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DEF 14A 1 bku2021proxy-def14a.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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BANKUNITED, INC.
(Name of Registrant as Specified in Its Charter)

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14817 Oak Lane

Miami Lakes, FL 33016

Notice of 2021 Annual Meeting of Shareholders and Proxy Statement

14817 Oak Lane
Miami Lakes, FL 33016

April 8, 2021

Dear Fellow Shareholders:

Like so many others, we began 2020 with a positive outlook for the year. Our Board held a meeting in Miami in mid-February to review our annual business plan; at this meeting, our Board voted to increase our quarterly dividend to $0.23 per share. We also held town hall meetings with our employees to communicate our plans for the year. We discussed continued implementation of our BankUnited 2.0 initiatives and opportunities for growth in our corporate and commercial banking lines in New York and Florida. We reviewed technology initiatives and conducted an employee engagement survey in which 80% of our employees participated. But, we were suddenly looking at different plans for 2020 - plans that were defined by numerous challenges.

With headquarters in Miami, we frequently test and review our hurricane preparedness plans. These plans help us to respond quickly to approaching hurricanes. And perhaps it is our experience preparing for hurricanes that enabled us to pivot quickly in March 2020 to the onset of the COVID-19 pandemic. We quickly identified emerging risks and implemented mitigation strategies. We activated our business continuity plan and made our employees’ well-being and safety our priority. We established safety protocols in our branches to provide access to support the banking needs of our customers. Our Board learned to adapt to virtual meetings and initially held weekly meetings to review the risks posed by the pandemic and to understand the impact on all of our stakeholders. On behalf of the Board and the entire BankUnited team, I would like to thank Michael Dowling for his service on our Board over the past year. In addition to his knowledge and guidance regarding the virus, Michael was a reassuring voice in very uncertain times. For more detailed information on our response to the pandemic, please see page 32.

As we learned and adapted to conducting business in the midst of a worldwide pandemic, in the summer of 2020, our nation was further confronted with the reality of racial inequity, social injustice and civil unrest. In response, we launched iCARE™, which stands for Inclusive Community of Advocacy, Respect and Equality. iCARE™ will help us develop and build a culture that promotes diversity in our workplace and in our communities. At BankUnited, diversity begins with the Board, which is 33% diverse by gender and 44% by ethnicity/nationality.

Due to the ongoing concerns for the safety and well-being of our shareholders, directors and employees, we again will be holding a virtual annual meeting in 2021. We cordially invite you to attend the 2021 Virtual Annual Meeting of Shareholders of BankUnited, Inc. which will be held on Tuesday, May 25, 2021 at 10:00 a.m., Eastern Time. You will be able to attend the Annual Meeting as well as vote and submit questions during the meeting by visiting: www.virtualshareholdermeeting.com/BKU2021. Information on how to participate in this year's Annual Meeting can be found on page 67.

As described in more detail in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, the purpose of the meeting is:

1.To elect nine directors identified in the attached Proxy Statement to the Board of Directors to serve until the next annual meeting of shareholders and until that person's successor is duly elected and qualified, or until that person's earlier, death, resignation or removal;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021;

3.To hold an advisory vote to approve the compensation of our named executive officers; and

to transact any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Only holders of common stock registered on the Company’s books as owners of shares at the close of business on March 29, 2021, are entitled to vote at the Annual Meeting. You will be required to enter your control number found on your proxy card or notice to enter the meeting.

Your vote is important. At the meeting, shareholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached Proxy Statement. Whether or not you plan to attend the virtual meeting, we urge you to vote and submit your proxy so that as many shares as possible may be represented at the meeting. Your proxy is revocable and will not affect your right to vote at the virtual meeting if you choose to attend.

Thank you for your continued support and investment in BankUnited, Inc.


			Sincerely,

			Rajinder P. Singh Chairman, President and Chief Executive Officer

14817 Oak Lane
Miami Lakes, FL 33016

NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS


Time and Date	10:00 a.m., Eastern Time, on May 25, 2021

Virtual Meeting Details	Shareholders will be able to listen, vote, and submit questions from any location that has Internet connectivity. Shareholders may participate by logging in at: www.virtualshareholdermeeting.com/BKU2021. Please see the instructions on page 67 of the Proxy Statement.

Items of Business	Proposal No. 1: To elect nine directors identified in the attached Proxy Statement to the Board of Directors to serve until the next annual meeting of shareholders and until that person's successor is duly elected and qualified, or until that person's earlier death, resignation or removal. Proposal No. 2: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021. Proposal No. 3: To hold an advisory vote to approve the compensation of our named executive officers. To transact any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date	You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a shareholder of record at the close of business on March 29, 2021 (the "Record Date"). On the Record Date, BankUnited, Inc. had 93,263,882 shares of common stock issued and outstanding.

Voting	Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the attached Proxy Statement and submit your proxy or voting instructions as soon as possible. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. For specific instructions on voting, please refer to the instructions on your enclosed proxy card.

Internet Availability of Proxy Materials	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 25, 2021. BankUnited, Inc.'s Proxy Statement and 2020 Annual Report to Shareholders are available at: https://ir.bankunited.com.

		By Order of the Board of Directors,

April 8, 2021		Susan Wright Greenfield
Miami, Florida		Corporate Secretary

Table of Contents


PROPOSALS TO BE VOTED ON BY BANKUNITED, INC. SHAREHOLDERS			1
PROPOSAL NO. 1 ELECTION OF DIRECTORS			1
Directors Elected Annually			1
Board Nominations			1
Information Regarding the Nominees for Election to the Board of Directors			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Role of Board of Directors			11
Director Independence			11
Board Performance Evaluations			12
Director Education			12
Board of Directors Meetings and Attendance			13
Committees of the Board of Directors			13
Compensation Committee Interlocks and Insider Participation			15
Risk Management and Oversight			16
Shareholder Engagement			17
Board Leadership Structure			18
Lead Independent Director			18
Executive Sessions			19
Succession Planning			19
Communications with the Board of Directors			20
Corporate Governance Guidelines, Code of Conduct and Code of Ethics			20
Director Compensation			20
Director Nominating Process and Diversity			22
Outside Advisors			23
Certain Related Party Relationships			24
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Report of the Audit Committee			27
Auditor Fees and Services			27
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			28
COMPENSATION DISCUSSION AND ANALYSIS			29
CEO PAY RATIO			58
EQUITY COMPENSATION INFORMATION			59
PROPOSAL NO 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY")			60
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK			61
Section 16(a) Beneficial Ownership Reporting Compliance			62
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS			63
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			65

Q: Why am I receiving these materials?			65
Q: How do I get electronic access to the proxy materials?			65
Q: What proposals will be voted on at the Annual Meeting?			65
Q: What is the Board of Directors' voting recommendation?			66

BankUnited, Inc. 2021 Proxy Statement


Q: Who is entitled to vote?			66
Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?			66
Q: How can I participate in the virtual annual meeting?			67
Q: How can I vote my shares in person at the Annual Meeting?			67
Q: How can I vote my shares without attending the Annual Meeting?			67
Q: What is the quorum requirement for the Annual Meeting?			68
Q: What happens if I do not give specific voting instructions?			68
Q: Which proposals are considered "routine" or "non-routine"?			68
Q: What is the voting requirement to approve each of the proposals?			69
Q: What does it mean if I receive more than one proxy or voting instruction card?			69
Q: Who will count the vote?			69
Q: Can I revoke my proxy or change my vote?			69
Q: Who will bear the cost of soliciting votes for the Annual Meeting?			70
Q: I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?			70
Q: How can I obtain a copy of BankUnited, Inc.'s Annual Report on Form 10-K?			70
Q: Where can I find the voting results of the Annual Meeting?			70

BankUnited, Inc. 2021 Proxy Statement

PROPOSALS TO BE VOTED ON BY BANKUNITED, INC. SHAREHOLDERS

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Directors Elected Annually

Our Board of Directors is currently comprised of nine members. The size of the Board of Directors may be fixed from time to time exclusively by our Board of Directors as provided in our Certificate of Incorporation. BankUnited, Inc.'s directors are elected each year by the shareholders at the Company's annual meeting of shareholders. We do not have a staggered or classified board.

Nine director nominees are standing for election at this year's Annual Meeting. All nominees currently serve as directors on our Board of Directors. Each elected director's term will last until the 2022 annual meeting of shareholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal.

Directors of BankUnited, Inc. have historically also served as directors of its wholly-owned subsidiary BankUnited, N.A. (the "Bank").

Each director will be elected by a majority of the votes cast, either in person or by properly authorized proxy, in the election of directors at the Annual Meeting.

Under our Amended and Restated By-Laws, at any meeting of the shareholders at which directors are to be elected and a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election.

If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, then the director will be required under our Amended and Restated By-Laws to promptly tender his or her resignation as a director. Our Nominating and Corporate Governance Committee would then make a recommendation to the full Board as to whether to accept or reject the resignation.

If the resignation is not accepted by the Board, then the director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier death, resignation or removal.

If the director’s resignation is accepted by the Board, then the Board may fill the vacancy.

However, if the number of nominees exceeds the number of positions available for the election of directors, then the directors will be elected by the vote of a plurality of the votes cast at any meeting of the shareholders at which directors are to be elected and a quorum is present.

Board Nominations

Board candidates are selected based on various criteria including their character and reputation, relevant business experience and acumen and relevant educational background. The Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for Board membership. Board 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 shareholders.

BankUnited, Inc. 2021 Proxy Statement

Information Regarding the Nominees for Election to the Board of Directors

Key Statistics about our Director Nominees

Qualifications

In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee takes into consideration the Company's Corporate Governance Guidelines and all other factors deemed appropriate by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee's determination is made based primarily on the following criteria: (i) a candidate's special skills, expertise and background that would enhance or complement the mix of the existing directors, (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 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 Board's affairs and perform his or her duties to the highest standards. For more information about the nominating process, see "Board of Directors and Corporate Governance—Director Nominating Process and Diversity."

BankUnited, Inc. 2021 Proxy Statement


Director/Age	Professional Experience	Board Tenure	Independent
Rajinder P. Singh, 50 Chairman, President and CEO	Banking	2013	No
Tere Blanca, 60	Commercial Real Estate	2013	Yes
John N. DiGiacomo, 59	Banking/Accounting	2018	Yes
Michael J. Dowling, 72	Healthcare	2013	Yes
Douglas J. Pauls, 62	Banking/Accounting	2014	Yes
A. Gail Prudenti, 67	Legal	2015	Yes
William S. Rubenstein, 65	Legal	2017	Yes
Sanjiv Sobti, Ph.D., 59	Finance & Capital Markets	2014	Yes
Lynne Wines, 66	Banking	2015	Yes

Biographical Information

Set forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. We further provide each nominee's specific experience, qualifications, attributes and skills that the Nominating and Corporate Governance Committee and the Board of Directors considered in determining whether to recommend the nominee for election to the Board of Directors. In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board 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 diversity of viewpoints and backgrounds. The ages of the nominees are as of the date of the Annual Meeting.

