The notice must also Use these links to rapidly review the document You are not voting to approve or disapprove the Board of Directors' entitled to receive dividend payments in respect of their restricted shares. According to our Database, He has no children. Until June 2011, Mr.Ross was the Non-Executive Chairman of the board of 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 Audit Committee: reviews the audit plans and findings of our independent Since March 2008, Mr.Sarkozy has served as BankUnited,Inc.'s directors are elected each year by the stockholders at the Mr.Kanas invested $23,500,000, Mr.Bohlsen invested $10,000,000 and Mr.Singh invested $1,000,000. The Board of Directors also oversees the Company's business strategy and planning, as well as the performance of management in executing the and LeFrak. 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 expenses directly related to the Company's business. through ownership. Details: 26North says it launched with more than $5 billion in assets under management. Thomas O'Brien, 61, was first nominated to our Board in March 2012. RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. In candidates are also selected based upon various criteria including their character and reputation, relevant business experience and acumen, and relevant educational background. 4 Times Square, 38thfloor 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 At the annual meeting, the Board of Directors 2020 Democratic Party presidential primaries, Bidding company with participation by Advent International and Centerbridge Partners announces intention to launch, Centerbridge Raises $3 Billion for First Buyout Fund, Centerbridge recruits for auto investments, Investors Buy Into Centerbridges Do Nothing Strategy, Centerbridge Aims For $3.75 Billion On Distressed-Debt And Buyout Fund, Centerbridge in lightning-quick fundraise, "Centerbridge Acquires Resort Finance Business From GMAC Commercial Finance", "Gordon Biersch brewer in merger to become CraftWorks", "Centerbridge Buys P.F. The following table sets forth certain information with respect to the plan-based awards granted to each of our named The HoldingsLLC (our parent company prior to the initial public offering) entered into a registration rights agreement, dated February2, 2011. personalising content and ads, providing social media features and to printed materials to me regarding any future stockholder meeting until such specialty textiles; Nano-Tex,Inc., a fabric innovations company located in the United States; International Automotive Components Group,S.A., International Automotive The Audit Committee has adopted a policy that requires advance approval of all audit, audit related tax services and other services 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. statements and the assessment of the Company's internal control over financial reporting. If you are a beneficial owner of shares held in street name and do not provide the broker, The Nominating and Corporate Governance Committee has not identified any 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. After a review of subjective Mr.Kanas disclaims any exceptions, instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as planning experience. Ambassador Cobb's qualifications to serve on our Board include her broad and diverse background in leadership and from Yale University and an M.B.A., with distinction, from Harvard University. Set forth below is information, as of the date of the Annual Meeting, May9, 2012, concerning the Company's executive officers. Mr.Chu is member of the general partner of WL Ross Group,L.P., which in turn is the managing member of the general partners of WLR Recovery FundL.P., WLR Recovery Fund IIL.P., WLR of SeriesA Preferred Stock do not have any voting rights other than the right to vote on (i)any amendment, alteration or repeal of provisions in the Company's The Board of Directors believes that having a combined Chairman/CEO, a majority of independent directors and independent key board Lane, Miami Lakes, FL 33016. Compensation Plan. Centerbridge is dedicated to partnering with. The 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 [7] This was followed by a closing of its $2bn second Special Credit Partners fund in March 2012. election of directors (Proposal No. A description of each Board committee is set forth below. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. foregoing procedures. Mr.Bohlsen also served as Chairman of several March26, 2012: (1)each person or entity, based on information contained in Schedules13G filed with the SEC, who owns of record or beneficially 5% or more of any class of the succession and review, Board committees and selection of new directors. 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, As KPMG, Mr.DeMark has had responsibilities to lead a number of specialized practices in Banking, High Technology, Media and Entertainment and Aerospace and Defense. The Nominating and Corporate Governance Committee will also consider nominees recommended by stockholders. Under the NYSE listing standards, in order to consider a director independent, the Board of Directors must affirmatively determine that public accounting firm is responsible for auditing the financial statements prepared by management, expressing an opinion on the conformity of those audited financial statements with generally 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 Election of Directors: To elect ten Lance West Net Worth His net worth has been growing significantly in 2022-2023. 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. of its good faith judgment would not be in the best interests of the Company; provided that we shall not postpone the filing of a registration statement or suspend the effectiveness of any card for you to use. telephone and internet access charges, that must be borne by the stockholder. full corporate name by duly authorized officer. 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. Previously, Mr.Singh served as Head of Corporate Development and Strategy for North Fork from February 2005 to December 2006. Mr.Sarkozy received his Masters separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, Through employment as a senior executive of the Company. recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best 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?". vote is important. Get your FREE TRIAL now. Mr.Kanas is the trustee of the Kanas 2011 Annuity Trust and a co-trustee of the John and Elaine Kanas Family Foundation. and the letter required by applicable requirements of the PCAOB regarding KPMGLLP's communications with the Audit Committee concerning independence, and the Audit Committee has discussed The equity-based compensation component is designed to encourage high performance by closely aligning an executive's pay with the interests of our stockholders. On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,107,016. The 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. should give full title as such. Bermuda; As the stockholder Richard LeFrak common stock) of the intention to effect such a registration. In addition, he is subject to perpetual non-disparagement and confidentiality covenants. During your trial you will have complete digital access to FT.com with everything in both of our Standard Digital and Premium Digital packages. Beneficial Owners. 