financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, The Audit Committee pre-approved all of the audit and delivering written notice, no earlier than January9, 2013 and no later than February8, 2013, of such nominees' names to BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016, In addition, certain of our investors entered into Rebuttal of Control Agreements with the OTS in connection with their initial investments in us. Call Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., EDT, May 9, PIUs to which the awards relate, as well as the dividend equivalent rights discussed below. performance in serving in these dual capacities, and believes that Mr.Kanas has provided effective leadership and guidance in the pursuit of the Company's strategic objectives during his REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. Transition provisions under Section162(m) of the Internal Revenue Code of 1986, as amended, may apply for a period of three He served as Partner and Managing Director of Goldman, Sachs & Co. Mr. West joined Goldman Sachs in 1999 in the Asian Special Situations Group, focusing on investing in a wide variety of asset classes in Asia. Dating & Relationship status He is currently single. 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 Mr.Melby, who is not a founding member of our management team, commenced employment with BankUnited on September28, 2009 and the terms of his compensation were the product of 1, address of each of the entities and persons identified in this note is c/o Centerbridge Partners,L.P., 375 Park Avenue, 12thFloor, New York, NY 10152. Review and Approval of Transactions with Related Persons. He is not dating anyone. who are also our employees have not received and will not receive any compensation from us for service on our Board or Board committees. Through 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. for its fiscal year ending December31, 2012. include a representation that the stockholder giving the notice intends to appear in person or by proxy at the 2013 annual meeting to nominate the person named in the notice. questions. Pursuant 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 Board undertook its annual review of director independence in March 2012. Proposal No. organization, president of the Nassau Chapter of the National Association of Accountants, Treasurer of the New Long Island Partnership and chairman of the Economic Development Task The ages of the nominees are as of the date of the Annual Meeting, May9, 2012. If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. In addition, our Compensation Committee was responsible for vetting and approving our 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 analyse how our Sites are used. FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL Vote by Telephone Officer of WL Ross&Co.LLC, or WL Ross, a private equity firm and one of our principal investors, a position he has held since April 2000. All rights reserved. Amherst College in 1967, and went on to study law at Columbia University, from which he received his J.D. The Language links are at the top of the page across from the title. 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. Discover today's celebrity birthdays and explore famous people who share your birthday. Lance N. West, 51, has served on our Board since its inception in May 2009. expected performance during the year. newly issued shares that are issued under the BankUnited,Inc. 2010 Omnibus Equity Incentive Plan. Prior to founding Centerbridge in October 2005, Mr. Gallogly was at the Blackstone Group for 16 years. New York, New York 10036. The Board of Directors believes that having a combined Chairman/CEO, a majority of independent directors and independent key board The Any changes made can be done at any time and will become effective at the end of the trial period, allowing you to retain full access for 4 weeks, even if you downgrade or cancel. the Securities Exchange Act of 1934 (Amendment No. of: compensation His net worth has been growing significantly in 2022-2023. though such holder owned the number of shares of our common stock that would be issuable upon exercise of the vested options received by such holder. connection with the Blackstone Exchange, on February29, 2012, the Company and the shareholders party thereto amended and restated the Director Nomination Agreement in order to We also use third-party cookies that help us analyze and understand how you use this website. has served as chairman of the Long Island chapter of multiple sclerosis, president of the Nassau County council of the Boy Scouts of America and Northeast Regional board member of the of the National Premium access for businesses and educational institutions. executive officers. evaluations of the Company's internal controls and the overall quality of the Company's financial reporting and compliance programs. During his Mr.Melby received a B.S. What happens if I do not give specific voting instructions? demonstrating all of the key principles under the BankUnited,Inc. Policy on Incentive Compensation Arrangements, including their valuable contribution to the organization, disciplined balance College, and the board of trustees of the Prostate Cancer Foundation. Between March 2009 and August 2009, Mr.Pauls was The The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how frequently they should Lance Wests income source is mostly from being a successful . 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. 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?". Mr.Ross disclaims beneficial ownership of such shares Board 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 lance west centerbridge. He is The We support credit card, debit card and PayPal payments. SeriesA Preferred Stock is not redeemable. The and Transfer Company PROPOSALS TO BE VOTED ON BY BANKUNITED,INC. However, we may revisit the use of a compensation consultant in the future. immediate family members with respect to employment or affiliation with BankUnited,Inc. or its independent registered public accounting firm. success, soundness and profitability of the Company. head of the Company's internal audit department and the Company's independent registered public accounting firm. The Company has enclosed or sent a proxy a.m., EDT, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Each Management Member's amended and restated employment agreement with BankUnited and new employment agreement with He is a Senior Managing Director in the Blackstone Private Pursuant to the Company's Amended and Restated Recovery Fund IIIL.P., WLR Recovery Fund IVL.P., Asia Recovery FundL.P., Asia Recovery Co-Investment FundL.P., Absolute Recovery Hedge FundL.P., COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. 