BankUnited, Inc. 2021 Proxy Statement


RAJINDER P. SINGH			CHAIRMAN, PRESIDENT and CHIEF EXECUTIVE OFFICER
			Mr. Singh is our Chairman, President and Chief Executive Officer and one of the founding organizers of our Company. Mr. Singh was appointed Chairman of the Board of Directors of BankUnited, Inc. in January 2019 and President and Chief Executive Officer in January 2017. Mr. Singh served as our Chief Operating Officer from October 2010 up until his promotion in 2017. An industry veteran of 25 years, Mr. Singh has held several executive leadership positions prior to BankUnited including for Invesco’s WL Ross & Co., Capital One Financial Corp, North Fork Bancorporation and FleetBoston Financial Corporation. Mr. Singh serves on the Federal Reserve's Board of Governors' Federal Advisory Council, representing the Atlanta Region. Mr. Singh earned his M.B.A. from Carnegie Mellon University in Pittsburgh and his B.S. in chemical engineering from the Indian Institute of Technology in New Delhi. Board Qualifications: •Banking and leadership experience and his understanding of regulatory and corporate governance matters.
Age: •50
Director Since: •July 2013
Committee Membership: •None
Professional Experience: •Banking


TERE BLANCA
			Ms. Blanca is the founder, Chairman and Chief Executive Officer of Blanca Commercial Real Estate, Inc., an independently owned commercial real estate services firm in Florida. Ms. Blanca has more than 25 years of experience in the South Florida real estate sector. Prior to launching Blanca Commercial Real Estate in March 2009, she served as Senior Managing Director for Cushman & Wakefield of Florida, Inc., where she led the firm's South Florida operations. Ms. Blanca also held the position of Senior Vice President at Codina Realty Services, Inc. ONCOR International. Ms. Blanca is a past member of the Board of Directors of The Miami Foundation, member of the Board of Governors of the Greater Miami Chamber of Commerce, past chair of the Board of Directors of City Year Miami, and past chair of Miami-Dade County's official economic development agency, The Beacon Council. She also is a member of Young Presidents' Organization (YPO) Gold Miami-Ft Lauderdale Chapter, an Associate member of the YPO Miami Chapter, a member of the Women Corporate Directors (WCD) and a member of the University of Miami's School of Business Real Estate Advisory Council. Ms. Blanca has earned several honors, including “Top 100 Power Leaders”, “Ultimate CEO” and “Most Influential Business Women” by the South Florida Business Journal, and “Power Leader of the Year” and “Office Broker of the Year” by the Greater Miami Chamber of Commerce, “Philanthropist of the Year” by City Year Miami, “Community Leader” by the Hispanic Chamber of Commerce, “Top 25 Women in Real Estate” by Commercial Property Executive, “Women of Influence: Legends” and “Women of Influence” by Real Estate Forum, “Top Dealmakers of the Year” by the Daily Business Review, and Camacol's “Successful Hispanic Women of the Year.” Ms. Blanca earned a B.B.A with a concentration in international marketing and finance and an M.B.A. from the University of Miami. Board Qualifications: •Leadership and management experience, knowledge of commercial real estate markets and relationships in the business community.
Age: •60
Director Since: •September 2013
Committee Membership: •Compensation Committee Member
Professional Experience: •Commercial Real Estate

BankUnited, Inc. 2021 Proxy Statement


JOHN N. DIGIACOMO
			Mr. DiGiacomo joined our Board in August 2018 and has over 25 years of experience in the financial services industry. From 1994 to 2007, he served as Chief Financial Officer of North Fork Bank until the company’s merger with Capital One Financial Corporation. From 1990 to 1994, Mr. DiGiacomo served as Senior Vice President, Corporate Controller of North Fork Bank, and Vice President of Financial Planning, North Fork Bancorporation, Inc. from 1988 to 1990. Mr. DiGiacomo served as Vice President, Director of Finance of Long Island Mortgage from 1986 to 1988. Mr. DiGiacomo began his career at KPMG LLP. Mr. DiGiacomo graduated magna cum laude with a bachelor’s degree in accounting from St. John’s University in Queens, New York. Board Qualifications: •Banking experience and deep understanding of financial statements, regulation, compliance and corporate governance.
Age: •59
Director Since: •August 2018
Committee Membership: •Audit Committee Member
Professional Experience: •Banking and Accounting

BankUnited, Inc. 2021 Proxy Statement


MICHAEL J. DOWLING
			Mr. Dowling is the President and Chief Executive Officer of Northwell Health, a clinical, academic and research enterprise with a workforce of more than 75,000 and annual revenue of $14 billion. Northwell is the largest health care provider and private employer in New York State, caring for more than two million people annually through a vast network of 830 outpatient facilities, including 220 primary care practices, 52 urgent care centers, home care, rehabilitation and end-of-life programs, and 23 hospitals. Prior to becoming President and CEO in 2002, Mr. Dowling was the health system's Executive Vice President and Chief Operating Officer. Before joining Northwell in 1995, he was a Senior Vice President at Empire Blue Cross/Blue Shield. Mr. Dowling served in New York State government for 12 years, including seven years as State Director of Health, Education and Human Services and Deputy Secretary to the Governor. He was also Commissioner of the New York State Department of Social Services. Before his public service career, Mr. Dowling was a professor of Social Policy and Assistant Dean at the Fordham University Graduate School of Social Services and Director of the Fordham Campus in Westchester County. Mr. Dowling is past chair of the Healthcare Institute and the current chair of the Institute for Healthcare Improvement (IHI). He is a member of the Institute of Medicine of the National Academies of Sciences and the North American Board of the Smurfit School of Business at University College, Dublin, Ireland. He also serves as a board member of the Long Island Association. He is past chair and a current board member of the National Center for Healthcare Leadership (NCHL), the Greater New York Hospital Association (GNYHA), the Healthcare Association of New York State (HANYS) and the League of Voluntary Hospitals of New York. Mr. Dowling was an instructor at the Center for Continuing Professional Education at the Harvard School of Public Health. Mr. Dowling grew up in Limerick, Ireland. He earned his undergraduate degree from University College Cork (UCC), Ireland, and his master’s degree from Fordham University. He also has honorary doctorates from Queen's University Belfast, University College Dublin, Hofstra University, Dowling College and Fordham University. Board Qualifications: •Extensive leadership and management experience as well as his relationships within the business, political and charitable communities.
Age: •72
Director Since: •May 2013
Committee Membership: •Compensation Committee Chair
Professional Experience: •Healthcare

BankUnited, Inc. 2021 Proxy Statement


DOUGLAS J. PAULS			LEAD INDEPENDENT DIRECTOR
			Mr. Pauls served as our Chief Financial Officer from September 2009 to February 2013. From March 2013 to December 2013, Mr. Pauls served as a senior advisor to the Company. In December 2013, Mr. Pauls joined the Board of Directors of Essent Group Ltd. (NYSE: ESNT), and serves as Chairman of the Audit Committee and member of the Compensation Committee and the Technology, Innovation and Operations Committee. In September 2020, Mr. Pauls joined the Board of Directors of North Mountain Merger Corp. (NASDAQ: NMMC), and serves as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. In February 2021, Mr. Pauls joined the Board of Directors of The Global Atlantic Financial Group LLC. From June 2019 to January 2021, Mr. Pauls served on the Board of South Mountain Merger Corp. (NASDAQ: SMMCU) and as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Between March 2009 and August 2009, Mr. Pauls was self-employed as a consultant. From April 2008 until February 2009, Mr. Pauls served as Executive Vice President of Finance for TD Bank, NA following TD Bank's acquisition of Commerce Bancorp, Inc. in March 2008. Mr. Pauls served as Chief Financial Officer of Commerce Bancorp from March 2002 until the acquisition by TD Bank in March 2008. Mr. Pauls was a member of the three person Office of the Chairman, responsible for overall management, policy making and strategic direction of Commerce Bancorp. From October 1995 to March 2002, Mr. Pauls served as the Chief Accounting Officer of Commerce Bancorp, its Senior Vice President from January 1999 to April 2006 and its Executive Vice President from April 2006 to April 2008. Earlier in his career, Mr. Pauls was a Senior Manager in the Audit Department of Ernst & Young in Philadelphia and Pittsburgh, Pennsylvania. Mr. Pauls received a B.A. in Economics magna cum laude from Dickinson College. Mr. Pauls currently serves on the Board of Trustees of Dickinson College. Board Qualifications: •Extensive banking experience, including his previous service as our Chief Financial Officer, and his deep understanding of financial statements, regulation, compliance and corporate governance.
Age: •62
Director Since: •May 2014
Committee Membership: •Risk Committee Chair •Nominating and Corporate Governance Committee Member
Professional Experience: •Banking and Accounting
Current Other U.S. Listed Company Boards: •Essent Group Ltd. •North Mountain Merger Corp.

BankUnited, Inc. 2021 Proxy Statement


A. GAIL PRUDENTI
			Judge Prudenti is the Dean at the Maurice A. Deane School of Law at Hofstra University and Executive Director of the Center for Children, Families and the Law at Hofstra. From December 2011 to July 2015, Judge Prudenti served as the Chief Administrative Judge of the Courts of New York State, where she supervised the administration and operation of the statewide court system. From 2002 until December 2011, Judge Prudenti served as the Presiding Justice of the Appellate Division for the Second Judicial Department in New York State. Judge Prudenti served as Associate Justice, Appellate Division for the Second Judicial Department from 2001 to 2002, and as Administrative Judge for the Tenth Judicial District (Suffolk County) from 1999 to 2001. Prior to her appointment as Administrative Judge, Judge Prudenti served as Surrogate of Suffolk County from 1995 to 2000. Judge Prudenti’s judicial career began in 1991 when she was elected to the New York State Supreme Court, where she served until 1995. In 1996, during her tenure as Surrogate, Judge Prudenti was also designated as an Acting Supreme Court Justice and received the additional responsibilities of presiding over a dedicated Guardianship Part. After six years as the Surrogate, Judge Prudenti was reelected to the Supreme Court bench. Judge Prudenti earned her law degree from the University of Aberdeen, in Scotland, which also awarded her an honorary Doctorate of Laws in 2004 and an honorary appointment as Professor in the School of Law. Judge Prudenti earned a Bachelor of Arts with honors from Marymount College of Fordham University and an Honorary Doctorate from Hofstra University in 2016. She is a member of the Advisory Panel of Judges of the New York State Lawyer Assistance Trust Program, a member of the Council of Chief Judges of the National Center for State Courts, a former chairperson of the Office of Court Administration’s Mental Health Curriculum Committee for Trial Judges, co-chair of the Chief Judge’s Task Force on Delay in the Courts, a member of the Chief Judge’s Commission on Public Access to Court Records, a former member of the Chief Administrative Judge’s Judicial Legislative Group and a member of the NYS Office of Court Administration’s Gender Bias and Anti-Discrimination Panel. In addition, the judge is a member of the Judicial Section of the American Bar Association, the former Presiding Member of the Judicial Section of the New York State Bar Association, a member of the New York State Trial Lawyers Association and the New York State Women’s Bar Association, a former co-chair of the Surrogate’s Court Committee of the Suffolk County Bar Association, a member of the Suffolk County Women’s Bar Association, and a member of the Board of Directors of the Suffolk County Columbian Lawyers Association. Board Qualifications: •Extensive legal experience as well as her leadership and relationships in the political and charitable communities.
Age: •67
Director Since: •August 2015
Committee Membership: •Nominating and Corporate Governance Member •Compensation Committee Member
Professional Experience: •Legal

BankUnited, Inc. 2021 Proxy Statement


WILLIAM S. RUBENSTEIN
			Mr. Rubenstein is a retired partner of the New York law firm of Skadden, Arps, Slate, Meagher and Flom, LLP. Mr. Rubenstein was with the firm from September 1981 through December 2014, and was made a partner in April 1989. Mr. Rubenstein served as co-head of the firm's Financial Institution Group preceding his retirement. For more than ten years preceding his retirement from Skadden, Mr. Rubenstein served as a trustee of the Firm's pension plan and a member of the Firm's retirement committee, overseeing the investment of the Firm's pension and retirement plan assets. From 2003 to 2013, Mr. Rubenstein served as a trustee of the Stella and Charles Guttman Foundation, a New York not-for-profit established in 1959 dedicated to supporting programs to improve the educational opportunities and the delivery of health and other services for people in low income neighborhoods. Board Qualifications: •More than 33 years of experience representing financial institutions and their boards of directors in a wide range of corporate transactions involving negotiated and contested mergers and acquisitions, the structuring and issuance of complex securities, and governance and regulatory matters.
Age: •65
Director Since: •August 2017
Committee Membership: •Risk Committee Member
Professional Experience: •Legal


