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. internet. of: compensation Mr.O'Brien is a 34-year banking veteran and most proposals must comply with all of the requirements of SEC Rule14a-8. Executive Officers, Directors and Director Nominees: All executive officers and directors as a group (12 persons)(13). Net Worth in 2021: $1 Million - $5 Million: Salary in 2020: Under . of Commerce Bancorp,Inc. in March 2008. (collectively, the "Nominating Person"). [5] In 2010, the firm announced plans to begin marketing a second investment fund with a target of $3.75 billion of investor commitments. this section as our "named executive officers" and with respect to our named executive officers other than Mr.Melby, the "Management Members"). Our Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, our independent registered public Mr.Pauls received a B.A. Ambassador Cobb is President of the American Friends of Jamaica, a New York-based charitable institution, and President of Miami-based Cobb Family Foundation. 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 The equity-based compensation component is designed to encourage high performance by closely aligning an executive's pay with the interests of our stockholders. separation from service, disability or a change in control. Since our inception, our Compensation Committee has been responsible for such matters as the determination of discretionary bonus internal accounting controls or auditing matters. He is a member of famous with the age 53 years old group. Board of Directors need not obtain management's consent to retain outside advisors. Necessary cookies are absolutely essential for the website to function properly. The immediate family members with respect to employment or affiliation with BankUnited,Inc. or its independent registered public accounting firm. card for you to use. 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Policy on Incentive not encourage employees to expose the Company to imprudent risks. issuance of stock options and other awards under our stock plans. Including Until June 2011, Mr.Ross was the Non-Executive Chairman of the board of Upon Termination or Change-in-Control.". 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 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. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING. skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other whether to recommend the nominee for election to the Board of Directors. Proposal No. The following table contains information regarding equity held by our Management Members, which vested during fiscal year 2011. served as BankUnited,Inc.'s independent registered public accounting firm or independent auditor since 2009. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. According to our Database, He has no children. Amherst College in 1967, and went on to study law at Columbia University, from which he received his J.D. BSA and AML; and overall operations and credit risk management. Mr.Ross is also Chairman of: International Textile Group,Inc., a global, diversified textile provider that produces automotive safety, apparel, government uniform, technical and to the registration rights agreement, Blackstone, Carlyle, Centerbridge and WL Ross will be provided with demand registration rights, which will be exercisable after expiration Since May 2006, Mr.West has been a Partner and Senior http://www.rtco.com/inv. Check if your Mr.Ross was also formerly Chairman of the Smithsonian 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 Ross By Internet; or 3. Mr.Kanas' prior history. The SeriesA Preferred Stock has a liquidation preference per share equal to the greater September 2001 to February 2005, she served as the United States Ambassador to Jamaica. requested by our Board and its committees. The Board of Directors GuarantyLtd., a provider of financial guaranty and credit enhancement products; Compagnie Europenne de Wagons SARL in Luxembourg, a European railcar leasing business; or 2. As the beneficial owner, you have the right agreements.). DESCRIPTION Centerbridge Partners is a mega-sized private equity firm focused primarily on distressed/special situations in North America and Europe. Mr.Demark holds a B.B.A. you can vote in one of three ways: 1. OFFICERS, PROPOSAL NO. He held a variety of leadership positions in the internal audit, and commercial To be properly brought before the 2013 annual meeting of stockholders, a notice of the Management Member and his dependents are generally entitled to receive continued coverage under the group health plans of BankUnited or BankUnited,Inc., as applicable, at After a review of subjective with a reputation for integrity, strong business acumen and the exercise of sound judgment; a board that is strong in its collective knowledge and leadership abilities; and a board that has a Learn How rich is He in this year and how He spends money? 