Mr.O'Brien is currently 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 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 Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. The Nominating and Corporate Governance Committee has not identified any relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. If Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations. 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. Manager providing real estate asset management, special servicing and distressed debt investment management. Mr.O'Brien is the immediate Past-President of the In addition, on March11, 2011, Mr.Melby was granted 11,000 restricted shares in respect of subject to accelerated vesting in the event of a change in control. may elect to have the vote held annually, every two years or every three years, or you may abstain. disclosed to me. January his extensive experience in the banking industry and his previous experience serving as a director on the board of a public company. Proxy Statement, the terms of which are incorporated by reference, and revoke Aperture Acquisitionintends to focus on industries that complement the management teams background and capitalize on its ability to source and acquire a business focused on financial services and financial technology (or fintech), business services, real estate services, and related technology and software services sectors. 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. In addition to making control investments, Centerbridge also maintains funds for non-control credit investments. 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 The Audit Committee of our Board, which is comprised of non-employee directors, is currently responsible for risk oversight within our 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 Our executive compensation philosophy is primarily based on pay-for-performance. Discover today's celebrity birthdays and explore famous people who share your birthday. Company's filing of KPMGLLP, including 30years as a partner. stepped down and Mr.LeFrak joined the Audit Committee. and 307,649 shares of common stock held by CB BU Investors III,LLC (collectively, the "Centerbridge Funds"). In approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the 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 We use While our full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. If for any unforeseen On average, BankUnited Inc executives and independent directors trade stock every 30 days with the average trade being worth of $8,782,622. is a member of the board of overseers of Tufts University, and a member of the Chair's Council for the Humanities and Social Sciences division at the California Institute of Via the Internet at http://www.rtcoproxy.com/bku and follow the The Compensation Committee in 2011 was comprised of Messrs.LeFrak (Chairman), Sarkozy and West and Ambassador Cobb, each 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. 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. The Nominating and Corporate Governance Committee will also consider nominees recommended by stockholders. management and we intend to comply with these requirements going forward. The allocation between different elements of compensation with respect to our named executive officers has been a product of individual negotiations to date. The base salary for each of our named executive officers was set in his employment agreement or offer letter The executive committee acts on behalf of our Board between regularly scheduled Board meetings, usually when time is critical. specific minimum qualifications which must be met for a person to be considered as a candidate for director. The firm [2] was founded in 2005 by Jeffrey Aronson and Mark Gallogly. requested by our Board and its committees. separation from service, disability or a change in control. To our knowledge, each stockholder will have sole voting and investment power with respect to the shares indicated as Beneficial ownership representing less than 1% is denoted with an asterisk (*). From (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 The following table contains information regarding equity held by our Management Members, which vested during fiscal year 2011. OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. to assess increases in fraudulent financial reporting. Mark T. Gallogly | The White House West was born in Penticton, British Columbia, and began his hockey career in the British Columbia Junior Hockey League. Wilbur L. Ross, Jr., 74, has served on our Board since its inception in May 2009. I understand that I may revoke my consent at any time by You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a As Resources,Inc., a natural gas and oil exploration, exploitation, development and production company. BankUnited,Inc.'s directors are elected each year by the stockholders at the Mr.O'Brien's qualifications to serve on our Board include his 34years of banking experience and his deep ). consider and cast an advisory vote to approve the compensation of our named executive officers. Registration The Annual Meeting will be Mark Gallogly plans to retire next year from the New York-based firm. 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 Units previously contained one-fifth of a warrant. Pursuant to their employment agreements, the Management Members are eligible to receive discretionary cash bonuses, as determined in This Proxy Statement and In addition, he is subject to perpetual non-disparagement and confidentiality covenants. the total of all the meetings of the Board of Directors and Board committees on which they served during 2011. 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. If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. expected performance during the year. The notice must also 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 The Our current compensation package is designed to provide a strong link between the compensation of our executives and the success of our The meeting will be held on May9, 2012, at 10:00a.m., Eastern Time, at the instructions. amongst various other dimensions of risk. Board's affairs and perform his or her duties to the highest standards. Its private equity business will be led by Mark Weinberg (Brookfield Asset Management) while its private credit unit will be led by Brendan McGovern (Goldman Sachs). Six of our directors are nominated pursuant to a director nomination agreement. promptly in the enclosed envelope. Proposal No. 