SANJIV SOBTI, Ph.D.
			Dr. Sobti has served at several preeminent Wall Street firms during a career spanning more than 30 years. Since 2007, Dr. Sobti has had an independent consulting business and has served as a senior advisor to Credit Suisse since 2008. In 2006, he co-founded FIRE Capital Fund Management Mauritius Private Limited, the manager for a private equity fund, and served as the Chairman of its Board of Directors until 2011. From 2001 through 2008, Dr. Sobti was a Senior Managing Director of Bear, Stearns & Co. Inc. where he was appointed to the President's Advisory Council and Fairness Opinion Committee. From 1999 to 2001, Dr. Sobti was a Managing Director at J.P. Morgan & Co. where he was recruited as head of Mergers and Acquisitions for Financial Institutions. Previously Dr. Sobti was with Lehman Brothers Inc. from 1989 to 1999 culminating in his serving as Managing Director and co-head of Mergers and Acquisitions for Financial Institutions. Earlier Dr. Sobti worked at Goldman, Sachs & Co. from 1986 through 1989. Dr. Sobti is co-Chair of the International Advisory Board of the University of Pennsylvania's Center for the Advanced Study of India. Dr. Sobti holds a B.A. from St. Stephen's College, University of Delhi, and an M.B.A. and Ph.D. in Finance from The Wharton School, University of Pennsylvania. Board Qualifications: •Over 30 years of experience in serving as a corporate finance and mergers specialist advising the financial services industry, expertise in valuation analyses and capital markets transactions, and in analyzing and evaluating various financial services businesses.
Age: •59
Director Since: •May 2014
Committee Membership: •Audit Committee Chair •Risk Committee Member
Professional Experience: •Finance and Capital Markets

BankUnited, Inc. 2021 Proxy Statement


LYNNE WINES
			Ms. Wines brings extensive banking experience to our Board. From July 2011 to May 2014, Ms. Wines served as President and Chief Executive Officer of First Southern Bank of Boca Raton, Fla. and was responsible for all aspects of market and operations before its acquisition by Centerstate Bank in 2014. From January 2008 to June 2010, she served as President and Chief Operating Officer of CNL Bank, a $1.6 billion independent statewide commercial bank. Ms. Wines served as President & Chief Executive Officer of Commercial Banking South Florida for Colonial Bank, N.A. from 2005 until 2007 following Colonial Bank’s acquisition of Union Bank of Florida. Ms. Wines served as President and Chief Executive Officer of Union Bank of Florida from May 1999 until the acquisition by Colonial Bank, N.A. in February 2005. From January 1986 to May 1999, Ms. Wines served as the Controller of Union Bank of Florida, its Senior Vice President and Chief Financial Officer and its Executive Vice President and Chief Operating Officer. Wines’ professional affiliations include a four-year term on the board of directors of the Florida Bankers Association, a member of Leadership Florida, International Women's Forum, Women's Corporate Directors, and past member of Broward Workshop. From August 2018 to March 2020, Ms. Wines served as Senior Director, Broward Business Council on Homelessness. Ms. Wines has been a guest lecturer at Florida Atlantic University, Lynn University, and Nova Southeastern University's MBA programs. Civic involvement includes Commissioner of the Housing Authority of the City of Fort Lauderdale, Chairperson of United Way of Broward County, Chair of 211-Broward, Board Member, Broward County Continuum Care, as well as leadership roles in several other non-profit organizations. Ms. Wines received a Bachelor of Science from Nova Southeastern University and a Master's in Public Administration, Public Service Leadership from New York University. Ms. Wines completed the Advanced Leadership Initiative Fellowship at Harvard University in December 2016. Board Qualifications: •Extensive banking experience and her deep understanding of financial statements, regulation and compliance.
Age: •66
Director Since: •August 2015
Committee Membership: •Nominating and Corporate Governance Committee Chair •Audit Committee Member
Professional Experience: •Banking

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE FOREGOING NINE NOMINEES TO THE BOARD OF DIRECTORS.

BankUnited, Inc. 2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Role of Board of Directors

The Company's business and affairs are managed under the direction of the Board of Directors, which is the Company's ultimate decision-making body, except with respect to those matters reserved to the Company's shareholders. The Board of Directors' mission is to maximize long-term shareholder value. The Board of Directors establishes the Company's overall corporate policies, evaluates the Company's Chief Executive Officer ("CEO") and the senior leadership team and acts as an advisor and counselor to senior management. The Board of Directors also oversees the Company's business strategy, planning and risk management framework, as well as the performance of management in executing the Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations.

Director Independence

Under the NYSE listing standards, in order to consider a director independent, the Board of Directors must affirmatively determine that he or she has no material relationship with the Company. The standards specify the criteria for determining whether directors are independent and contain guidelines for directors and their immediate family members with respect to employment or affiliation with the Company or its independent registered public accounting firm. The Board of Directors also has adopted independence standards to assist it in making independence determinations. The Company's Director Independence Standards contain the formal 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 website at https://ir.bankunited.com.

The Board of Directors determines annually whether a director is independent at the time the Board of Directors approves director nominations for inclusion in the Company's proxy statement and when a director joins the Board of Directors between annual meetings. Although the determination of whether a director is independent relies on the Board's subjective assessment of all of the relevant facts and circumstances, the Company's Director Independence Standards provide that a director will not qualify as independent if:

within the last three years, (i) the director has been an employee of the Company or an immediate family member of the director has been an executive officer of the Company; (ii) the director or an immediate family member of the director has received, during any twelve-month period, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service) and compensation received by a family member for service as a non-executive employee of the Company; (iii) the director or an immediate family member of the director was a partner or employee of the Company's independent registered public accounting firm and personally worked on the Company's audit within that time; or (iv) the director or an immediate family member of the director has been employed as an executive officer of a company in which a present executive officer of the Company at the same time served on the compensation committee of that company's board of directors;

the director is a current partner or employee of the Company's independent registered public accounting firm or an immediate family member of the director is a current partner of such firm or a current employee of such firm who personally works on the Company's audit; or

the director or an immediate family member of the director is a current executive officer of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such company's consolidated gross revenue.

BankUnited, Inc. 2021 Proxy Statement

The Board undertook its annual review of director independence in April 2021. As a result of this review, the Board affirmatively determined that all of the directors and nominees are independent of the Company and its management under the corporate governance standards of the NYSE, with the exception of Rajinder P. Singh. Mr. Singh is our Chairman, President and Chief Executive Officer. In making the determination that Dr. Sobti is independent of the Company and its management, the Board of Directors considered that Dr. Sobti is a senior advisor to Credit Suisse, which is a full-service financial institution that, with its affiliates, had directly and indirectly engaged, and may in the future engage, in financial advisory, investment banking and commercial banking services for us and our affiliates, for which it received, or may receive, customary compensation, fees and expense reimbursement. The Board considered that Dr. Sobti is not an employee of Credit Suisse and also has had an independent consulting business since 2007. In making the determination that Mr. Rubenstein is independent of the Company and its management, the Board of Directors considered that Mr. Rubenstein is a retired partner of the law firm Skadden, Arps, Slate, Meagher and Flom, LLP, which was former counsel of the Company, and may in the future engage in legal services for us and our affiliates, for which it received, or may receive, customary compensation, fees and expense reimbursement.


Board and Board Committee Performance Evaluations

Each year, the Nominating and Corporate Governance Committee leads the Board through self-evaluation. Through this evaluation process, the directors assess performance, identify areas for improvement and provide feedback.

Board Annual Self-Evaluation:

•Each director completes an open-ended questionnaire with key topics such as board composition and culture; information and resources; effectiveness and oversight;

•Responses are reviewed by the Chair of the Nominating and Corporate Governance Committee;

•The Chair of the Nominating and Corporate Governance Committee leads a discussion of the results with the full Board at the next Board meeting;

•As a result of director feedback, management has updated content and formats of some materials provided to the Board.

Committee Annual Self-Evaluations:

•Each director completes an open-ended questionnaire for each committee on which he or she serves with key topics such as Committee Charter, structure, composition and effectiveness;

•Responses are reviewed by each Committee Chair;

•Committee Chair leads a discussion of the results with the full Board at the next Board meeting.

Director Education

Our Board believes that director education is essential to the ability of our directors to provide oversight and fulfill their roles. The Nominating and Corporate Governance Committee provides directors with information regarding external director development and training programs and encourages director participation in such programs. Continuing director education is provided during Board meetings and our directors also attend conferences and round tables hosted by our primary banking regulators.

BankUnited, Inc. 2021 Proxy Statement

Board of Directors Meetings and Attendance

In 2020, the Board of Directors held 17 meetings, five information sessions and acted by written consent two times. Each director attended 75% or more of the meetings of the Board of Directors and Board committees on which they served during 2020. Directors are expected to attend all meetings of shareholders. All directors attended the 2020 annual meeting.

Number of Board and Board Committee Meetings in 2020

Committees of the Board of Directors

The Board has established four committees to facilitate its oversight responsibilities; an Audit Committee, a Risk Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. A description of each Board committee is set forth below.

Each committee operates under a written charter. Copies of the charters of the Audit Committee, Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our website at https://ir.bankunited.com and may also be obtained upon request without charge by writing to the Corporate Secretary, BankUnited, Inc., 14817 Oak Lane, Miami Lakes, FL 33016.


Audit Committee			14 meetings held in 2020

The Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee meets at least four times annually and privately meets in executive session at such times as the Committee may determine, and meets with management, the chief internal auditor, the independent auditors, and the regulatory examiners as appropriate.

BankUnited, Inc. 2021 Proxy Statement


Committee Members:			Key Responsibilities:
Sanjiv Sobti, Ph.D. (Chair) John N. DiGiacomo Lynne Wines			•Oversees the integrity of the Company's financial statements and the financial reporting process, including the system of disclosure controls. •Oversees the appointment, qualifications, performance, compensation and independence of the Independent Registered Public Accounting Firm. •Oversees the performance of the Company's internal audit function. •Oversees the Company's compliance with applicable legal and regulatory requirements related to financial matters. •Reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team. •Reviews our financial risk and control procedures, compliance programs and significant tax matters.
			Independence/Qualifications/Requirements:
			•Our Board of Directors has determined that each member of the Audit Committee is independent and financially literate in accordance with NYSE listing standards and qualify as "audit committee financial experts" as defined by the SEC. •All of the Audit Committee members meet the independence and experience requirements of the NYSE and the Securities and Exchange Commission (the "SEC").


Risk Committee			6 meetings held in 2020

The Risk Committee meets at least four times annually and privately meets in executive session at such times as the Committee may determine with our Chief Risk Officer.


Committee Members:			Key Responsibilities:
Douglas J. Pauls (Chair) William S. Rubenstein Sanjiv Sobti, Ph.D.			•Approves the Enterprise Risk Framework and the Company's Risk Appetite Statement. •Oversees risk assessment, monitoring, and management of aggregate credit, interest rate, liquidity, price, operational, compliance/legal, BSA/AML, strategic, and reputation risk, including the adequacy of capital to absorb such risks.
			Independence/Qualifications/Requirements:
			•All of the Risk Committee members meet the independence requirements of the NYSE and the SEC. •All Risk Committee members also meet the risk expertise requirements for directors of a risk committee by the Board of Governors of the Federal Reserve System.

BankUnited, Inc. 2021 Proxy Statement


Compensation Committee			7 meetings held in 2020

The Compensation Committee meets at least four times annually.


Committee Members:			Key Responsibilities:
Michael J. Dowling (Chair) Tere Blanca A. Gail Prudenti			•Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans, including the BankUnited, Inc. equity incentive plans. •Determines and approves compensation and corporate goals and objectives relevant to the incentive awards of our CEO and other named executive officers; further evaluates the performance of these officers. •Evaluates and discusses with executive management our incentive-based compensation plans. •Makes recommendations to the Board for approval of the non-employee director compensation program.
			Independence/Qualifications/Requirements:
			•All of the Compensation Committee members meet the independence standards of the NYSE, including the NYSE's independence requirements specific to the members of compensation committees.


Nominating and Corporate Governance Committee			5 meetings held in 2020

The Nominating and Corporate Governance Committee meets at least four times annually.


Committee Members:			Key Responsibilities:
Lynne Wines (Chair) Douglas J. Pauls A. Gail Prudenti			•Makes recommendations to the Board regarding candidates for directorships and the size and composition of our Board of Directors and committees. •Oversees and reviews the annual Board and board committee self-assessments. •Reviews appropriate retirement age and tenure limitations as well as memberships on other boards and board education and training. •Oversees CEO succession planning and working with the CEO, further reviews the Company's management succession plans. •Oversees our corporate governance guidelines and reports and makes recommendation to our Board on responsibilities related to corporate governance matters, including Environmental, Social and Governance (ESG) matters.
			Independence/Qualifications/Requirements:
			•All of the Nominating and Corporate Governance Committee members meet the independence standards of the NYSE.