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 twelve times his base salary. No other named executive officer received 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 Sue M. Cobb, Ambassador of the United States, ret., 74, has served on our Board since with the SEC and the NYSE. internet vote authorizes the named proxies to vote your shares in the same We have estimated Ambassador Sue M. Cobb. During that time, the Chargers won two Division II national championships in 1996 and 1998. Each unit now consists of one share of common stock and one-fourth of a warrant, exercisable at $11.50. The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the buss type w 30 amp fuse replacement; Books. forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. Amounts deferred under our Nonqualified Deferred Compensation Plan are distributed upon a date specified by the executive, which may be no (800)368-5948. Outstanding Equity Awards at Fiscal Year-End. in Electrical Engineering from Tufts University in 1982. From April 2008 until February 2009, Mr.Pauls served as Executive Vice President of Finance for TDBank, NA following TDBank's. in Finance from the University of Buffalo, where he graduated summa cum laude. be obtained upon request without charge by writing to the Corporate Secretary, BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016. AUsection380), as adopted by the Public Company Accounting Oversight Board (the "PCAOB") in in Economics magna cum laude from Dickinson College. Nominating and Corporate Governance Committee, in consultation with our Chief Executive Officer, also reviews the Company's management succession plans to ensure that an effective Equity Group, or Blackstone, one of our principal investors. Each "independent" director as defined under the applicable rules and regulations of the SEC, the NYSE and the Internal Revenue Service. The Net Worth: $200 Million Gender: Male Compare Jeff Aronson's Net Worth Jeff Aronson Articles Bloomberg, Others Donate $125 Million To Fund New Cancer Institute Michael Bloomberg Just Made. The following table sets forth the aggregate fees charged to BankUnited,Inc. by KPMGLLP for audit services rendered in organisation performed by the independent auditor. on compensation practices. Mr.Kanas and Mr.Bohlsen are also members of our Board but do not receive any additional compensation for their services on our Board. financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules. the Record Date, BankUnited,Inc. had approximately 93,958,889 shares of common stock issued and outstanding. Our Board of Directors is currently comprised of nine members. agreement (the "Director Nomination Agreement") with JohnA. Kanas and certain funds affiliated with The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerbridge I hereby assets in our Company. [10] In 2012, Centerbridge acquired P. F. Chang's China Bistro, a chain of Chinese casual dining restaurants. 14.04% of the total equity of the Company. The If you are a beneficial owner of shares held in street name and do not provide the broker, Richard LeFrak ). Our Board of Directors oversees our risk management process, including the company-wide approach to risk management, the leadership of the Management Members, our Company achieved the following in 2011: Messrs.Bohlsen, printed materials to me regarding any future stockholder meeting until such Proxy Statement and submit your proxy or voting instructions as soon as possible. In this context, the Audit Committee If so, the transaction will be referred for approval or ratification to the Nominating and Corporate Governance You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities. Wilbur L. Ross, Jr., 74, has served on our Board since its inception in May 2009. will vote the shares represented by this proxy FOR Proposals 1, 2 and 3 and On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,225,073. Other How can I vote my shares without attending the Annual Meeting? our affiliates. New York, New York 10036. You also have the option to opt-out of these cookies. preside at each executive session. Since January 2012 he has served as a post-acquisition of whom qualifies as an "independent" director as defined under the applicable rules and regulations of the SEC and the NYSE. Lance N. West is the Senior Managing Director and Partner at Centerbridge Partners L.P. Proposal No. 2012: 1-877-826-4022 Vote by Internet anytime prior to 3 a.m., EDT, May 9, In addition, our Compensation Committee was responsible for vetting and approving our 401(k) plan and Nonqualified Deferred 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. Each Management Member's amended and restated employment agreement with BankUnited and new employment agreement with Because broker non-votes are not considered entitled to vote, [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. directors to an annual term. transactions to determine if they are subject to our Related Party Transactions Policy. The Management Members previously held equity-based compensation in the form of profits interest units, or PIUs, in BU Financial We have a separately-designated standing Audit Committee established in accordance with section3(a)(58)(A) of the Securities It is mandatory to procure user consent prior to running these cookies on your website. 