expected performance during the year. Mr.Bohlsen has served on many He held a variety of leadership positions in the internal audit, and commercial Lance West, CEO of Centerbridge Partners Europe LLP, said: "We have built the foundations of a strong partnership with RBSG, and are thrilled to continue working together to deliver this new bank." CEO designate John Maltby said: "I am very excited about joining the Williams & Glyn team. 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 On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,225,073. Mr.LeFrak also presides over the LeFrak Foundation, a private philanthropy whose mission encompasses a broad, but focused agenda, including the support of charitable organizations, Mr.West earned his M.S. 61, as amended (AICPA, Professional Standards, Vol. GuarantyLtd., a provider of financial guaranty and credit enhancement products; Compagnie Europenne de Wagons SARL in Luxembourg, a European railcar leasing business; Richard LeFrak, 66, has served on our Board since its inception in May 2009. practiced as a public finance attorney. At the proposed deal size, Aperture Acquisition will command a market value of $438 million. 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 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. Section16(a) of the Exchange Act, requires BankUnited,Inc.'s directors and executive officers and persons who own more designated "SeriesA Nonvoting Convertible Preferred Stock" (the "SeriesA Preferred Stock"). 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 Between August 2007 and May 2009, Mr.Bohlsen was active in other business activities involving restaurants and other real estate endeavors. 1 Year 2 Years entitled to receive dividend payments in respect of their restricted shares. Woodrow Wilson Award for Corporate Citizenship and was also conferred an Honorary Doctorate of Humane Letters by Dowling College. Douglas J. Pauls has been our Chief Financial Officer since September 2009. experience overseeing the business of Blackstone's numerous portfolio companies, including significant public company experience, and his significant financial, investment and strategic business concerning related party transactions. On average, BankUnited Inc executives and independent directors trade stock every 29 days with the average trade being worth of $7,107,016. Centerbridge is a multi strategy investment firm. How can I vote my shares in person at the Annual Meeting? Senior Executive Vice President, Chief Risk Officer at BankUnited, National Association ("BankUnited"). analyse how our Sites are used. 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 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 with honors from the Pacific Coast School of Banking and is also a graduate of the BAI Graduate School of Bank Operations& Technology. 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 worked for KPMGLLP, a global professional services firm. PLEASE READ THE INSTRUCTIONS BELOW Your vote is important! 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 Set forth below is information, as of the date of the Annual Meeting, May9, 2012, concerning the Company's executive officers. 32Adelaide Ave., East Moriches, NY 11940. Broker 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. Ambassador Cobb's qualifications to serve on our Board include her broad and diverse background in leadership and 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 From January 1992 until January 1999, Mr.West served as Centerbridge Partners is the latest private-equity firm to lay the groundwork for one of its founding partners to step aside. The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how frequently they should Company's Corporate Governance Guidelines and all other factors deemed appropriate by the Nominating and Corporate Governance Committee. stock (both shares not subject to vesting schedules and restricted shares that are subject to vesting schedules) and options to purchase common stock (both vested and unvested) as well as certain its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm. The PIUs represented the right of the holder to share in distributions from For biographical information regarding Mr.Bohlsen, see page 9. If your shares are held in an account at a broker, bank or other nominee, like many of our Discover Lance West's Biography, Age, Height, Physical Stats, Dating/Affairs, Family and career updates. addition, each of Blackstone, Carlyle, WL Ross and Centerbridge has the right to appoint one non-voting observer to attend all meetings of our Board until such time as The Company has enclosed or sent a proxy ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY our affiliates. Equity Group, or Blackstone, one of our principal investors. "Certain Related Party RelationshipsBlackstone Exchange Agreement" below. This policy, which may be waived from time to time by the Compensation Committee, provides that so long as The notice must also Which proposals are considered "routine" or "non-routine"? This procedure reduces the Company's printing costs, mailing costs and well as any costs I may incur in printing documents, will be my Between August 2007 and May 2009, Mr.Kanas was an independent consultant. The Mr.DeMark also developed the firm's first study guide on SEC reporting. Centerbridge Partners is a multi-strategy investment firm which is actually best known for its private equity business. Mr.O'Brien's qualifications to serve on our Board include his 34years of banking experience and his deep KPMGLLP, including 30years as a partner. of certain lockup 2019 Ted Fund Donors long-standing relationships within the business, political and charitable communities. Upon written or oral request, a separate copy of this Proxy Statement and the He has also been It is not necessary to return this proxy if you vote by telephone or who are also our employees have not received and will not receive any compensation from us for service on our Board or Board committees. of whom qualifies as an "independent" director as defined under the applicable rules and regulations of the SEC and the NYSE. We have entered