What happens if I do not give specific voting instructions? 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 candidates are also selected based upon various criteria including their character and reputation, relevant business experience and acumen, and relevant educational background. below under the heading "How can I vote my shares without attending the Annual Meeting?". Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.". We may postpone the filing of such a registration statement or suspend the effectiveness of any registration statement for a He is joined byCFO Jeffrey Gelfand, who previously was a Senior Managing Director and CFO of Centerbridge. The Board of Directors believes that combining Through Prior to joining UBS, chairman of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person not made in compliance with the After graduating, West took a position as a graduate assistant at UAH under head coach Doug Ross until 1998. In connection with our initial public offering, BankUnited,Inc., the Sponsors, LF MobyLLC (which is beneficially owned 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 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 and was elected to its partnership in 1979. This is generally referred to as a "broker non-vote." Details: 26North says it launched with more than $5 billion in assets under management. 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 If 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 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. In December 2006, he The Director Nomination Agreement provides for the rights of our formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. interests of the Company. We support credit card, debit card and PayPal payments. of Directors increased the number of authorized directors to ten, effective as of the date of the Annual Meeting. Equity Group, or Blackstone, one of our principal investors. of Directors believes that it is appropriate and in the best interest of the Company for the Company's stockholders to cast an advisory vote on executive compensation every three years, for the The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. Investment funds affiliated with The Carlyle Group: Investment funds affiliated with Centerbridge Partners,L.P.(16), Investment funds affiliated with The Blackstone Group(17). Registration pursuant to SEC Rule14a-8, materials must be received by the Corporate Secretary at the Company's principal office in Miami Lakes, Florida, no later than December6, 2012. Plan, Mr.Ross was also formerly Chairman of the Smithsonian , money, salary, income, and assets. 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. Mr.West earned his M.S. 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 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. related to the The Centerbridge team is made up of over 270 individuals, including 106 investment professionals. Lance N. West - Biography - MarketScreener.com John Bohlsen, 69, has served on our Board since its inception in May 2009. cost from the Corporate Secretary of the Company. 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. Mr.DeMark holds a B.B.A. to the Company's Amended and Restated By-Laws. This Proxy Statement and It is mandatory to procure user consent prior to running these cookies on your website. Mr. Lance N. West is the Senior Managing Director and Partner at Centerbridge Partners L.P. committees provides an effective and appropriate leadership structure for the Company. [11] Three years later announced its agreement to buy Senvion SE from Indian wind turbine manufacturer Suzlon[12] and acquired Great Wolf Resorts, the world's largest chain of indoor water park resorts for $1.35 billion. Upon Termination or Change-in-Control.". 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 you can vote in one of three ways: 1. principal accounting officer and controller (or persons performing similar functions). Components Group BrazilLLC and International Automotive Components Group North AmericaLLC, global manufacturers of automotive interiors; American Home Mortgage Servicing,Inc. a The Compensation Committee determined that the option grants were adequate in keeping the Management Members incentivized and invested in the long-term Mr.Ross is a member of our Board and Mr.Ross is the Chairman and Chief Executive Officer of WL Ross&Co.LLC. Our Corporate Governance became President of Capital One's banking segment, which included North Fork, the former Hibernia Bank in Louisiana and Texas and Capital One Direct Bank in Richmond, Virginia. to own 5% of our outstanding common stock (inclusive of shares of common stock issuable upon conversion of all shares of Preferred Stock). 1:To elect ten directors identified The institutions and his expertise in structuring bank mergers and acquisitions. PROPOSAL NO. May 9, 2012 10:00 a.m., EDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF The firm is focused on private equity and credit investing. The Firm was founded in 2005 and as of August 31, 2022 has approximately $34 billion in capital under management with offices in New York and London. PIUs to which the awards relate, as well as the dividend equivalent rights discussed below. Richard LeFrak, 66, has served on our Board since its inception in May 2009. 2012: 1-877-826-4022 Vote by Internet anytime prior to 3 a.m., EDT, May 9, The Company has enclosed or sent a proxy Proxy Statement, the terms of which are incorporated by reference, and revoke If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. Accordingly, our executive compensation programs are 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. Our Related Party Transactions Policy is available on our website Mr.Kanas is the director most familiar with the Company's business and industry, and by serving in these dual capacities, immediate family members with respect to employment or affiliation with BankUnited,Inc. or its independent registered public accounting firm. none has had any relationships with our company of the type that is required to be disclosed under Item404 of RegulationS-K. None 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. In 2005, Mr.Kanas was recognized by "Institutional Investor" as the best regional bank CEO in America. Cobb served seven years as chair of the board of the Federal Reserve Bank, Miami Branch. ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY Mr.Melby does not participate in our Nonqualified Deferred Compensation Plan. 