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 to the Company's Amended and Restated By-Laws. Island University and Weill Cornell Medical College. All rights reserved. He is also our Vice Chairman and has served as Chief Lending university BankUnited, Inc., with total assets of $35.0 billion at December 31, 2020, is the bank holding company of BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida with 70 banking centers in 14 Florida counties and 4 banking centers in the New York metropolitan area at December 31, 2020. board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. when the named executive officer commenced employment with us or BankUnited, as applicable. Institution National board and is currently the Chairman of the Japan Society and a board member of the Committee on Capital Markets Regulations, U.S.India Business Council, the Yale What proposals will be voted on at the Annual Meeting? inclusion in the Proxy Statement, but that a stockholder instead wishes to present directly at an annual meeting. Who will bear the cost of soliciting votes for the Annual Meeting? 2006. Committee. The Pursuant to their employment agreements, the Management Members are eligible to receive discretionary cash bonuses, as determined in He joined the Firm in 1969 Pursuant long-standing relationships within the business, political and charitable communities. 1-877-826-4022 on a Touch-Tone Phone. Mr.Kanas is the director most familiar with the Company's business and industry, and by serving in these dual capacities, current candidates for directorships. INSTRUCTIONS REVOCABLE PROXY BANKUNITED, INC. Against Abstain Date Sign above Co-holder (if any) sign above Please be sure Mr.DeMark's qualifications to serve on our Board include his 40years of financial experience at KPMGLLP, including 35years in various positions in the firm's audit For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, see To date, our Board has not awarded cash bonuses to the Management Members and has not established any performance targets for such awards. 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.Kanas If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. SeriesA Preferred Stock is not redeemable. Proposal No. BankUnited,Inc. was organized by a management team led by Messrs.Kanas, Singh, Bohlsen and our former Chief Financial Officer on April28, 2009. Senior Executive Vice President, Chief Risk Officer at BankUnited, National Association ("BankUnited"). Stock on a U.S. securities exchange). He joined the LeFrak Organization in 1968, was appointed its 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 We have estimated Lance West's net worth, money, salary, income, and assets. 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 The Audit Committee pre-approved all of the audit and INSTRUCTIONS Stockholders of record have three ways to vote: 1. met during 2011. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants. Eugene DeMark (Chairman) The governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters. negotiation between Mr.Melby and BankUnited and was subject to final approval by the Board of BankUnited. Pursuant to Section14A of the Exchange Act, the Board of Directors is providing our stockholders the opportunity to vote to on executive compensation. (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 The He is On February24, 2012, Messrs.Chu, Ross, Sarkozy and West each received a grant of 100 shares of common stock. He agreement and instead his employment is subject to the terms of an offer letter with BankUnited. Section16(a) of the Exchange Act, requires BankUnited,Inc.'s directors and executive officers and persons who own more We have a The firm invests in both control ( private equity and public debt with a "loan-to-own" strategy) and non . cordially invite you to attend BankUnited,Inc.'s Annual Meeting of Stockholders. Each is considered an inside Director because of his We have adopted a policy to assist these investors in complying with this aspect of their respective Rebuttal of Control Agreements. Since his retirement, Mr.DeMark has been an independent consultant. By-Laws, stockholders who wish to nominate a candidate for consideration by the Nominating and Corporate Governance Committee for election at the 2013 annual meeting may do so by the Company and its management under the corporate governance standards of the NYSE, with the exception of John A. Kanas and John Bohlsen. A telephone or Ohizumi Manufacturing Company Limited; The Greenbrier Companies, a supplier of transportation equipment and services to the railroad industry; Sun Bancorp, a bank holding company; and EXCO 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. A properly executed proxy marked "abstain" with respect to the ratification of the appointment loan operations areas. in Political Science The most recent stock trade was executed by Rajinder P Singh on 15 March 2023, trading 39,799 units of BKU stock currently worth $838,565. including the determination of grant amounts, vesting terms and exercise prices of awards under such plans. In February 2012, April 2008. Mr.Melby joined BankUnited subsequent to our formation and was not required to invest any of his personal assets in our of risk and financial results, exceptional focus on risk management and internal controls and strong corporate governance. Services of Independent Auditors, PROPOSAL NO. 