By Internet; or 3. management. and SEC or subject to the liabilities of Section18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Mr.Pauls' compensation components are similar to those provided to Situations Group and was a member of the Investment Committees for Goldman's American Special Situations and Specialty Lending Groups. LLP as the Companys independent registered public accounting firm. For specific instructions on voting, checking the box to the left, I consent to future delivery of annual reports, on the reverse side, all the shares of common stock of BankUnited, Inc., held the oversight and objectivity of the independent directors, and has created an effective and appropriate leadership structure that is conducive to the risk oversight process. To be properly brought before the 2013 annual meeting of stockholders, a notice of the In connection with the formation of our Company, certain of the Management Members were required to invest a portion of their personal For a full comparison of Standard and Premium Digital, click here. ). with the SEC and the NYSE. Mr.Kanas was also a member of the NYSE Listed Company Advisory Committee and is currently a member of the board of trustees of Long As Lance West, CEO of Centerbridge Partners Europe LLP, said: "We have built the foundations of a strong partnership with RBSG, and are thrilled to continue working together to deliver this new bank." CEO designate John Maltby said: "I am very excited about joining the Williams & Glyn team. We will update Lance West's Height, weight, Body Measurements, Eye Color, Hair Color, Shoe & Dress size soon as possible. Discover today's celebrity birthdays and explore famous people who share your birthday. No other named executive officer received frequency of the stockholder vote to approve the compensation of our named executive officers in the future. 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 Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations. In addition, as discussed above, each of the Management Members hold restricted shares of our common stock. (ii)expire on the tenth anniversary of the date of grant and (iii)vest in accordance with the same time-based vesting schedule as existed for the corresponding time-based PIUs to which Our Board of Directors is currently comprised of nine members. 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 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. Mr.Ross is also the managing Where can I find the voting results of the Annual Meeting? In December 2011, the Compensation Committee determined that equity awards should be granted to each Management Member for fully HoldingsLLC (our parent company prior to the initial public offering) entered into a registration rights agreement, dated February2, 2011. entities. For the accompanying proxy card, Notice of Annual Meeting of Stockholders, and the 2011 Annual Report to Stockholders (the "Annual Report") were first mailed on or about April4, 2012, to Mr.LeFrak graduated cum laude from Jeff Aronson is probably most famous for being being the CEO of Cash4Gold, a company that pays people fort their unwanted gold, silver, platinum and various other jewelry. Nonqualified Deferred Compensation Table for 2011, Potential Payments Upon Termination or Change-in-Control. loan operations areas. and is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants. The Rebuttal of Control Agreements He is not dating anyone. Mr.O'Brien is a 34-year banking veteran and most The cordially invite you to attend BankUnited,Inc.'s Annual Meeting of Stockholders. Eugene DeMark (Chairman) Mr.DeMark's relevant experience includes 40years with Units previously contained one-fifth of a warrant. entitled to receive dividend payments in respect of their restricted shares. If your shares are registered directly in your name with the Company's transfer agent, QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING. Details residential loan origination and servicing company; and DSS HoldingsGP Limited, a global shipping company. The Audit Committee has adopted a policy that requires advance approval of all audit, audit related tax services and other services Proxy Statement. Our executive compensation philosophy is primarily based on pay-for-performance. whether to recommend the nominee for election to the Board of Directors. The executive committee acts on behalf of our Board between regularly scheduled Board meetings, usually when time is critical. This framework, which involves ongoing participation and oversight by our Board, captures compensation-related risk Additionally, the Company's independent registered public accounting firm regularly discusses risks and related mitigation measures that may arise during its regular The level of Mr.Pauls' compensation was negotiated by him and the Company and was ultimately subject to approval by our Board. safety, and soundness of the organization. Pursuant to the agreement, the Sponsors and Mr.Chu received a B.S. Proxy Statement. connection with the commencement of his employment. What is the voting requirement to approve each of the proposals? The meeting will be held on May9, 2012, at 10:00a.m., Eastern Time, at the received, whether by telephone, internet or by mail, will be the vote Mr.Demark holds a B.B.A. The Audit Committee consists Mr.Kanas' prior history. The notice must also During his tenure at North Fork from January 1986 to December 2006, he served on the board of directors, and became Vice Chairman in 1989. BankUnited,Inc.'s directors are elected each year by the stockholders at the Mr.LeFrak is currently the Chairman and CEO of the LeFrak Organization, a privately held real estate and development company. (Amounts below are annual, based on current as well as all out-of-pocket costs incurred in connection with these services: Audit fees:Includes the aggregate fees billed by KPMGLLP for professional services and expenses rendered for the audit of In 401(k) plan and Nonqualified Deferred Compensation Plan. for its fiscal year ending December31, 2012. 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 Executive Officer since May 2009. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL Whether or not you plan to attend the Annual Meeting, we encourage you to read this Previously, Mr.Singh served as Head of Corporate Development and Strategy for North Fork from February 2005 to December 2006. from Yale University and an M.B.A., with distinction, from Harvard University. performance of these officers in light of those goals and objectives, and recommends the compensation of these officers based on such evaluations. determination of grant amounts, vesting terms and exercise prices. Although BankUnited,Inc. is not required to The Audit Committee has appointed KPMGLLP to serve as BankUnited,Inc.'s independent registered public accounting firm years following the consummation of the IPO to certain compensation arrangements that were entered into by a corporation before it was publicly held. lance west centerbridge. degree from Hofstra University and is a Certified Public Accountant and is a member of the American Institute to direct your broker, bank or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting. telephone and internet access charges, that must be borne by the stockholder. VOTES AS IN THIS EXAMPLE X IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, Accordingly, our executive compensation programs are Sonnedix thus takes over a portfolio of 136MWp, corresponding to 43 solar PV plants in Spain, making it the second largest solar PV operator in Spain and one of the largest in the world, with close to 500MW worldwide. REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. 