Compensation Committee Interlocks and Insider Participation

In 2020, our Compensation Committee consisted of Mr. Dowling (Chairman), Ms. Blanca and Judge Prudenti. None of them had at any time in the last fiscal year been one of our officers or employees, and none has had any relationships with our company of the type that is required to be disclosed under Item 404 of Regulation S-K.

BankUnited, Inc. 2021 Proxy Statement

None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.


Risk Governance Documents

The Company's Risk Appetite Statement, which is reviewed and approved by the Risk Committee, sets forth the guidelines for the aggregate levels of acceptable risks and forms the basis of the Company's enterprise risk management framework. It further defines the boundaries for the type and amount of risk that may be undertaken by the Company in pursuing business objectives and initiatives.

The Company's Risk Framework establishes enterprise-wide governance and risk management requirements for monitoring nine categories of risk: strategic risk, credit risk, interest rate risk, liquidity risk, operational risk, compliance risk, BSA/AML risk, reputation risk and price risk.

Risk Management and Oversight

Our Board of Directors oversees our risk management framework, including the company-wide approach to risk management, carried out by our management. 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 management to manage those risks. While our full Board of Directors maintains the ultimate oversight responsibility for risk management, its committees oversee risk in certain specified areas.

In particular, the Risk Committee plays a key role in the Board of Directors' exercise of its risk oversight function. The Risk Committee assists the Board in overseeing the Company's enterprise-wide risk management framework, including the risk appetite statement, risk tolerances and limits, and risk management infrastructure. The Risk Committee oversees the risk assessment process to assist the Board and management in identifying emerging risks that could potentially impact the Company's strategic objectives and business plan.

The Risk Committee also has responsibility for monitoring risks related to information security and cybersecurity and overseeing management's approach to effectively addressing these risks. On a routine basis, the Risk Committee reviews the Company's Information Security Program and regular reporting related to emerging risks and risk metrics in this area. The Risk Committee receives reports from either the Chief Information Security Officer or the Chief Risk Officer and reviews the Information Security Program Annual Report to the Board as well as results of audits of controls and procedures related to information security.

The Risk Committee also reviews regular reporting related to credit, interest rate, liquidity, operational and compliance risk.

The Audit Committee also has a significant role in the Board of Directors' exercise of its risk oversight responsibilities. The Audit Committee is primarily responsible for overseeing matters involving the Company's financial reporting risks and the guidelines, policies and processes for managing such risks, including internal controls over financial reporting. The Audit Committee conducts its risk oversight in a variety of ways, including reviewing management's assessment of the Company's internal control over financial reporting, and reviewing and approving the Company's significant accounting policies. Additionally, the Company's independent registered public accounting firm regularly discusses risks and related mitigation measures that may come to their attention during its regular reviews and audits of the Company's financial statements with the Audit Committee. To ensure candid and complete reporting, the Audit Committee regularly meets in separate executive sessions with management, the head of the Company's internal audit department and the Company's independent registered public accounting firm.

BankUnited, Inc. 2021 Proxy Statement

The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and practices, as well as the incentives created by the compensation awards it administers. The Compensation Committee reviews our incentive plans to ensure that they appropriately balance risk and reward and do not encourage inappropriate risks, which could impact our financial position and reputation.

The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board.

Pursuant to our Board's 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 requested by our Board and its committees.

Environmental, Social and Governance Practices (ESG)

While our Nominating and Corporate Governance Committee has primary responsibility for oversight of ESG matters, our Risk Committee also has oversight for certain ESG related risks. In addition to its oversight of information security and cybersecurity, the Risk Committee is responsible for the oversight of the identification and mitigation of climate related risks related to our credit underwriting standards. The Company's Enterprise Risk Management function is enhancing its coverage and oversight of climate related risks and how it might impact our loan portfolios and borrowers.

Shareholder Engagement

We engage with our shareholders throughout the year, not just during proxy season. We regularly have discussions with shareholders, potential shareholders and investment analysts. Our management team further participates in investor conferences and other industry conferences.

The Board recognizes the value of developing and maintaining strong relationships with our investors and understanding their perspectives. In the fall of 2020, we reached out to shareholders representing approximately 55% of our outstanding shares. One of our objectives for these calls was to solicit shareholder perspectives on ESG matters. Shareholders representing approximately 28% of our shares responded and in calls led by Mr. Pauls, our Lead Independent Director, we discussed their views on ESG, human capital management, corporate governance and executive compensation. The Board reviews shareholder feedback, which helps shape our policies and practices.

BankUnited, Inc. 2021 Proxy Statement

Board Leadership Structure

The Board of Directors is responsible for overseeing the exercise of corporate power and seeing that our business and affairs are managed to meet our stated goals and objectives and that the long-term interests of our shareholders are served. The Board of Directors regularly reviews and assesses the effectiveness of the Company's leadership structure in the context of the Company's specific circumstances, culture, strategic objectives and challenges.

The Board of Directors does not have a fixed policy regarding the separation of the offices of Chairman and CEO because it believes that it should maintain flexibility to select the Chairman and determine the Board leadership structure, from time to time, based on criteria that it deems to be in the best interests of the Company and its shareholders.

Our current board leadership structure provides for a combined role of the Chairman of the Board and Chief Executive Officer ("CEO"), along with a Lead Independent Director and the independence of all other directors. The independent directors believe that Mr. Singh's knowledge and background with the Company, his deep industry experience and his demonstrated leadership capability benefits our shareholders and employees and that a combined role of Chairman and CEO will best allow us to execute our strategic initiatives and business plan at this time.


Lead Independent Director

The Board of Directors has appointed Mr. Pauls to serve as our Lead Independent Director. Mr. Pauls brings extensive banking and risk management experience to our Board and is an independent voice on important issues facing the Company and ensures that those issues are fully considered by the Board of Directors.

Primary Responsibilities: In his role as Lead Independent Director, Mr. Pauls' duties include, but are not limited to:

•Presiding over regularly scheduled executive sessions with the non-management directors;

•Serving as a liaison between the Board and senior management;

•Assisting the Board of Directors, our Nominating and Corporate Governance Committee and executive management to ensure compliance with the Company's Corporate Governance Guidelines;

•Assisting the Nominating and Corporate Governance Committee and the CEO, in the identification and evaluation of director candidates';

•Participating with management in shareholder engagement meetings and sharing feedback with the full Board (see "Shareholder Engagement" on page 17 for information on our shareholder engagement program);

•Communicating, as appropriate, with our primary bank regulators.

Our Corporate Governance Guidelines provide for additional independent oversight of our operations, risks, business strategy and compensation practices. Consistent with our Corporate Governance Guidelines, the Board of Directors currently consists of independent directors, except for Mr. Singh. Each of the Audit Committee, Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed solely of independent directors. Independent directors, therefore, oversee essential, risk-sensitive matters such as the quality and integrity of our financial statements; the compensation of our named executive officers, including the CEO; the nomination of directors; and the evaluation of the Board, its committees, and its members.

BankUnited, Inc. 2021 Proxy Statement

Our Corporate Governance Guidelines also require that the non-management directors meet regularly in executive session without the presence of management, which provides an opportunity for the independent directors to freely express their views on important issues.

Through the Company's overall governance structure described above, the Board of Directors believes it has effectively balanced the need for strategic leadership by the Company's Chairman and CEO with the oversight and objectivity of the independent directors and has created an effective and appropriate leadership structure that is conducive to the risk oversight process. The Board of Directors recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interests of the Company. Accordingly, the Board of Directors has the discretion to modify the Company's leadership structure if it believes doing so would be in the best interests of the Company.

Executive Sessions

The rules of the NYSE require the non-management directors of the Company to regularly meet in executive session without management. In 2020, non-management directors of the Company met in executive session four times. The Company's Corporate Governance Guidelines state that a non-management independent director shall be chosen to preside at each executive session. Mr. Pauls currently serves as the Presiding Director. For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, including the Presiding Director, see "Communications with the Board of Directors" below.


CEO and Senior Management Succession Planning

Our Nominating and Corporate Governance Committee has responsibility for succession planning with respect to the Company's CEO, as well as oversight of succession planning for other executive management positions. The Nominating and Corporate Governance Committee annually reviews succession plans for the CEO, and considers emergency, interim scenarios as well as long-term scenarios. The Nominating and Corporate Governance Committee further works with our CEO to review succession planning for other executive management positions, including his evaluations of executive officers and development plans for executives. The Chair of the Nominating and Corporate Governance Committee leads a discussion with the full Board following the annual succession planning session.

BankUnited, Inc. 2021 Proxy Statement


Communications with the Board of Directors

Any interested parties desiring to communicate with the Board of Directors or any of the independent directors regarding the Company may directly contact such directors by delivering such correspondence to such directors (or the entire Board) in care of the Company's Corporate Secretary at BankUnited, Inc., 14817 Oak Lane, Miami Lakes, FL 33016.

The Audit Committee of the Board of Directors has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with the Audit Committee may do so by writing in care of the Chairman, Audit Committee, BankUnited, Inc., 14817 Oak Lane, Miami Lakes, FL 33016.

Corporate Governance Guidelines, Code of Conduct and Code of Ethics

Our Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which our Board, assisted by Board committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management succession and review, Board committees and selection of new directors.

We also have a Code of Conduct, which is applicable to all directors, officers, employees, agents (including consultants and contractors) and temporary personnel of the Company. We have a separate Code of Ethics for Principal Executive and Senior Financial Officers, which contains provisions specifically applicable to our principal executive officer, principal financial officer, principal accounting officer and controller (or persons performing similar functions).

The 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 https://ir.bankunited.com. We expect that any amendments to these codes, or any waivers of their requirements, will be disclosed on our website.

Director Compensation

We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill level we require of members of our Board. Directors who are also our employees do not receive any compensation from us for any period of service on our Board or Board committees that is concurrent with service as an employee.

Directors do not receive fees for attending Board or committee meetings. Non-employee directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.


2020 Director Compensation

Our Compensation Committee periodically reviews and recommends updates to the director compensation program for our Board approval. No changes were made to the form or amount of director compensation for 2020.

Cash-Based Compensation

For service in 2020, each non-employee director was eligible to receive an annual cash retainer of $70,000 for his or her service on our Board. The Chairs of the Audit Committee and the Risk Committee each receive an annual retainer of $35,000 and the members of the Audit and the Risk committees receive an annual

BankUnited, Inc. 2021 Proxy Statement

retainer of $25,000. The chairs of the Compensation Committee and the Nominating and Corporate Governance Committee each receive an annual retainer of $25,000. Cash retainers are paid in installments.

The following table shows compensation paid, earned or awarded to each of the non-management directors of our Board for 2020.


	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Tere Blanca	70,000	70,006	140,006
John N. DiGiacomo	95,000	70,006	165,006
Michael J. Dowling	95,000	70,006	165,006
Douglas J. Pauls	130,000	105,009	235,009
A. Gail Prudenti	70,000	70,006	140,006
William S. Rubenstein	95,000	70,006	165,006
Sanjiv Sobti, Ph.D.	155,000	70,006	225,006
Lynne Wines	120,000	70,006	190,006

(1) The amounts in this column represent the value of restricted common stock awards granted to Mss. Blanca and Wines, Judge Prudenti, Dr. Sobti and Messrs. Dowling, DiGiacomo, Pauls and Rubenstein, as described under "—Stock-Based Compensation" and determined in accordance with FASB ASC Topic 718. The grant date fair value is based on the closing price of our stock on the NYSE on the grant date. The closing stock price on May 15, 2020, the date of grant, was $13.99 per share. For additional information on the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Stock-Based Compensation

On May 15, 2020, our Board approved a grant of 5,004 shares of restricted common stock (grant date fair value: $70,006) to each non-management director elected at the 2020 annual meeting to serve a term ending at the 2021 annual meeting. Mr. Pauls received an additional grant of 2,502 shares of restricted common stock (grant date fair value: $35,003) for his service as Lead Independent Director. Each director's restricted common stock grant vests in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of shareholders, subject to the director's continued service as a director through the vesting date, except for accelerated vesting in the event of a director's death or disability and in certain circumstances relating to a change in control of the Company.

As of December 31, 2020, our non-management directors held the number of unvested shares of restricted stock shown in the table below.