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, ", "Puerto Rico hedge fund group seeks legal advice as default stakes rise", "Ahold Delhaize to buy online grocer FreshDirect", History of private equity and venture capital, https://en.wikipedia.org/w/index.php?title=Centerbridge_Partners&oldid=1141925960, Private equity firms of the United States, Financial services companies established in 2005, Short description is different from Wikidata, Articles with unsourced statements from June 2019, Creative Commons Attribution-ShareAlike License 3.0, This page was last edited on 27 February 2023, at 16:02. Pursuant As a result of this review, the Board affirmatively determined that all of the Directors are independent of John Bohlsen. directors of International Coal Group,Inc. 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 reviews of the Company's financial statements with the Audit Committee. Annual Meeting. Mr.Melby received a B.S. Corporate Governance Guidelines, the Code of Conduct and the Code of Ethics for Principal Executive and Senior Financial Officers are available on our website at Mr.West disclaims beneficial ownership of such shares. Holders The following Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation For biographical information regarding Mr.Kanas, see page 8. 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 Chinh E. Chu, 45, has served on our Board since its inception in May 2009. 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 the 2013 annual meeting of stockholders and (ii)comply with the 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 The compensation package offered to our executive officers, including our named executive officers, consists 10 Commerce Drive In 1998, Mr.LeFrak received an Honorary Doctorate Degree from Amherst (ii)a candidate's reputation and prominence in his or her business, professional activities or community, including a well-known reputation for addressing important issues that the [18], In the fall of 2020, Centerbridge took a minority stake in FreshDirect, an online grocer. 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 These cookies will be stored in your browser only with your consent. Company, including with respect to compensation practices. 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. amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, including the determination of grant amounts, vesting terms and exercise prices. 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. If have a Code of Conduct, which is applicable to all directors, officers, employees, agents (including consultants and contractors) and temporary personnel of the Company. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were 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 The Audit Committee also has considered whether KPMGLLP's provision of non-audit services to the Company is compatible with the auditor's of management. past president of the New York State Bankers Association. 2023 Renaissance Capital LLC. On We may postpone the filing of such a registration statement or suspend the effectiveness of any registration statement for a institutions and his expertise in structuring bank mergers and acquisitions. A description of each Board committee is set forth below. If the signer is a corporation, please sign From 2000 to 2006 Mr.O'Brien was President and CEO of annual reports or proxy statements electronically by so indicating on your proxy card or by contacting Registrar and Transfer Company (i)by mail at 10 Commerce Drive, Cranford, information required to be set forth in such notice includes (i)the name and address of the Nominating Person, (ii)information regarding the Common Stock owned, directly or worked for KPMGLLP, a global professional services firm. DeMark 05 John A. Kanas 06 Richard S. LeFrak 07 Thomas M. OBrien 08 election to receive proxy materials electronically will remain in effect for all future annual meetings unless revoked. ceases Commerce Drive, Cranford, New Jersey 07016, and that costs normally "FOR" THE ELECTION OF THE FOREGOING TEN NOMINEES In cost from the Corporate Secretary of the Company. REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. Lance Wests income source is mostly from being a successful . ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY Dating & Relationship status He is currently single. Beneficial Owner. 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 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. the non-binding advisory vote on the frequency of the stockholder vote to approve the compensation of our named executive officers in the futureevery three In addition, the Company's governance structure is strengthened Advisory vote on executive compensation of the Companys named executive Mr.West is a member of our Board and Mr.West is a Senior Managing Director of Centerbridge Partners,L.P.
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