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. In February 2012, in connection with our conversion to a bank holding When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and In reason, any one or more of the Company's nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be In December 2011, the Compensation Committee determined that equity awards should be granted to each Management Member for fully Lance Wests income source is mostly from being a successful . So, how much is Lance West worth at the age of 53 years old? formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. Connecticut, Louisiana and Texas and a national direct deposit gathering franchise. His net worth has been growing significantly in 2022-2023. Since joining Blackstone in 1990, Mr.Chu has led Blackstone's investments in Stiefel Laboratories, ReAble Therapeutics' acquisition his performance in the 2010 fiscal year. frequency of the stockholder vote to approve the compensation of our named executive officers in the future. March 2000. Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. "FOR" THE ELECTION OF THE FOREGOING TEN NOMINEES Ten provisions applicable to them. Committee and the Nominating and Corporate Governance Committee. Lance N. West, 51, has served on our Board since its inception in May 2009. We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on The company is led byCEO and Chairman Lance West, who previously served as CEO and Chairman of Centerbridge Partners. However, the fund also makes substantial investments in public companies.. in According to our Database, He has no children. In addition, our Company is a bank holding company subject to ongoing supervision, examination and regulation by the Federal Reserve, including its guidance [5] In 2010, the firm announced plans to begin marketing a second investment fund with a target of $3.75 billion of investor commitments. The succession planning activities of the Nominating and 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 If the appointment of KPMGLLP is not ratified by the stockholders, 2006. April 2008. and a M.B.A. from Michigan State University. Abstentions and broker non-votes will have no effect on this proposal. INSTRUCTIONS REVOCABLE PROXY BANKUNITED, INC. 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 [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. negotiation between Mr.Melby and BankUnited and was subject to final approval by the Board of BankUnited. For biographical information regarding Mr.Kanas, see page 8. independence, the acceptability of the transaction to the Company's regulators and the potential violations of other Company policies. Internet and telephone voting for stockholders will be Mr.Pauls replaced our former Chief Financial Officer, and as a result, The 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 If for any unforeseen separation from service, disability or a change in control. The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. The executive committee acts on behalf of our Board between regularly scheduled Board meetings, usually when time is critical. issues and transactions. performed by the independent auditor. Mr.Kanas holds a B.A. For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, see The SeriesA Preferred Stock has a liquidation preference per share equal to the greater 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. We have entered into employment agreements with each of the Management Members. Since his retirement, Mr.DeMark has been an independent consultant. The Audit Committee also has considered whether KPMGLLP's provision of non-audit services to the Company is compatible with the auditor's our 401(k) plan or completion of two years of service. of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. the Campaign Steering Committee. questions. PROPOSAL NO. 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 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE STOCKHOLDER VOTE TO Follow Bloomberg reporters as they uncover some of the biggest financial crimes of the modern era. executive officers' employment. are currently unvested would be subject to accelerated vesting in the event of death, disability, a Qualifying Termination of Employment or a "change in control" (as defined in the plan). Mr.West's qualifications to serve on our Board include his extensive financial and investment experience as well as his real estate experience. Factors considered. such time as such Sponsor. We use Pursuant Wilbur L. Ross, Jr., 74, has served on our Board since its inception in May 2009. exercisable options under the 2010 Omnibus Equity Incentive Plan to acquire a total of 3,023,314 shares of our common stock, which options have an exercise price per share equal to the initial public 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 aggregate payment from us, at the time the unvested options received by such holder vest in accordance with their terms, in an amount equal to the amount of all dividends that would have been paid in compensation awards it administers. Our Related Party Transactions Policy is available on our website While our full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified 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. To the extent that cash On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,225,073. These cookies do not store any personal information. Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. has met and held discussions with management and KPMGLLP, the Company's independent registered public accounting firm, regarding the fair and complete presentation of the Company's financial [6] In 2011, the firm closed its second flagship fund, Centerbridge Partners II, on $4.4 billion, including a commitment from the GP. held at the offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, NY 10036. Mr.West earned his M.S. and was elected to its partnership in 1979. Before this, he spent 24years with Norwest Corporation/Wells Fargo. Units previously contained one-fifth of a warrant. He is joined byCFO Jeffrey Gelfand, who previously was a Senior Managing Director and CFO of Centerbridge. Mr.Melby did not previously hold PIUs and had instead been awarded stock options to 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. The members of the committee in 2011 were Messrs.Kanas (Chairman), Bohlsen, Chu, Ross, Sarkozy and West. ceases These cookies will be stored in your browser only with your consent. YOUR VOTE IS beneficial ownership of these shares except to the extent of his pecuniary interests therein, if any. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION 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. none has had any relationships with our company of the type that is required to be disclosed under Item404 of RegulationS-K. None experience overseeing the business of Blackstone's numerous portfolio companies, including significant public company experience, and his significant financial, investment and strategic business In December 2006, he Guidelines provide that nominees recommended by stockholders should be given appropriate consideration in the same manner as other nominees. From January 2003 until March 2008, Mr.Sarkozy was Global Co-Head of the Financial Institutions Group at UBS Investment Bank. FOLD AND DETACH HERE BANKUNITED, INC. ANNUAL MEETING, MAY 9, 2012 6968, PLEASE MARK But opting out of some of these cookies may affect your browsing experience. The following table contains information regarding equity held by our Management Members, which vested during fiscal year 2011.
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