Name						Unvested Restricted Shares (#)
Tere Blanca						5,337
John N. DiGiacomo						5,004
Michael J. Dowling						5,337
Douglas J. Pauls						7,839
A. Gail Prudenti						5,337
William S. Rubenstein						5,337
Dr. Sanjiv Sobti						5,337
Lynne Wines						5,337

BankUnited, Inc. 2021 Proxy Statement


Stock retention requirements and non-hedging policy for our non-management directors

•Under our stock retention requirements, directors are required to own shares of the Company's stock with a market value of five times the current annual retainer of $70,000. Under the requirements of the program, the director will not sell equity other than to cover taxes related to the vesting of an equity awards if, after giving effect to such sale, his or her respective retained equity (including vested and unvested equity) has a value that is less than the required multiple for the annual cash retainer. All non-management directors subject to the policy are in compliance with these requirements.

•The Company's Insider Trading Policy prohibits directors and executive officers of the Company from engaging in hedging transactions such as (but not limited to) zero-cost collars, equity swaps, and forward sale contracts in the Company's securities, as well as pledging of the Company's securities as collateral for a loan or from holding securities in a margin account. See page 48 for additional information about our prohibitions on Anti-Hedging and Anti-Pledging of Company Securities.

Director Nominating Process and Diversity

The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual meetings of shareholders. The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for Board membership. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including shareholders, as it deems appropriate.

The Nominating and Corporate Governance Committee and the Board of Directors believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences and other differentiating characteristics, is an important element of nomination for Board membership. At present, our Board of Directors is 33% diverse by gender (female) and 44% diverse by ethnicity/nationality. The Nominating and Corporate Governance Committee has not identified any specific minimum qualifications that must be met for a person to be considered as a candidate for director. However, Board candidates are selected based on various criteria including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. Although the Board of Directors does not have a formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. Board 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 shareholders.

Candidates Nominated by Shareholders

The Nominating and Corporate Governance Committee will also consider nominees recommended by shareholders. Our Corporate Governance Guidelines provide that nominees recommended by shareholders should be given appropriate consideration in the same manner as other nominees. Pursuant to the Company's Amended and Restated By-Laws, shareholders who wish to nominate a candidate for consideration by the Nominating and Corporate Governance Committee for election at the 2022 annual meeting may do so by delivering written notice, no earlier than January 15, 2022 and no later than February 14, 2022, of such nominees' names to BankUnited, Inc., 14817 Oak Lane Miami Lakes, FL 33016, Attention: Corporate Secretary. Any shareholder of record or beneficial owner of common stock on whose behalf a nomination is being proposed must (i) be a shareholder of record or beneficial owner on the date of the giving of such notice, on the record date for the determination of

BankUnited, Inc. 2021 Proxy Statement

shareholders entitled to notice of and to vote at the 2022 annual meeting of shareholders and at the time of the 2022 annual meeting of shareholders and (ii) comply with the applicable notice procedures set forth in the Company's Amended and Restated By-Laws.

The Company's Amended and Restated By-Laws require that certain information must be included in the notice provided to the Company's Corporate Secretary regarding the nomination and the shareholder giving the notice, the beneficial owner on whose behalf the notice is made, if any, and any affiliate or associate of the shareholder or the beneficial owner (collectively, the "Nominating Person"). The 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 indirectly, beneficially or of record by the Nominating Person, (iii) whether and the extent to which any derivative or other instrument, transaction, agreement or arrangement has been entered into by or on behalf of the Nominating Person with respect to the common stock and certain additional information relating to any such instrument, transaction, agreement or arrangement as described in the Company's Amended and Restated By-Laws, (iv) any other information relating to the Nominating Person that would be required to be disclosed in a proxy statement or other filings made with the SEC in connection with the solicitation of proxies with respect to such business and (v) a description of all arrangements or understandings (including any anticipated benefits to the Nominating Person as a result of the nomination) between or among the Nominating Person and the candidate and any other person in connection with the proposed nomination. The notice must also include a representation that the shareholder giving the notice intends to appear in person or by proxy at the 2022 annual meeting to nominate the person named in the notice.

The Company's Amended and Restated By-Laws also require that the notice provide certain information regarding the candidate whom the Nominating Person proposes to nominate as a director, including (i) certain biographical information, such as name, age, business and residential address and principal occupation, (ii) the information that would be required to be provided if the candidate were a Nominating Person, (iii) a resume or other written statement of the qualifications of the candidate and (iv) all other information regarding the candidate, including the written consent of the candidate indicating that the candidate is willing to be named in the proxy statement as a nominee and serve as a director if elected, that would be 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.

For a complete description of the procedures and disclosure requirements to be complied with by shareholders in connection with submitting director nominations, shareholders should refer to the Company's Amended and Restated By-Laws.

No candidates for director nominations were submitted by any shareholder in connection with the 2021 Annual Meeting.

Outside Advisors

Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management's consent to retain outside advisors.

BankUnited, Inc. 2021 Proxy Statement

CERTAIN RELATED PARTY RELATIONSHIPS

Review and Approval of Transactions with Related Persons

Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve's Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions.

Our 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 concerning related party transactions. 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 direct or indirect material interest. Related parties of our Company include directors (including nominees for election as directors), executive officers, greater than 5% shareholders of our Company and the immediate family members of these persons. Our general counsel, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to our Related Party Transactions Policy. If so, the transaction will be referred for approval or ratification to the Nominating and Corporate Governance Committee. In determining whether to approve a related party transaction, the Nominating and Corporate Governance Committee will consider, among other factors, the fairness of the proposed transaction; the direct or indirect nature of the director's, executive officer's or related party's interest in the transaction; the appearance of an improper conflict of interest for any director or executive officer of the 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 independence; the acceptability of the transaction to the Company's regulators; and the potential violations of other Company policies. Additionally, all related party transactions are reviewed by the Audit Committee. Our Related Party Transactions Policy is available on our website at https://ir.bankunited.com, as Annex B to our Corporate Governance Guidelines.

The Company had no Related Party Transactions to report for 2020.

BankUnited, Inc. 2021 Proxy Statement

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal

The Audit Committee has appointed Deloitte & Touche LLP to serve as BankUnited, Inc.'s independent registered public accounting firm for its fiscal year ending December 31, 2021. The Audit Committee and the Board of Directors seek to have the shareholders ratify the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Although BankUnited, Inc. is not required to seek shareholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. If the appointment of Deloitte & Touche LLP is not ratified by the shareholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of Deloitte & Touche LLP.

Representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

Change of Independent Registered Accounting Firm

On March 3, 2021, we, following a competitive proposal process at the direction of our Audit Committee, dismissed KPMG LLP as our independent registered public accounting firm, effective immediately. The decision to change independent registered public accounting firms was approved by the Audit Committee.

KPMG’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report as of and for the years ended December 31, 2020 and 2019 contained a paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of Accounting Standards Codification Topic 326 Financial Instruments - Credit Losses”.

During the two fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through March 3, 2021, there were no (i) disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in connection with its reports; or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

We provided KPMG LLP with a copy of the foregoing disclosures and requested KPMG LLP to furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by us set forth above and, if not, stating the respects in which it does not agree. KPMG's letter, dated March 5, 2021, was filed as Exhibit 16.1 to our Current Report on Form 8-K, filed with the SEC on March 5, 2021. Representatives from KPMG LLP are not expected to be present at the Annual Meeting.

On March 3, 2021, the Audit Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2021 effective immediately. During our two most recent fiscal years ended December 31, 2020 and 2019, and the

BankUnited, Inc. 2021 Proxy Statement

subsequent interim period through March 3, 2021, neither we nor anyone acting on our behalf consulted with Deloitte & Touche LLP regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2021.

BankUnited, Inc. 2021 Proxy Statement

Report of the Audit Committee

The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. The Audit Committee consists of three directors who have been determined by the Board of Directors to be independent of the Company as prescribed by the NYSE and the SEC. Our Board has further determined that all Committee members are financially literate in accordance with NYSE listing standards and further qualify as "audit committee financial experts" as defined by the SEC. The Company's management has the primary responsibility for the financial statements and for the financial reporting process, including the establishment and maintenance of the system of internal control over financial reporting. KPMG LLP, the Company's independent registered public accounting firm for the fiscal years ended December 31, 2020 and 2019, was responsible for auditing the financial statements prepared by management, expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and auditing the Company's internal control over financial reporting and expressing an opinion on the effectiveness thereof. In this context, the Audit Committee has reviewed the audited financial statements and met and held discussions with management and KPMG LLP regarding the fair and complete presentation of those financial statements and the assessment of the Company's internal control over financial reporting.

The Audit Committee has discussed with KPMG LLP matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board (the "PCAOB") and has reviewed and discussed KPMG LLP's independence from the Company and its management. As part of that review, the Audit Committee has received the required written disclosures and correspondence required by applicable requirements of the PCAOB regarding KPMG LLP's communications with the Audit Committee concerning independence. The Audit Committee has concluded that KPMG LLP is independent from the Company and its management.

The Audit Committee meets with the Chief Financial Officer in regular sessions and has met with representatives of KPMG LLP, in regular and executive sessions, to discuss the results of their examinations, the evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC.

The Audit Committee

Sanjiv Sobti, Ph.D. (Chairman)

John N. DiGiacomo

Lynne Wines

Auditor Fees and Services

The following table presents fees for professional services provided by KPMG LLP in each of the last two fiscal years in each of the following categories, including related expenses:


	2020		2019
Audit Fees	$	2,062,000	$	2,190,000
Audit-Related Fees	282,000		77,500
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	2,344,000	$	2,267,500

BankUnited, Inc. 2021 Proxy Statement

Audit Fees: Includes the aggregate fees billed by KPMG LLP for professional services and expenses rendered for the audit of the Company's consolidated financial statements, reviews of consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q and the audit of the Company's internal control over financial reporting.

Audit-Related Fees: Includes the aggregate fees billed by KPMG LLP for assurance and related services that are reasonably related to the performance of the audit of the Company's consolidated financial statements and are not reported under "Audit Fees." These services primarily relate to attestation services performed to report on the Company's compliance with certain requirements applicable to the U.S. Department of Housing and Urban Development in both years and fees billed for professional services performed in connection with a comfort letter related to the Company's issuance of subordinated notes in 2020.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related tax services and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged. The Audit Committee pre-approved all of the audit and audit-related services provided to the Company by KPMG LLP in fiscal year 2020.

BankUnited, Inc. 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we describe the objectives and elements of our compensation philosophy, policies and practices with respect to the compensation of the executive officers who appear in the "Summary Compensation Table for 2020." Our named executive officers (“NEOs”) for the fiscal year ended December 31, 2020 were the individuals set forth in the table below:


Named Executive Officer	Age	Title
Rajinder P. Singh	50	Chairman, President and Chief Executive Officer
Leslie N. Lunak	63	Chief Financial Officer
Thomas M. Cornish	62	Chief Operating Officer
Rishi Bansal	47	Chief Investment Officer of BankUnited, N.A.
Jay D. Richards	50	Chief Risk Officer of BankUnited, N.A.

Rajinder P. Singh. For biographical information regarding Mr. Singh, see page 4.