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 additional copy of the proxy materials? exchanging information in business communication connection with the commencement of his employment. Mr.Kanas served as the Chairman of our Executive Committee up until the time the Committee was eliminated in February 2012 as part of its conversion to a from the University of Miami School of Law. A properly executed proxy marked "abstain" with respect to the ratification of the appointment 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 As the stockholder believe that, with respect to our named executive officers, base salary should compensate the executives for their service and performance but that superior contributions and performance should be We use Company, including with respect to compensation practices. Pursuant Chinh E. Chu, 45, has served on our Board since its inception in May 2009. may elect to have the vote held annually, every two years or every three years, or you may abstain. Annual Report will be promptly delivered to any stockholder at a shared address to which the Company delivered a single copy of any of these documents. 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 West was born in Penticton, British Columbia, and began his hockey career in the British Columbia Junior Hockey League. . Commerce Drive, Cranford, New Jersey 07016, and that costs normally concerning related party transactions. Other than the Blackstone Funds, no stockholder of the Company was issued shares of Lance West Police Officer at City of Fort Worth Fort Worth, Texas, United States 912 followers 500+ connections Join to view profile City of Fort Worth Howard Payne University Activity So. Additionally, the Company's independent registered public accounting firm regularly discusses risks and related mitigation measures that may arise during its regular the Company and its management under the corporate governance standards of the NYSE, with the exception of John A. Kanas and John Bohlsen. The from the stockholder of record giving you the right to vote the shares. Foundation. worked for KPMGLLP, a global professional services firm. employment as a senior executive of the Company. 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. Mr.Bohlsen also served as Chairman of several Where can I find the voting results of the Annual Meeting? come before the annual meeting. Standard Digital includes access to a wealth of global news, analysis and expert opinion. Rights Agreement, as amended, with respect to the SeriesA Preferred Stock as the Blackstone Funds had with respect to the Common Stock (other than the right to list the Common Family http://ir.bankunited.com. ceases In respect of the vested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend The The Mr.Ross' As Rule3200T and has reviewed and discussed KPMGLLP's independence from the Company and its management. residential loan origination and servicing company; and DSS HoldingsGP Limited, a global shipping company. 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. Mr.O'Brien is a 34-year banking veteran and most LLP as the Companys independent registered public accounting firm. The following description of the severance payments and to our named executive officers. He is not dating anyone. exceptions, Nominating and Corporate Governance Committee and the Board of Directors believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and The firm manages over $32 billion of assets[1] and is based in New York City, with an additional office in London. INSTRUCTION: To withhold 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 internet. If a cash dividend is declared on the Common Stock, holders of SeriesA During his As If youd like to retain your premium access and save 20%, you can opt to pay annually at the end of the trial. The The company may raise an additional $405 million at the closing of an acquisition pursuant to forward purchase agreements with Centerbridge and the CEO, and Centerbridge intends to purchase $14 million worth of units in the offering. The following Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation internal accounting controls or auditing matters. directors of International Coal Group,Inc. 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 On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,225,073. Mr.West is a member of our Board and Mr.West is a Senior Managing Director of Centerbridge Partners,L.P. On February29, 2012, BankUnited,Inc. entered into an exchange agreement (the "Exchange Agreement") with funds respect of a portion of the unvested PIUs held by each of the Management Members, such individuals received unvested and unexercisable options under the 2010 Omnibus Equity Incentive Fund's general partner, which has investment and voting control over the shares held or controlled by each of the WL Ross Funds. In He is 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. Mr.Sarkozy worked for 11years at Credit Suisse First Boston, where he was the Managing Director in charge of the Depository Institutions Group. person is acquiring from the transferor). Our Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which our Board, assisted by Board You may vote by proxy over the internet or by telephone, as, described The General Counsel of BankUnited, in consultation with management and outside counsel, as appropriate, will review potential related party For a full comparison of Standard and Premium Digital, click here. Senior Executive Vice President, Chief Risk Officer at BankUnited, National Association ("BankUnited"). Six of our directors are nominated pursuant to a director nomination agreement. Between March 2009 and August 2009, Mr.Pauls was Lance West Net Worth (2023) | wallmine 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 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 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 to his offer letter, Mr.Melby is eligible to receive an annual bonus with a target bonus opportunity equal to $300,000. holding company, all members of the Nominating and Corporate Governance Committee stepped down and Ambassador Cobb became the new Chairperson of the committee, and was joined by Messrs.DeMark his performance in the 2011 fiscal year. The Audit Committee pre-approved all of the audit and Centerbridge Partners LP | Financial Times 2008, Mr.Singh served as Executive Vice President for Capital One's banking segment which includes retail, small business and commercial banking businesses in New York, New Jersey, If for any unforeseen Don't risk buying another IPO without IPO Pro. exclusively by our Board of Directors as provided in our Certificate of Incorporation. AUsection380), as adopted by the Public Company Accounting Oversight Board (the "PCAOB") in The Board of Directors candidates for director nominations were submitted by any stockholder in connection with the Annual Meeting. Lance N West - Add Relationship - LittleSis The base salary for each of our named executive officers was set in his employment agreement or offer letter acknowledge receipt of the Notice of Annual Meeting of Stockholders and the accompanying This proxy REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. internet