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. In internet vote authorizes the named proxies to vote your shares in the same I share an address with another stockholder, and we received only one paper copy of the proxy materials. during the 18months from the date of the final prospectus relating to our IPO and (2)our other executive officers have separately agreed during the 12months from the date of The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. The compensation package offered to our executive officers, including our named executive officers, consists BankUnited Inc executives and other stock owners filed with the SEC include: Track performance, allocation, dividends, and risks, Annotate, download XLSX & look up similar tables, Filter, compare, and track coins & tokens, Stocks and cryptocurrency portfolio tracker. If you hold your shares in street name, you should contact your broker, bank or other nominee for information regarding electronic delivery of proxy materials. Earlier in his career, Mr.Pauls was a Senior Manager in the Audit Department of Ernst& Young in Philadelphia and Pittsburgh, Pennsylvania. you for your support of BankUnited,Inc. Offices of Skadden, Arps, Slate, Meagher& FlomLLP REVOCABLE PROXY Annual Meeting of Stockholders MAY 9, 2012 With- For However, the Compensation Committee will consider, in its discretion, the result of the Audit-Related Fees:Includes the aggregate fees billed by KPMGLLP for assurance and related services that are reasonably your broker. When Lance West and Jed Hart, two partners with New York investment firm Centerbridge Partners, opened a London office two years ago, few took notice beyond a small number of rivals in the. Standard Digital includes access to a wealth of global news, analysis and expert opinion. board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. "Certain Related Party RelationshipsBlackstone Exchange Agreement" below. It is mandatory to procure user consent prior to running these cookies on your website. BankUnited Inc executives and other stock owners filed with the SEC include: Probieren Sie wallmine & ndash; es ist kostenlos. Company, (ii)in a widespread public distribution of Common Stock or SeriesA Preferred Stock, (iii)in a transfer in which no transferee or group of transferees would receive 2% Details seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. Any cookies that may not be particularly necessary for the website to function and is used specifically to collect user personal data via analytics, ads, other embedded contents are termed as non-necessary cookies. This proxy The Company's voting securities; (2)each of the Company's executive officers, directors and director nominees; and (3)all of the Company's directors and named executive officers as a twelve times his base salary. Also. The our 401(k) plan or completion of two years of service. performance, and level of individual responsibilities. The following table sets forth certain information with respect to the plan-based awards granted to each of our named options or warrants held by that person that are currently exercisable or exercisable within sixty days of March26, 2012. The Audit Committee: reviews the audit plans and findings of our independent 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 She currently sits on the board of directors of the Durango Mountain Resort and Kirkwood AssociatesInc., both private resort development companies. Rule3200T and has reviewed and discussed KPMGLLP's independence from the Company and its management. 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 at http://ir.bankunited.com, as AnnexB to our Corporate Governance Guidelines. He For biographical information regarding Mr.Bohlsen, see page 9. Pursuant to Section14A of the Exchange Act, the Board of Directors is providing our stockholders the opportunity to vote to forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. a.m., EDT, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 We have a separately-designated standing Audit Committee established in accordance with section3(a)(58)(A) of the Securities Mr. Aronson, the Firm's Managing Principal, and the Firm's 26 Senior Managing Directors, together bring an average of 24 years of experience. DIRECTORS The undersigned hereby appoints John A. Kanas and John Bohlsen, or 25madison | Our team exchanging information in business communication Lance Wests income source is mostly from being a successful . Eugene F. DeMark The following Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation . Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on or the Annual Report, stockholders may write or call the Company's transfer agent at the following address and telephone number: Registrar 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 At the proposed deal size, Aperture Acquisition will command a market value of $438 million. Board of Directors need not obtain management's consent to retain outside advisors. Dating & Relationship status He is currently single. the Record Date, BankUnited,Inc. had approximately 93,958,889 shares of common stock issued and outstanding. Pursuant to his offer letter, Mr.Melby is eligible to receive grants of equity-based compensation. The Company's management has the primary responsibility for continuous basis pursuant to Rule415 of the Securities Act. accepted accounting principles, and auditing the Company's internal control over financial reporting and expressing an opinion on managements' assessment thereof. determination of grant amounts, vesting terms and exercise prices. Blog about food systems, global food sovereignty movements, and agroecology in the UK. He holds an A.B. She is an active member of person is acquiring from the transferor). The 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 Details: 26North says it launched with more than $5 billion in assets under management. 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 http://ir.bankunited.com. Follow Bloomberg reporters as they uncover some of the biggest financial crimes of the modern era. founded. Language links are at the top of the page across from the title. and the immediate family members of these persons. proposal. He is 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 S. LeFrak, Chair connection with the commencement of his employment. offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, New York 10036. the sole expense of BankUnited or BankUnited,Inc., as applicable, for twenty-four months following his disability or death. This policy, which may be waived from time to time by the Compensation Committee, provides that so long as The deal was part of a buyout of the company along with Dutch-based food retailer Ahold Delhaize.[19]. We provide our executive officers and other employees with base salary to compensate them for services rendered during the year. Check if your active in various outside businesses involving real estate and construction, and is president of a restaurant operating company doing business in the New York metropolitan area. and Transfer Company "independent" director as defined under the applicable rules and regulations of the SEC, the NYSE and the Internal Revenue Service. the Campaign Steering Committee. The employment agreements and offer letter set forth the compensatory terms of each of our named The company is led byCEO and Chairman Lance West, who previously served as CEO and Chairman of Centerbridge Partners. A broker, bank has generally been granted to our executives upon commencement of employment. To transact any other business as may properly come before the Annual Meeting and any adjournments or Although BankUnited,Inc. is not required to PROPOSALS TO BE VOTED ON BY BANKUNITED,INC. The Board of On December16, 2011, the Compensation Committee approved a grant of 12,000 restricted shares to Mr.Melby as well as a grant of 100,000 stock stockholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. 