LESLIE N. LUNAK
			Ms. Lunak has been our Chief Financial Officer since March 2013. Ms. Lunak served as the Bank's Executive Vice President and Chief Accounting Officer from June 2012 through March 2013 and as Senior Vice President, Finance from October 2010 through June 2012. From August 2004 through October 2010, Ms. Lunak was an Audit Director at the public accounting firm McGladrey & Pullen, LLP. Her responsibilities included overseeing audit engagements and the performance of financial and accounting consulting services for clients primarily engaged in the financial services industry, serving as a designated national financial services industry specialist and serving as a subject matter expert in a variety of technical accounting areas, including derivatives, equity instruments, fair value accounting and acquisition accounting. She was also responsible for the development and presentation of a wide variety of continuing education courses for both internal and external audiences. From 2001 through August 2004, Ms. Lunak was a senior audit manager with the certified public accounting firm Adair, Fuller, Witcher and Malcom, with oversight responsibility for all of the firm's audit engagements. From June 1985 through 2001, Ms. Lunak was an independent consultant, providing finance and accounting related services to clients consisting primarily of community banks and thrifts and the U.S. Drug Enforcement Administration. From 1979 through June 1985, Ms. Lunak was with the public accounting firm Deloitte, where she was an audit manager serving primarily clients in the banking industry and was designated a national banking industry specialist. She was named one of South Florida Business Journal's Influential Business Women of 2019 and is a member of the Board of Directors of the Urban League of Broward County. Ms. Lunak is a Florida CPA and received a B.S. in Accounting from Oklahoma State University.
Age: •63
Position: •Chief Financial Officer
Position Since: •March 2013

BankUnited, Inc. 2021 Proxy Statement


THOMAS M. CORNISH
			Mr. Cornish has been our Chief Operating Officer since January 2017. Mr. Cornish was the Bank's President, Florida Region from March 2014 through December 2016. From 2003 to March 2014, Mr. Cornish served as President and Chief Executive Officer of Marsh & McLennan Agency, Florida Region. Prior to that, he held several senior leadership positions with SunTrust Bank from 1983 through 2003. While with Marsh & McLennan Agency, Mr. Cornish was recognized with honors as "Miami's CEO of the Year" by the South Florida Business Journal and the "Ultimate CEO" by Business Leader Magazine. Mr. Cornish was also elected to the Florida International University ("FIU") School of Business Hall of Fame in 2013. In 2017, Mr. Cornish received the Torch Award from the FIU Alumni Association, the organization's highest award that recognizes alumni and faculty making positive impacts on their profession, the community and the university. Mr. Cornish previously served as Chairman of the Board of the FIU Foundation. He is also the past Chairman of the FIU Wolfsonian Museum and past Chairman of the Board of the Miami Children’s Hospital Foundation. Mr. Cornish is a past Chairman of the Beacon Council and Assurex Global Corporation. He is a past board member of the Camillus House, The Chapman Partnership and past member of the Orange Bowl committee. Mr. Cornish earned his B.A. degree from Florida International University.
Age: •62
Position: •Chief Operating Officer
Position Since: •January 2017


RISHI BANSAL
			Mr. Bansal has been the Bank's Chief Investment Officer since February 2017 and most recently served as Executive Vice President, Mortgage Portfolio. Mr. Bansal joined the Bank in July 2009, and was part of the advisory group that worked on the Bank's acquisition. In his role as Chief Investment Officer, Mr. Bansal is responsible for the bank’s investment securities portfolio. He manages the Bank's residential loan portfolio, residential mortgage warehouse business and Pinnacle Public Finance business. Prior to joining BankUnited, Mr. Bansal was a Managing Director in fixed income with Merrill Lynch from 2007 through 2009 and a fixed income trader at Lehman Brothers from 1998 through 2007. Mr. Bansal received a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad and earned his Bachelor of Technology (Chemical Engineering) from Indian Institute of Technology, Delhi.
Age: •47
Position: •Chief Investment Officer of BankUnited, N.A.
Position Since: •February 2017

BankUnited, Inc. 2021 Proxy Statement


JAY D. RICHARDS
			Mr. Richards has been the Bank's Chief Risk Officer since September 2019 when the Bank consolidated the Credit and Risk organizations into one Enterprise Risk Management group. Mr. Richards served as our Chief Credit Officer from January 2018 through September 2019. Prior to that, he held several senior leadership positions with TD Bank (and its predecessor banks) from 2008 until 2018, Compass Bank from 2006 until 2008, Regions Bank (and its predecessor banks) from 1999 until 2006, and Bank One (now part of JPMorgan Chase) from 1993 through 1999. Mr. Richards has a breadth of experience across Capital Markets, Commercial C&I, Commercial CRE, Consumer Lending, Specialty Banking, Government and Not-for-Profit Banking industries, as well as, extensive Workout and Recovery experience. In addition, Mr. Richards has significant experience in bank mergers and acquisitions, from the due diligence phase through integration. He has also been an essential part of several core infrastructure and strategic realignment projects. Mr. Richards has a B.S. in Finance from Indiana State University.
Age: •50
Position: •Chief Risk Officer of BankUnited, N.A.
Position Since: •September 2019

BankUnited, Inc. 2021 Proxy Statement

EXECUTIVE SUMMARY

2020 Performance and Highlights

In March 2020, the World Health Organization declared COVID-19 a global pandemic. Governmental responses were swift and broad-based including both measures to contain the pandemic and to support individuals, households and businesses negatively impacted. The pandemic and measures taken to contain it have had and are continuing to have far-reaching impacts on global, national and local economies and by extension on consumers and businesses. BankUnited's operations and financial performance for 2020 and those of many of our customers, as well as our employees and shareholders, were impacted in myriad ways. We were challenged with delivering essential banking services to our customers while enabling our employees to continue to work in a healthy and safe manner.

From its onset, our Board and executive management team were actively engaged in responding to the pandemic. We prioritized risk management and implemented a number of measures summarized below to support our customers, employees, and communities and to ensure that we continued to build value for our shareholders.

Focus on Risk Management

◦Maintained a regular cadence, initially weekly, of update calls with our Board

◦Activated our business continuity plan, under the leadership of executive management

◦Enhanced liquidity monitoring and management protocols

◦Implemented a program of continuous proactive outreach to borrowers to assess pandemic impact

◦Identified vulnerable segments of the loan portfolio for heightened monitoring

◦Enhanced our workout and recovery staffing and processes and our stress testing regimen

◦Developed a new dashboard to better communicate with executives, regulators and our Board

◦Enhanced our disclosures and communications with investors and analysts

◦Monitored and ensured operational resilience in a remote work environment

Supporting our Customers

•Maintained access to banking centers with drive-through services and appointments

•Supported short-term funding for small and medium-sized businesses through the CARES Act Payroll Protection Program ("PPP")

◦Originated over 3,500 loans totaling $876 million

◦PPP loans helped our customers save over 100,000 jobs

•Granted extensions, deferrals and forbearance to clients in need

•Waived select fees

•Temporarily halted residential foreclosures

•Continued to invest in and implement key technology enhancements

Supporting our Employees

•Seamlessly moved to a work from home environment at the onset of the pandemic

•Enhanced cleaning and personal protective measures for employees working at our corporate and branch locations

BankUnited, Inc. 2021 Proxy Statement

•Provided Personal Protective Equipment ("PPE") to all employees and implemented guidelines including daily health screenings and temperature checks for employees entering our facilities

•No COVID-19 related workforce reductions

•Expanded employee medical and PTO benefits

•Provided access to employee assistance programs - nutrition, mental and physical wellness, financial awareness

•Implemented a wide variety of new employee engagement initiatives

•Launched our iCARE™ initiative to promote diversity in our workplace and communities

Supporting our Communities

•Disbursed over 150 grants to nonprofit organizations across our footprint

•Helped to meet the needs of our community partners through over 1,500 employee "virtual" volunteer hours

•Made a $100,000 donation to community food banks

Building Value for our Shareholders

•Continued successful execution of our deposit mix optimization strategy

◦Non-interest bearing deposits grew to $7.0 billion at December 31, 2020 from $4.3 billion at December 31, 2019, an increase of 63% for the year.

◦Non-interest bearing demand deposits represented 25% of total deposits at December 31, 2020 compared to 18% at December 31, 2019.

•Reduced deposit costs across all lines of business, a key strategic initiative for 2020

◦The total cost of deposits declined to 0.77% for 2020 from 1.63% for 2019.

◦ On a spot basis, the average annual percentage yield on total deposits declined to 0.36% at December 31, 2020 from 1.42% at December 31, 2019.

•Due primarily to an increase in the provision for credit losses related to the COVID-19 pandemic, income before income taxes declined from $404.0 million for the year ended December 31, 2019 to $249.4 million for the year ended December 31, 2020. However, pre-tax, pre-provision net revenue ("PPNR") improved to $427.8 million for the year ended December 31, 2020 from $412.9 million for the year ended December 31, 2019.

•Book value per common share grew to $32.05 at December 31, 2020 from $31.33 at December 31, 2019

•Successfully completed an underwritten public offering of $300 million in subordinated notes, augmenting Tier 2 capital

•Maintained our investment grade credit ratings

•Increased the quarterly dividend per share by 10%, from $0.21 to $0.23, effective the first quarter of 2020 and maintained that dividend throughout 2020

•The Company's and the Bank's capital ratios continue to exceed all regulatory "well-capitalized" guidelines

*PPNR is a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” on pages 65 through 66 of the Company's Form 10-K for the fiscal year ended December 31, 2020 on our website at https://ir.bankunited.com for a reconciliation of this non-GAAP financial measure to the respective comparable GAAP financial measurement.

BankUnited, Inc. 2021 Proxy Statement

2020 Key Financial Highlights

The Company's financial performance, like that of our peers, was negatively impacted in 2020 by the COVID-19 pandemic. Deterioration of economic conditions led to an increase in the provision for credit losses, and resulting declines in earnings per share and return on average equity and assets. The level of commercial loan origination activity, outside of the PPP, declined. Volatility in our share price also increased. Despite these challenges, the Board believes that the actions of the executive management team mitigated damage to the Company and protected shareholder value.

Key financial highlights are presented below (dollars in thousands, except per share and percentage data):

(3) Tangible book value per common share and PPNR are non-GAAP financial measures. See the section entitled “Non-GAAP Financial Measures” on pages 65 through 66 of the Company's Form 10-K for the fiscal year ended December 31, 2020 on our website at https://ir.bankunited.com for a reconciliation of this non-GAAP financial measure to the respective comparable GAAP financial measurement.

BankUnited, Inc. 2021 Proxy Statement

BankUnited 2.0

In 2019, we launched our BankUnited 2.0 program, targeting an annual pre-tax impact of $40 million in cost reductions and $20 million in incremental revenue. Throughout 2020, while some initiatives were delayed by the pandemic, we continued to execute on our BankUnited 2.0 initiatives. As of December 31, 2020, we had exceeded the targeted amount of cost reductions on an annualized basis and still expect to reach our incremental revenue target. Our recently launched commercial card product, small business initiatives and other enhanced product and pricing strategies are expected to generate additional revenue.

Compensation Philosophy and Objectives

BankUnited's executive compensation program is centered on a pay-for performance philosophy, which aligns executive compensation with shareholder value and determines program design. We believe that our compensation program also discourages inappropriate risk-taking by avoiding undue emphasis on any one metric or short-term goal and having a cap on incentive payments.

Key Elements of our Executive Compensation Program:

Emphasis on Pay for Performance

Attract and Retain Key Executives

Align Interests of our Executives with those of our Shareholders

Balance Risk and Reward - Discourage Inappropriate Risk Taking

BankUnited, Inc. 2021 Proxy Statement

Best Practices in Executive Compensation

The Company employs a number of practices that reflect our commitment to good compensation governance practices.


WHAT WE DO			WHAT WE DON'T DO
ü Use an independent compensation consultant to advise on executive compensation matters			r Do not have compensation programs that encourage unnecessary and excessive risk taking
ü Design compensation programs to drive long-term performance			r No income tax or excise tax gross-ups
ü Incorporate an overriding performance condition in our performance metrics			r No reloading, repricing or backdating options
ü Consider peer group data when making executive compensation decisions; our performance metrics are measured relative to the peer group and are formulaic in nature			r Do not permit hedging, pledging or short-selling of the Company's stock by executive officers
ü Set multi-year vesting periods for equity awards			r Do not provide excessive severance arrangements
ü Require equity ownership and retention - CEO equals 6 times base salary and other NEOs equals 3 times base salary			r Do not pay dividends or dividend equivalents on performance share units (PSUs) or restricted share units (RSUs) until vested
ü Have a recoupment policy			r Do not provide guaranteed bonuses to our NEOs
ü Regularly engage with shareholders on compensation and governance matters
ü Maintain an independent Compensation Committee
ü Provide a majority of the NEO's compensation opportunity in the form of incentive awards, aligning compensation with the Company's performance
ü All equity awards granted after March 1, 2019 are subject to "double-trigger" vesting provisions upon a change in control

Consideration of Say-on-Pay Vote Results

At our most recent annual meeting of shareholders, held on May 15, 2020 the Company conducted an advisory vote to approve its executive compensation for the fiscal year ended December 31, 2019. Shareholders approved the compensation of our NEOs, with 96% of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter cast to approve our 2019 executive compensation proposal.