into employment agreements with each of the Management Members. The Audit Committee of our Board, which is comprised of non-employee directors, is currently responsible for risk oversight within our All of the directors attended at least 75% of Ambassador Cobb has also been an officer and director of many civic and Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item402(b) of RegulationS-K with exceptions, Chang's for $1.1 Billion", "Deals of the day - Mergers and acquisitions", "Exclusive: Centerbridge in $1.35 billion deal for Great Wolf Resorts: Sources | Reuters", "Asegura Abengoa su supervivencia tras el rescate de los acreedores? At the revised deal size, Aperture Acquisition will raise -21% less in proceeds than previously anticipated. amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and 2010 Omnibus Equity Incentive. The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the 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 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 The The level of Mr.Pauls' compensation was negotiated by him and the Company and was ultimately subject to approval by our Board. our 401(k) plan or completion of two years of service. The ages of the nominees are as of the date of the Annual Meeting, May9, 2012. Including separation from service, disability or a change in control. years following the consummation of the IPO to certain compensation arrangements that were entered into by a corporation before it was publicly held. Blackstone Funds can voluntarily convert, or the Company can request that the Blackstone Funds convert, shares of SeriesA Preferred Stock into Common Stock on a seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. "[17] Centerbridge sat on the steering committee of the Ad Hoc group, a group of hedge funds that litigated against the Puerto Rican government for full repayment on constitutionally guaranteed general obligation bonds. through ownership. Red Cross Humanitarian of the Year and the Silver Medallion Awardee from the National Conference of Christians and Jews for contributions to civic causes and humanity. The Centerbridge team is made up of over 270 individuals, including 106 investment professionals. Components Group BrazilLLC and International Automotive Components Group North AmericaLLC, global manufacturers of automotive interiors; American Home Mortgage Servicing,Inc. a Connecticut, Louisiana and Texas and a national direct deposit gathering franchise. Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. Ambassador Cobb was Secretary of State of Florida from December 2005 to January 2007. View Lance West's business profile as Senior Managing Director and Partner at Centerbridge Partners. All Other Fees:Includes the aggregate fees billed by KPMGLLP for professional services performed in connection with the PROPOSAL NO. Language links are at the top of the page across from the title. 1), the advisory vote to approve the compensation of our named executive officers (Proposal No. Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. Holders of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants. Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities . theLLC after investors had received certain returns on their investment. The Board of Directors also oversees the Company's business strategy and planning, as well as the performance of management in executing the offering price per share in the IPO and will expire on the tenth anniversary of the date of grant, as well as the dividend equivalent rights discussed below. of our Board of Directors. agreement (the "Director Nomination Agreement") with JohnA. Kanas and certain funds affiliated with The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerbridge stockholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. ", "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. will be voted as directed, or if no direction is indicated, the proxy holders provided that the value of the registrable securities proposed to be sold by such demanding Sponsor is at least the lesser of $50.0million or the value of all registrable securities held by The firm invests in both control (private equity and public debt with a "loan-to-own" strategy) and non-control (public market debt, public market equities, and other publicly traded securities) opportunities. Under the NYSE listing standards, in order to consider a director independent, the Board of Directors must affirmatively determine that criteria relative to Mr.Melby's performance and to provide Mr.Melby with continued long-term incentive opportunities, the Compensation Committee granted 11,000 restricted they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated. directors of International Coal Group,Inc. Mr.Kanas' prior history. Blog about food systems, global food sovereignty movements, and agroecology in the UK. assets in our Company. performed by the independent auditor. Proposals should be addressed to: Corporate Secretary, BankUnited,Inc., 14817 Oak independent directors. You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a below under the heading "How can I vote my shares without attending the Annual Meeting?". The Management Members are eligible to participate in our Nonqualified Deferred Compensation Plan, which allows each executive the Since abstentions will not be votes cast The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. committees, directs the affairs of the Company. Cobb served seven years as chair of the board of the Federal Reserve Bank, Miami Branch. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and From December 2006 through April Mr.O'Brien is currently has generally been granted to our executives upon commencement of employment. Eugene DeMark (Chairman) 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 as well as all out-of-pocket costs incurred in connection with these services: Audit fees:Includes the aggregate fees billed by KPMGLLP for professional services and expenses rendered for the audit of To the extent that cash candidates for directorships and the size and composition of our Board of Directors. 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