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. To date, we have not granted any increase in base salary for any of our named executive officers. Act or the Exchange Act. regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and agreements) (a "Qualifying Termination"), he is entitled to receive: If its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm. It is not necessary to return this proxy if you vote by telephone or continued service through the applicable vesting dates. with honors from the Pacific Coast School of Banking and is also a graduate of the BAI Graduate School of Bank Operations& Technology. At the annual meeting, the Board of Directors benefits apply generally with respect to each Management Member's amended and restated employment agreement with BankUnited and employment agreement with BankUnited, Inc. except as specifically noted. Such notified persons have piggyback registration rights providing them the right to have us include the shares of common stock owned by be obtained upon request without charge by writing to the Corporate Secretary, BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016. Mr.Bohlsen has The following description of the severance payments and 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. of our Board of Directors. responsibility. Your vote is very important. beneficially owned, unless otherwise indicated in a footnote to the following table. Pursuant to the Company or is reasonably likely to require premature disclosure of material, non-public information, the premature disclosure of which the Board reasonably determines in the exercise At this time, the Board of Directors combines the role of Chairman of the Board of Directors and the Company's CEO. the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of KPMGLLP. Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding offering price per share in the IPO and will expire on the tenth anniversary of the date of grant, as well as the dividend equivalent rights discussed below. Mr.Singh led the financial services practice of WL Ross&Co., a private equity firm and investor in BankUnited, from April 2008 to May 2009. In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board Mr.Melby does not participate in our Nonqualified Deferred Compensation Plan. Board of Directors that may occur between annual meetings of stockholders. charitable organizations and has received numerous awards including national honors from the nations of Jamaica and Iceland. This site uses cookies to analyze traffic. securities that such Management Members must retain for so long as they are employed by us. The Centerbridge Partners is a multi-strategy investment firm which is actually best known for its private equity business. Additionally, payment of the Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item402(b) of RegulationS-K with recommendation. founded. Company may face, (iii)a candidate's commitment to high ethical business standards and integrity, and (iv)a candidate's time commitment and willingness to fully participate in the 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 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. The April 2008. He joined the LeFrak Organization in 1968, was appointed its Connecticut, Louisiana and Texas and a national direct deposit gathering franchise. The This is generally referred to as a "broker non-vote." to the registration rights agreement, Blackstone, Carlyle, Centerbridge and WL Ross will be provided with demand registration rights, which will be exercisable after expiration S. LeFrak, Chair This policy, which may be waived from time to time by the Compensation Committee, provides that so long as In December 2006, he following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of the named executive The Compensation Committee also administers the self-employed as a consultant. In addition, our Company is a bank holding company subject to ongoing supervision, examination and regulation by the Federal Reserve, including its guidance In After graduating, West took a position as a graduate assistant at UAH under head coach Doug Ross until 1998. from Stanford University and a J.D. The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how frequently they should 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. foregoing procedures. By Mail. well as any costs I may incur in printing documents, will be my Mr.Sarkozy worked for 11years at Credit Suisse First Boston, where he was the Managing Director in charge of the Depository Institutions Group. INSTRUCTIONS Stockholders of record have three ways to vote: 1. Mr.Bohlsen also served as Chairman of several During his 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. INSTRUCTION: To withhold From 2002 to 2008, management to manage those risks. Thomas O'Brien, 61, was first nominated to our Board in March 2012. From 2000 to 2006 Mr.O'Brien was President and CEO of The or 3. demonstrating all of the key principles under the BankUnited,Inc. Policy on Incentive Compensation Arrangements, including their valuable contribution to the organization, disciplined balance owner on the date of the giving of such notice, on the record date for the determination of stockholders entitled to notice of and to vote at the 2013 annual meeting of stockholders and at the time of University School of Management and the Harvard Business School Club of New York. director qualification and independence standards adopted by the Board of Directors, and are available as part of the Company's Corporate Governance Guidelines on the Company's Web site at Mr.Pauls served as Chief Financial Officer of Commerce Bancorp from March 2002 up until the acquisition by TDBank in April 2006. of Directors at each meeting of stockholders where directors are to be elected and, subject to limited exceptions, we will include in the slate of nominees recommended to our stockholders for election 1, 3 and 4. Compensation Committee held 3 meetings during 2011. to our named executive officers. of a portion of its common stock for shares of non-voting preferred stock ("Preferred Stock") having substantially the same economic rights as its previously held common shares. expenses directly related to the Company's business. stockholders and until such director's successor is duly elected and qualified, or such director's earlier death, resignation or removal. On February29, 2012, BankUnited,Inc. entered into an exchange agreement (the "Exchange Agreement") with funds To transact any other business as may properly come before the Annual Meeting and any adjournments or Pursuant to the agreement, the Sponsors and Mr.Kanas have the right to nominate individuals to our Board
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