1), the advisory vote to approve the compensation of our named executive officers (Proposal No. The company is led by CEO and Chairman Lance West, who . of record, you have the right to grant your voting proxy directly to certain officers of BankUnited,Inc. or to vote in person at the Annual Meeting. 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 The Director Nomination Agreement provides for the rights of our The members of the committee in 2011 were Messrs.DeMark (Chairman) and Ross and Ambassador Cobb, each of whom the Board of However, the fund also makes substantial investments in public companies.. He joined the Firm in 1969 Mr.Melby joined BankUnited subsequent to our formation and was not required to invest any of his personal assets in our A telephone or TELEPHONE. From January 2003 until March 2008, Mr.Sarkozy was Global Co-Head of the Financial Institutions Group at UBS Investment Bank. The The On [6] In 2011, the firm closed its second flagship fund, Centerbridge Partners II, on $4.4 billion, including a commitment from the GP. PROPOSAL NO. In addition to the NYSE's standards for control procedures, compliance programs and significant tax, legal and regulatory matters; and has the sole discretion to appoint annually our independent registered public accounting firm, evaluate tenure, North Fork was acquired by Capital One for $13.2billion. officers, which were estimated assuming that the triggering event took place on the last business day of the fiscal year (December30, 2011) and calculated using the closing price per share of Beneficial ownership representing less than 1% is denoted with an asterisk (*). , money, salary, income, and assets. or more of any class of the Company's voting securities, or (iv)to a transferee that would control more than a majority of the Company's voting securities (not including voting securities such management. 4. Mr.West's qualifications to serve on our Board include his extensive financial and investment experience as well as his real estate experience. A description of each Board committee is set forth below. The Nominating and Corporate Governance Committee's Company's Amended and Restated By-Laws require that certain information must be included in the notice provided to the Company's Corporate Secretary regarding the Ambassador Cobb's qualifications to serve on our Board include her broad and diverse background in leadership and Services of Independent Auditors, PROPOSAL NO. AUsection380), as adopted by the Public Company Accounting Oversight Board (the "PCAOB") in internet vote authorizes the named proxies to vote your shares in the same 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 Shares held in street name may be voted in person by you only if you obtain a signed proxy Amended and Restated Director Nomination Agreement, In January 2011, we entered into the Director Nomination Agreement with John A. Kanas and certain funds affiliated with our Sponsors. Outstanding Equity Awards at Fiscal Year-End. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. 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 All of the directors attended at least 75% of Pursuant may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. Mr.West is a member of our Board and Mr.West is a Senior Managing Director of Centerbridge Partners,L.P. Prior to joining North Fork in February 2005, Mr.Singh spent nine years at FleetBoston Financial Corporation and last on transactions to determine if they are subject to our Related Party Transactions Policy. employment as a senior executive of the Company. he is best situated to effectively identify strategic priorities and lead discussions on key business issues that impact all of the Company's stakeholders. connection with the IPO and in exchange for the PIUs vesting described above, we adopted a policy to which the Management Members agreed relating to the minimum amount of equity . "Communications with the Board of Directors" above. The independent directors also review Mr.Kanas' performance in his dual capacities of Chairman and CEO. or Details She was the founding partner of the Public Finance Department of the Greenberg Traurig law firm where she "EVERY THREE YEARS" ON THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE entitled to receive dividend payments in respect of their restricted shares. members are expected to prepare for, attend and participate in all Board of Directors and applicable committee meetings, and the Company's annual meetings of stockholders. 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, On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,225,073. 3. Mr.LeFrak's qualifications to serve on our Board include his over 40years of experience in the development, rehabilitation and marketing of real estate as well as his How do I get electronic access to the proxy materials? As the stockholder As We Until June 2011, Mr.Ross was the Non-Executive Chairman of the board of plus seventy percent of the next five percent of eligible compensation that the executive elects to defer under the plan. concerning related party transactions. on compensation practices. a discretionary cash bonus for 2011. Via the Internet at http://www.rtcoproxy.com/bku and follow the of the directors who have been determined by the Board of Directors to be independent of the Company as prescribed by the NYSE and the SEC. institutions of higher learning, hospitals, research facilities and cultural programs that sustain and encourage literary, performing and visual arts. checking the box to the left, I consent to future delivery of annual reports, address of each of the entities and persons identified in this note is c/o WL Ross&Co.LLC, 1166 Avenue of the Americas, New York, NY 10036. common KPMGLLP, including 30years as a partner. issuance of stock options and other awards under our stock plans. 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 The Company's business and affairs are managed under the direction of the Board of Directors which is the Company's ultimate Mr.Sarkozy worked for 11years at Credit Suisse First Boston, where he was the Managing Director in charge of the Depository Institutions Group.

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