HOW COMPENSATION DECISIONS ARE MADE

Role of the Compensation Committee

Our Compensation Committee, which is composed entirely of independent directors, is responsible for overseeing the compensation and benefit programs for our NEOs and non-employee directors. Our Compensation Committee meets at least quarterly (one time in person, six times virtually and twice by written consent in 2020) to approve amounts paid to our NEOs and non-employee directors and administer our incentive plans, which includes the determination of performance metrics, target pay levels, grant amounts and vesting terms of awards under such plans. Our Compensation Committee is responsible for determining whether our executive

BankUnited, Inc. 2021 Proxy Statement

compensation policies are reasonable and appropriate, that compensation practices meet the stated objectives of those policies and effectively serve the best interests of the Company and our shareholders.

Role of Management

In evaluating compensation, our Compensation Committee receives and considers information and recommendations from our Chief Executive Officer. Our Compensation Committee has discretion to approve, disapprove or modify recommendations made by our Chief Executive Officer. Our Chief Executive Officer is not present during deliberations or voting by our Compensation Committee relating to his own compensation.

Role of our Independent Compensation Consultant

Pursuant to its charter, our Compensation Committee may in its sole discretion, retain or obtain the advice and assistance of a compensation consultant, legal counsel or other adviser. Our Compensation Committee may retain or obtain the advice of an adviser only after taking into consideration factors related to that person’s independence from management, including each of the factors it is required to take into consideration under the Corporate Governance Standards of the New York Stock Exchange, subject to limited exceptions. Our Compensation Committee is responsible for the appointment, compensation, and oversight of any adviser it retains. The Company is obligated to provide appropriate funding for the compensation of any such adviser.

From 2015 through May 2020, the Compensation Committee retained Deloitte Consulting as its independent compensation consultant. Beginning in June 2020, the Compensation Committee retained Pay Governance as its independent compensation consultant. The compensation consultant assists the Compensation Committee in reviewing the framework of the Company's executive compensation program as well as compensation packages including direct salary, annual incentive and long-term equity incentive programs for Mr. Singh, Mr. Cornish, Ms. Lunak and Mr. Bansal.

Compensation Peer Group

The Compensation Committee selects a compensation peer group in consultation with its independent compensation consultant, considering such factors as similarity in size based on total assets and market capitalization, similarity in business model and strategy, geographic footprint and other qualitative factors. The Company does not seek to set compensation at a specific level relative to the peer group, but may consider compensation levels of peer group executives as one factor in its evaluation of executive compensation levels. The Compensation Committee further benchmarks certain incentive performance metrics against comparative peer group results and may consider compensation governance practices of peers among other factors in its evaluation of the Company's practices.

The peer group was reviewed by the Compensation Committee with respect to 2020 incentive awards and the only change was the removal of IBERIABANK Corporation due to their acquisition by First Horizon National

BankUnited, Inc. 2021 Proxy Statement

Corporation. The 18 members of the 2020 peer group that will be used in measuring performance under the long-term incentive awards granted in March 2020 are:


Bank OZK			Pacwest Bancorp
BancorpSouth Bank			People's United Financial
Cullen/Frost Bankers			Signature Bank
East West Bancorp			Synovus Financial
FNB Corp			TCF Financial
First Republic Bank			Texas Capital Bancshares
Fulton Financial			UMB Financial Corp
Investors Bancorp			Valley National Bancorp
New York Community Bank			Western Alliance Bancorporation

2020 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Overriding Performance Condition

If the Company fails to be well-capitalized at the end of any year, as defined by the applicable federal banking regulator for purposes of the prompt corrective action provisions of the Federal Deposit Insurance Act, no performance-based awards will be payable or granted to the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chief Investment Officer regardless of the Company having met the established performance criteria.


2020 Capital Position
•Exceeded all requirements to be considered "well capitalized"
•CET1 risk based capital of 12.6%
•Tier 1 leverage ratio of 8.6%

Key Components of our Executive Compensation Program

Our executive compensation program provides a mix of salary, short and long-term incentives, and benefits that we believe are aligned with our business strategy and are designed to maximize long-term shareholder value.


	Component of Pay	Form of Pay	Objective
Fixed	Base Salary	Cash	To attract and retain key executive talent by providing a level of income security for services rendered during the fiscal year that is not at risk.
At-Risk	Annual Incentive Program (AIP)	Performance-based cash payment	To reward the achievement of annual financial and other performance related goals, aligning pay with performance.
At-Risk	Long-Term Equity-Based Incentive Program (LTIP)	Restricted Share Units (RSUs)	To motivate and retain executives by aligning their long-term interests with those of shareholders through sustained performance.
		Performance Share Units (PSUs)

BankUnited, Inc. 2021 Proxy Statement

In light of our focus on paying for performance, the Compensation Committee structures compensation packages for the NEOs such that a majority of each officer's target compensation opportunity is delivered through incentive compensation, with a significant portion of the total target incentive compensation opportunity delivered through long-term incentive compensation.

BankUnited, Inc. 2021 Proxy Statement

Key Compensation Decisions Made for 2020

In March of each year, the Compensation Committee reviews prior year performance, finalizes AIP awards for the prior year and establishes the basis of compensation, including performance metrics to be measured under both the AIP and LTIP, for our NEOs for the current year.

In late March 2020, as the Compensation Committee was meeting to consider performance metrics for 2020 AIP awards, the emerging serious nature of the COVID-19 pandemic was becoming apparent. At this time, COVID-19 cases and mortality were rapidly increasing, particularly in the New York metropolitan area, and little was known about the underlying nature, trajectory and risk profile of the virus. Unprecedented challenges were facing the Board and management as they shifted focus to crisis management, the safety and wellness of our employees and the need to continue providing banking services to our customers and communities in an unprecedented environment. In view of the extraordinary level of uncertainty facing the Company and the challenges of establishing a slate of formulaic short-term performance metrics in light of that uncertainty, the Compensation Committee members determined that they would delay any decision on performance metrics for the 2020 AIP. When the Compensation Committee next met in May 2020, they once again considered potential performance metrics for the AIP. Given the still increasing level of uncertainty about the evolving impact of the pandemic, the Compensation Committee determined it was appropriate to allow itself full discretion in ultimately determining the appropriate amount of AIP awards for the NEOs for 2020. The Compensation Committee left unchanged from 2019 the annual incentive target amounts for Mr. Singh, Ms. Lunak, Mr. Cornish and Mr. Bansal as depicted in the following table, but retained future discretion with respect to its determination of criteria to be used in establishing the final amount of the AIP awards:


NEO			2020 AIP Target
Rajinder P. Singh			$1,500,000
Leslie N. Lunak			$437,500
Thomas M. Cornish			$945,000
Rishi Bansal			$450,000

The Compensation Committee determined that the LTIP performance metrics for the 2020 - 2023 performance period would be the same three equally weighted metrics established for the 2019 - 2022 period: (i) relative growth in earnings per share measured against the applicable compensation peer group; (ii) relative average net charge-off ratio measured against the applicable compensation peer group; and (iii) relative four-year total shareholder return (“TSR”) measured against the banks in the KBW Regional Bank Index. See —"2020 LTIP Awards" below. The Compensation Committee made no changes related to the impact of the COVID-19 pandemic to any previously established performance measures used to determine the level of LTIP awards for any long-term performance period. Also see —"PSUs Granted in 2018" below.

The Compensation Committee made no pandemic-related changes to the base salary levels of our NEOs and awarded no retention payments. The Compensation Committee increased the base salary of Mr. Richards from $350,000 to $400,000 effective March 1, 2020. The increase reflects Mr. Richards' additional responsibilities as Chief Risk Officer following the consolidation of our Credit and Risk organizations under the Enterprise Risk Management group. Base salaries for the remaining NEOs remained unchanged.

BankUnited, Inc. 2021 Proxy Statement

2020 Base Salaries

The table below presents the 2019 and 2020 base salaries for each of the NEOs:


NEO	2019 Base Salary	2020 Base Salary
Rajinder P. Singh	$1,000,000	$1,000,000
Leslie N. Lunak	$500,000	$500,000
Thomas M. Cornish	$630,000	$630,000
Rishi Bansal	$450,000	$450,000
Jay D. Richards	$350,000	$400,000

2020 Annual Incentive Awards

Messrs. Singh, Cornish and Bansal and Ms. Lunak

Given its decision to retain discretion in determining the amount of AIP awards for NEOs for 2020 performance, the Compensation Committee reviewed and considered a number of quantitative and qualitative measures of performance in establishing the amount of the awards.

Quantitative Considerations:

•The Compensation Committee considered performance for 2020 applying the same performance metrics used in determining the 2019 AIP awards. Each year, the Compensation Committee determines performance metrics for the AIP based on our overall strategic objectives, financial goals and business plan for the year. In 2019, these metrics, equally weighted and measured relative to the compensation peer group, were chosen to align with our BankUnited 2.0 initiatives and our focus on credit quality. The table below presents pro-forma results as if the 2019 metrics had been carried forward without modification. Each metric was measured relative to the compensation peer group recommended by the Company's independent compensation consultant in August 2020. Consistent with prior years, the metrics were equally weighted in calculating an average percentile ranking (APR).

•The peer group used by the Committee was:


BancorpSouth Bank			People's United Financial, Inc.
BOK Financial Corporation			Signature Bank
Cullen/Frost Bankers, Inc.			Sterling Bancorp
EastWest Bancorp, Inc.			Synovus Financial Corp.
F.N.B. Corporation			TCF Financial Corporation
Fulton Financial Corporation			Texas Capital Bancshares, Inc.
Hancock Whitney Corporation			UMB Financial Corporation
Investors Bancorp, Inc.			Valley National Bancorp
PacWest Bancorp			Western Alliance Bancorporation

BankUnited, Inc. 2021 Proxy Statement


Pro-Forma Annual Scorecard - 2020 Illustrative Based on the 2019 Performance Metrics


	FY 2019 - 2020 Revenue Growth	FY 2019 - 2020 Operating Expense Growth	FY 2019 - 2020 Earnings Per Share Growth	2020 NPA Ratio	APR
BankUnited	(1.67)%	(3.19)%	(34.19)%	0.56%
Percentile Ranking	29.30%	91.30%	29.80%	21.50%	42.98%

•The Compensation Committee considered performance relative to the compensation peer group with respect to key strategic priorities of the Company for 2020. The Company's primary strategic priorities for 2020, in addition to responding to the emerging COVID-19 crisis, were growth in non-interest bearing demand deposits and reduction in the cost of total deposits. The following chart presents the Company's (i) reduction in average cost of total deposits, (ii) percentage growth in period end non-interest bearing demand deposits and (iii) percentage growth in average non-interest bearing demand deposits for 2020 measured relative to the recommended compensation peer group:


	Reduction in Average Cost of Deposits (change in bps)	Growth in Non-Interest DDA	Growth in Average Non-Interest DDA
	FY 2020	FY 2019 - 2020	FY 2019 - 2020
BankUnited	(0.86)%	63.19%	45.81%
Percentile Ranking	100.00%	100.00%	94.10%

•Further, the Compensation Committee considered relative Total Shareholder Return for 2020, measured against the banks in the KBW Regional Bank Index. The Company ranked in the 73rd percentile based on this performance measure.

Although the Compensation Committee did not adopt specific AIP performance metrics for 2020, for reference, the grid below was adopted by the Compensation Committee in March 2020 for use in determining the amount of future AIP awards. Performance between the 25th percentile (threshold) and 50th percentile (target) and performance between the 50th percentile and the 75th percentile (maximum award level) is interpolated on a linear basis.


APR	Payout (% of Target)	Rajinder P. Singh	Leslie N. Lunak	Thomas M. Cornish	Rishi Bansal
<25%	—%	–	–	–	–
25%	50%	$750,000	$218,750	$472,500	$225,000
50%	100%	$1,500,000	$437,500	$945,000	$450,000
75%	150%	$2,250,000	$656,250	$1,417,500	$675,000

Based on the pro-forma scorecard presented above using the 2019 AIP performance metrics, for the year ended December 31, 2020 at the calculated APR of 42.98% interpolated on a linear basis, the payouts would have been $1,289,250 for Mr. Singh, $812,228 for Mr. Cornish, $376,031 for Ms. Lunak and $386,775 for Mr. Bansal. Based on a combination of the relative performance metrics presented above related to growth in non-interest bearing demand deposits, reduction in the cost of total deposits and total shareholder return for 2020, AIP payouts for 2020 would have been at the maximum performance level.