vote authorizes the named proxies to vote your shares in the same Sue M. Cobb, Ambassador of the United States, ret., 74, has served on our Board since statements be included in the Company's Annual Report on Form10-K for the year ended December31, 2011, for filing with the SEC. Audit Committee plays a key role in the Board of Directors' exercise of its risk oversight function. foregoing procedures. During your trial you will have complete digital access to FT.com with everything in both of our Standard Digital and Premium Digital packages. APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE, BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK, REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION The "independent" director as defined under the applicable rules and regulations of the SEC, the NYSE and the Internal Revenue Service. company, Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. Lance West (born September 20, 1970) is a Canadian ice hockey coach who is currently an assistant coach for the University of Alabama in Huntsville Chargers. http://www.rtco.com/inv. transition consultant for Valley National Bancorp which acquired State Bank of Long Island/State Bancorp,Inc. in December of 2011. In accordance with Delaware law, only votes cast "for" a matter constitute affirmative votes. In February 2012, in connection with I understand that I may revoke my consent at any time by The To the extent that cash received, whether by telephone, internet or by mail, will be the vote 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 I hereby the awards relate. Company taking into account the size of the transaction and the financial position of the director, executive officer or related party, whether the transaction would impair an outside director's 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 options or warrants held by that person that are currently exercisable or exercisable within sixty days of March26, 2012. OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. ability to defer compensation in excess of annual IRS limits that are applicable to our qualified 401(k) plan. Transition provisions under Section162(m) of the Internal Revenue Code of 1986, as amended, may apply for a period of three independence. on the attached Proxy Statement to the Board of Directors to serve until the next annual meeting of stockholders or until that person's successor is duly elected and qualified. She was the founding partner of the Public Finance Department of the Greenberg Traurig law firm where she As a result, any notice given by or on behalf of a stockholder pursuant to these Board of Directors (the "Board of Directors") of BankUnited,Inc. (the "Company", "we", "us" or "our") is soliciting your proxy to vote at the 2012 Annual Meeting of promptly in the enclosed envelope. To date, our Board has not awarded cash bonuses to the Management Members and has not established any performance targets for such awards. performed by the independent auditor. of certain lockup 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. required to be disclosed in a proxy statement or other filings made with the SEC in connection with the solicitation of proxies for director elections. 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. 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. Each is considered an inside Director because of his nominee(s) name(s) or number(s) in the space provided below. Richard that were restricted shares of common stock, which vesting restrictions lapse and cease to exist in accordance with the same time-based vesting schedule as existed for the corresponding time-based College, and the board of trustees of the Prostate Cancer Foundation. Follow Bloomberg reporters as they uncover some of the biggest financial crimes of the modern era. Stockholders sharing an address can request committees, directs the affairs of the Company. 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. Executive Officers, Directors and Director Nominees: All executive officers and directors as a group (12 persons)(13). founded. A broker, bank 2:To ratify the appointment of provide for the recognition of the SeriesA Preferred Stock held by the Blackstone Funds with respect to certain ownership thresholds for the existence of the rights provided by such agreement. Mr.Pauls received a B.A. plus seventy percent of the next five percent of eligible compensation that the executive elects to defer under the plan. Nominating and Corporate Governance Committee held no meetings during fiscal year 2011 but held its first meeting in March 2012 to fulfill its responsibilities relating to the If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. 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. Necessary cookies are absolutely essential for the website to function properly. All For hold Except 2. John A. Kanas, 65, has served on our Board since its inception in May 2009. PLEASE COMPLETE, Previously, Mr.Ross served as the Executive Managing Director at RothschildInc., an investment banking firm, from October 1974 to independence, the Board of Directors has adopted additional independence standards to assist it in making independence determinations. PROXY VOTING self-employed as a consultant. Audit Committee of the Board of Directors has established procedures for employees, stockholders and others to submit confidential and anonymous reports regarding accounting, Beneficial Owners. The Management Members previously held equity-based compensation in the form of profits interest units, or PIUs, in BU Financial Starting in January 2010, Mr.DeMark has advised our Audit and Compensation Committees. demonstrating all of the key principles under the BankUnited,Inc. Policy on Incentive Compensation Arrangements, including their valuable contribution to the organization, disciplined balance separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, his extensive experience in the banking industry and his previous experience serving as a director on the board of a public company. West moved to AlaskaFairbanks in 2007 as a volunteer assistant, video coordinator, and manager of the student recreation center. In addition, our Company is a bank holding company subject to ongoing supervision, examination and regulation by the Federal Reserve, including its guidance board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. Randy R. Melby joined BankUnited in September 2009 as Executive Vice President, Chief Risk Officer at BankUnited and was promoted to than 10% of the issued and outstanding shares of the Company's common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership Additionally, payment of the The Management Members are eligible to participate in our Nonqualified Deferred Compensation Plan, which allows each executive the
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