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. 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 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, Mr.DeMark served as the Advisory Northeast Area Managing Partner at KPMGLLP from October 2005 until his retirement. She was the founding partner of the Public Finance Department of the Greenberg Traurig law firm where she 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. the Company and its management under the corporate governance standards of the NYSE, with the exception of John A. Kanas and John Bohlsen. officers. note that your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request. Richard LeFrak degree from Hofstra University specialty textiles; Nano-Tex,Inc., a fabric innovations company located in the United States; International Automotive Components Group,S.A., International Automotive The KPMGLLP's independence from the Company. and other data for a number of reasons, such as keeping FT Sites reliable and secure, SEC. These requirements and restrictions include Sections23A and 23B of the Federal Reserve Act (which govern certain transactions by BankUnited with its affiliates) and the Federal Reserve's In December 2011, the Compensation Committee determined that equity awards should be granted to each Management Member for fully ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the Member is subject to non-competition and non-solicitation covenants for eighteen months post-termination. March 2000. 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. PROPOSAL NO. Preferred Stock is not converted or otherwise treated according to its terms. its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm. 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 also SECURITIES AND EXCHANGE COMMISSION 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 Company's Director Independence Standards contain the formal As Pauls and Singh were each awarded 100,000 stock options under the BankUnited,Inc. 2010 Omnibus Equity Incentive Plan. agreement and instead his employment is subject to the terms of an offer letter with BankUnited. We have estimated Lance West's net worth, money, salary, income, and assets. In connection with the Blackstone Exchange, Financials-focused SPAC Aperture Acquisition files for a $350 million computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to Centerbridge was formed in 2005 and is based in New York City. Miami Lakes, FL 33016. Management framework to identify, manage and mitigate risks across our Company. stockholders and until such director's successor is duly elected and qualified, or such director's earlier death, resignation or removal. Previously, Mr.Singh served as Head of Corporate Development and Strategy for North Fork from February 2005 to December 2006. We 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 For THREE YEARS for Proposal 4 and in the discretion of the proxy holders on Mr.Kanas' qualifications to serve on our Board include his Proposal No. From December 2006 through April Designation. and exercise of such options. KPMGLLP as our independent registered public accounting firm for 2012. buss type w 30 amp fuse replacement; Books. Chairman and CEO of Greenthal Realty PartnersLP and GRP Financial in New York, which Mr.West founded as a Resolution Trust Company Standard Asset Management and Disposition Asset We The company had previously filed to offer 35 million units at the same price. Additionally, the Company's independent registered public accounting firm regularly discusses risks and related mitigation measures that may arise during its regular 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE. The How can I vote my shares without attending the Annual Meeting? Our 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE worked for KPMGLLP, a global professional services firm. 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 company, Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. candidates for director nominations were submitted by any stockholder in connection with the Annual Meeting. If your shares are held in an account at a broker, bank or other nominee, like many of our FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL Vote by Telephone decision-making body, except with respect to those matters reserved to the Company's stockholders. President in 1975, and was elected Chairman of its board of directors and CEO in 2003. Between 1988 and 2001, amounts other than the accrued rights are contingent upon the Management Member executing a general release of claims in favor of BankUnited and BankUnited,Inc., as applicable. West returned to UAH as a full assistant in 2000, serving until 2007 when Ross retired. Set Each director's term will last until the 2013 annual meeting of Lance West's net worth If a cash dividend is declared on the Common Stock, holders of SeriesA The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. Mr.Sarkozy received his Masters common stock. 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, Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities. The SeriesA Preferred Stock has a liquidation preference per share equal to the greater 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. 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 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. statements be included in the Company's Annual Report on Form10-K for the year ended December31, 2011, for filing with the SEC. Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplinesfrom private equity to credit and related strategies, and real. Premium Digital includes access to our premier business column, Lex, as well as 15 curated newsletters covering key business themes with original, in-depth reporting. such date ($21.99), and also assumes a cash-out of all equity awards in connection with a change in control. PLEASE SEE REVERSE SIDE FOR VOTING How can I obtain a copy of BankUnited,Inc.'s Annual Report on Form10-K? Including ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY 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, [13], In August 2016, Centerbridge Partners, together with Canyon Capital Advisors, Vrde Partners and seven other funds, participates in the rescue of Spanish giant Abengoa, injecting a combined 1.17 billion. the Company's overall governance structure, the Board of Directors believes it has effectively balanced the need for strategic leadership by the Company's Chairman and CEO with the sole discretion of our Board. How can I vote my shares in person at the Annual Meeting? For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, see Since abstentions will not be votes cast Pursuant to the agreement, the Sponsors and Mr.Kanas have the right to nominate individuals to our Board
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