BankUnited, Inc. 2021 Proxy Statement

Qualitative Considerations:

•The Compensation Committee recognized that the Company's profitability for 2020 was negatively impacted by the COVID-19 pandemic, particularly the provision for credit losses. Net income, earnings per share, return on equity and return on assets were all lower than the prior year. PPNR for 2020 improved by 4% compared to 2019.

•The Company's stock price was volatile during 2020 and traded below book value for a significant part of the year.

•The Compensation Committee viewed favorably management's swift and effective response to the emergence of the pandemic. Some of the ways management responded to the onset of the pandemic, which were considered by the Compensation Committee in determining the amount of AIP awards, are listed above in the section entitled "Executive Summary - 2020 Performance and Highlights". Actions taken by management that had a notable impact on the Compensation Committee's assessment included:

◦Rapid deployment of our business continuity and contingency funding plans

◦A seamless transition to a remote work environment for the majority of employees, with no significant technology issues or disruptions in customer service

◦Actions taken to manage and mitigate credit risk including timely identification of at risk borrowers and portfolio segments, agile implementation of our PPP platform, deployment of deferral and modification programs for borrowers impacted by the pandemic and enhancement of workout capabilities

◦Nimble pivot to a drive-through and appointment model to continue serving customers in our branches

◦Enhanced liquidity monitoring and management protocols

◦The launch of iCARE™ and other employee assistance and engagement programs

◦Growth of tangible book value per share to greater than pre-pandemic levels

◦Maintenance of regulatory capital ratios and investment grade ratings

◦Successful execution of a Tier 2 capital raise in a challenging environment

In consideration of the Company's and management's performance for 2020 and the quantitative and qualitative factors listed above, the Compensation Committee awarded the following cash AIP payments to Messrs. Singh, Cornish and Bansal and Ms. Lunak:


NEO	AIP Target Payout	Actual Payout Awarded
Rajinder P. Singh	$1,500,000	$1,000,000
Leslie N. Lunak	$437,500	$306,250
Thomas M. Cornish	$945,000	$708,750
Rishi Bansal	$450,000	$337,500

In view of reduced profitability and a lower stock price for much of the year, the Compensation Committee determined that an AIP award less than the target level was appropriate. However, the Compensation

BankUnited, Inc. 2021 Proxy Statement

Committee also believed it was important to provide an award that recognized management's performance with respect to key strategic priorities relative to peers and the response to the COVID-19 crisis.

Mr. Richards

The Compensation Committee has determined not to include Mr. Richards in the AIP and LTIP designed for Messrs. Singh, Cornish and Bansal and Ms. Lunak due to the importance of objectivity on the part of the Chief Risk Officer in focusing on credit quality and risk management.

In 2020, Mr. Richards was eligible to receive a cash incentive award determined in accordance with the Company's Policy on Incentive Compensation Arrangements, which provides that incentive amounts are to be based on the past, present and expected future contributions of an employee or group of employees to the overall success, safety and soundness of the organization. Factors considered by the Compensation Committee in evaluating those contributions include, among other things: overall individual performance, overall organizational performance, individual contribution to organizational performance, business segment performance, successful completion of projects or initiatives and level of individual responsibilities. The Company's Policy on Incentive Compensation Arrangements is designed to balance risk and financial, operational and strategic results in a manner that does not encourage employees to expose the Company to imprudent risks.

On February 24, 2021, the Compensation Committee evaluated the performance of Mr. Richards based on the factors above and approved a discretionary cash incentive award in the amount of $245,000. For 2019, Mr. Richards received a discretionary cash incentive award in the amount of $350,000.

2020 LTIP Awards

Messrs. Singh, Cornish and Bansal and Ms. Lunak


Time-Based Awards (RSUs)

In 2020, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of RSUs. On March 31, 2020, the Compensation Committee awarded Mr. Singh 54,705 RSUs, with a grant date fair value of $1,250,009, Mr. Cornish 24,125 RSUs, with a grant date fair value of $551,256, Mr. Bansal 14,224 RSUs, with a grant date fair value of $325,018 and Ms. Lunak 13,677 RSUs, with a grant date fair value of $312,519. The first one-fourth vested on December 31, 2020, and one-fourth will vest on each of December 31, 2021, 2022 and 2023.

Performance-Based Awards (PSUs) - Performance Period January 1, 2020- December 31, 2023

In 2020, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of PSUs.

•Performance will be measured based on the achievement relative to specified peer companies of three equally-weighted performance metrics determined by the Compensation Committee: (i) relative growth in earnings per share; (ii) relative 4-year total shareholder return; and (iii) relative average annual net charge-off ratio. Relative growth in earnings per share and relative 4-year total shareholder return are metrics that the Compensation Committee believes serve to align the compensation of our NEOs with the interests of our shareholders. The relative annual net charge-off ratio performance metric serves to discourage excessive risk taking.

◦Relative growth in earnings per share and relative net charge-off ratio are measured against the 2020 compensation peer group and relative total shareholder return is measured against the banks in the KBW Regional Bank Index at both the beginning and end of the performance period.

BankUnited, Inc. 2021 Proxy Statement

◦The PSU award was denominated in a target number of shares at the beginning of the performance period based on the target value of the PSU award and the fair market value of the Company's common stock at the grant date. The actual number of shares earned will be determined at the end of the four-year measurement period based on actual performance.

◦At the end of the performance period, the Company's performance with respect to each of the equally-weighted performance metrics will be assigned a percentile ranking. The number of PSUs earned at the end of the performance period will be determined based on the APR.

◦Following feedback from investors in the fall of 2019, the Compensation Committee made adjustments to the performance grid for LTIP awards so that a target payout requires performance at the 50th percentile. PSU awards are measured against identified threshold (25th percentile), target (50th percentile) and maximum (75th percentile) levels of performance. Performance between threshold and target and between and target and maximum performance levels will be interpolated on a linear basis. Awards are capped at 150% of each NEOs target. The performance grid is presented below:


APR			Payout (% of Target)
<25%			—%
25%			50%
50%			100%
75%			150%


Threshold, Target and Maximum performance levels for PSUs Granted in 2020
	25th Percentile		50th Percentile		75th Percentile
	Threshold	Threshold Shares	Target	Target Shares	Maximum	Maximum Shares
Rajinder P. Singh	$625,000	27,353	$1,250,000	54,705	$1,875,000	82,057
Leslie N. Lunak	$156,250	6,839	$312,500	13,677	$468,750	20,515
Thomas M. Cornish	$275,625	12,063	$551,250	24,125	$826,875	36,188
Rishi Bansal	$162,500	7,112	$325,000	14,224	$487,500	21,335

Mr. Richards

Mr. Richards did not participate in the LTIP in 2020.

In 2020, Mr. Richards was eligible to receive a restricted stock award in accordance with the Company's Policy on Incentive Compensation Arrangements, the amount of which was determined on the same basis as his annual incentive award. On February 24, 2021, the Compensation Committee evaluated the performance of Mr. Richards and effective March 1, 2021 approved a discretionary restricted stock award of 12,000 shares to Mr. Richards, which are scheduled to vest in equal installments on March 1, 2022, 2023, 2024 and 2025, subject to his continued service.

PSUs Granted in February 2018

As previously disclosed in our 2019 proxy statement, Messrs. Singh and Cornish and Ms. Lunak were granted PSUs in March 2018 for the performance period of January 1, 2018 through December 31, 2020. The PSU awards were denominated in a target number of shares at the beginning of the performance period based on the target value of the PSU award and the fair market value of the Company's common stock at the grant date.

BankUnited, Inc. 2021 Proxy Statement

Performance was measured based on the achievement relative to selected peers of three equally-weighted performance metrics, which were determined by the Compensation Committee: (i) relative growth in tangible book value per share (3-year compound annual growth rate); (ii) relative total shareholder return; and (iii) relative average annual net charge-off ratio.

Relative growth in tangible book value per share and relative average net charge-off ratio were measured against the 2018 compensation peer group and total shareholder return was measured against the banks in the KBW Regional Bank Index at both the beginning and end of the performance period.

The Compensation Committee reviewed the Company's performance with respect to each of the performance metrics in March 2021 and determined the percentile ranking for each metric relative to the designated peer group. The amount awarded was determined based on the APR in accordance with the following grid. The Company's performance resulted in an APR of 47.87% and under the existing payout structure resulted in a payout at the target level. As discussed above, in response to feedback from our shareholders, for LTIP awards granted in 2020 and beyond, the Compensation Committee adopted a revised performance grid such that performance at or above the 50th percentile is required to earn awards at the target level.


2018 PSUs - Award Amounts in Number of Shares
APR	Payout (% of Target)	Rajinder P. Singh	Leslie N. Lunak	Thomas M. Cornish
0% - 33%	-%	-	-	-
34% - 66%	100%	30,766	7,692	13,568
67% - 100%	150%	46,149	11,538	20,352

Results for 2018 are summarized below:


	Growth in Tangible Book Value Per Share (3-yr CAGR)	Relative 3-year Total Shareholder Return	Relative Net Charge-off Ratio	APR
BankUnited	4.21%	-6.00%	0.14%
Percentile Ranking	20.90%	62.80%	59.90%	47.87%

Growth in tangible book value per share for the three-year performance period ended December 31, 2020 was impacted by the repurchase of $300 million in shares of common stock during 2018; this repurchase activity was related to a discrete income tax benefit of $328 million recorded by the Company in 2017.

OTHER ELEMENTS OF COMPENSATION

Retirement Programs

All of the Company's full-time employees (including the Company's NEOs) are eligible to participate in a 401(k) plan. In addition, certain of the Company's employees, including the NEOs, are eligible to participate in our Nonqualified Deferred Compensation Plan, the terms of which are described in additional detail below under "Nonqualified Deferred Compensation." The Company has no defined benefit pension plans.

Welfare Programs

The Company offers a variety of health and other welfare benefit programs to all employees, including medical, dental, vision, life insurance and disability insurance. The Company's NEOs are generally eligible to participate in these employee benefit plans on the same basis as the rest of the Company's employees. In addition,

BankUnited, Inc. 2021 Proxy Statement

pursuant to Mr. Singh's employment agreement, the Company pays all premiums on and otherwise maintains in good standing a second to die split-dollar life insurance arrangement providing for a death benefit of $15 million.

No Excise Tax Gross-Ups and Limited Perquisites

The Company does not provide excise tax gross-ups to its employees. Mr. Singh has non-exclusive access to a Company provided automobile and driver primarily for business purposes, with access for personal use depending on availability. This limited transportation perquisite is similar to that offered by companies with which the Company competes for talent and enables employees to better focus on their duties to the Company. In addition, when traveling on Company business, the CEO is occasionally permitted to bring his spouse on the Company aircraft, which does not result in incremental cost to the Company.

Limited Severance Arrangements

In order to promote the retention of our executive leadership team, particularly in the event of a potentially disruptive corporate transaction, the Company provides customary but limited severance arrangements to its NEOs. In addition, the CEO is party to an employment agreement with the Company. The terms of these arrangements are described below under "Potential Payments Upon Termination or Change-in-Control."

OTHER CONSIDERATIONS

Equity Ownership Requirement

We believe that requiring members of our senior management to invest and maintain ownership in our Company better aligns their interests with the interests of our shareholders. The Company's Executive Ownership Policy provides that so long as the executive is employed and a NEO, the executive will not sell equity other than for purposes of tax withholding due upon the settlement of an equity award or to pay the exercise price due upon the exercise of an option if after giving effect to such sale, his or her respective retained equity (including vested and unvested shares and options) has a value that is less than the required multiple of his or her salary.

Our current guidelines require:


Named Executive Officer			Minimum Equity Ownership
Chief Executive Officer			6 times base salary
All Other Named Executive Officers			3 times base salary

The NEOs have three years from the date they were appointed as a NEO to meet their target ownership level requirement. Mr. Richards became a NEO in 2019 and is still within his three year accumulation period. The stock ownership requirement may be satisfied by:

•

SEC Form DEF 14A filed by BankUnited, Inc.