DEF 14A of BankUnited, Inc., Apr 4, 2024

DEF 14A of BankUnited, Inc.

Filed Apr 4, 2024 · FY20230001504008-24-000009

Open on EDGAR

  1. Key Statistics about our Director Nominees

    Key Statistics about our Director Nominees (1) By ethnicity/nationality.

  2. Qualifications

    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 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, (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 and (v) a candidate's contribution to the diversity of background, viewpoint, perspective and experience of the Board as a whole. For more information about the nominating process, see "Board of Directors and Corporate Governance—Director Nominating Process and Diversity."

  3. Qualifications

    | Director Nominee | Age | Gender | Professional Experience | Director Since | Independent | | Rajinder P. Singh Chairman, President and CEO | 53 | Male | Banking | 2013 | No | | Tere Blanca | 63 | Female | Commercial Real Estate | 2013 | Yes | | John N. DiGiacomo | 62 | Male | Banking/Accounting | 2018 | Yes | | Michael J. Dowling | 75 | Male | Healthcare | 2013 | Yes | | Douglas J. Pauls | 65 | Male | Banking/Accounting | 2014 | Yes | | William S. Rubenstein | 68 | Male | Legal | 2017 | Yes | | Germaine Smith Baugh, Ed.D. | 51 | Female | Non-profit | 2023 | Yes | | Sanjiv Sobti, Ph.D. | 62 | Male | Finance & Capital Markets | 2014 | Yes | | Lynne Wines | 69 | Female | Banking | 2015 | Yes |

  4. Qualifications

    Our directors have a wide range of skills, experience and professional qualifications.They bring diverse experience in public and private companies, banking and financial services, academia, the public sector and non-profit organizations. The following matrix provides information regarding the skills, experience and professional qualifications of our director nominees that contribute to the Board's execution of its oversight role.

  5. Biographical Information

    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.

  6. Biographical Information

    | 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 Board of Directors of the Federal Reserve Bank of Atlanta. From January 2020 through December 2022, he served 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: •53 | | | Director Since: •July 2013 | | | Committee Membership: •None | | | Professional Experience: •Banking | |

  7. Biographical Information

    | TERE BLANCA | | | | Ms. Blanca is the founder, Chairman and Chief Executive Officer of Blanca Commercial Real Estate, Inc., the leading 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), a member of the board of the Miami Dade College Foundation, and a member of the University of Miami's School of Business Real Estate Advisory Council. She also serves as the Chair of the advisory board of the Urban Land Institute Southeast Florida and Caribbean District 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: •63 | | | Director Since: •September 2013 | | | Committee Membership: •Compensation Committee Member | | | Professional Experience: •Commercial Real Estate | |

  8. Biographical Information

    | 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: •62 | | | Director Since: •August 2018 | | | Committee Membership: •Audit Committee Member | | | Professional Experience: •Banking and Accounting | |

  9. Biographical Information

    | 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 87,000 and annual revenue of $18 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 890 outpatient facilities, including 220 primary care practices, 52 urgent care centers, home care, rehabilitation and end-of-life programs, and 21 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: •75 | | | Director Since: •May 2013 | | | Committee Membership: •Compensation Committee Chair | | | Professional Experience: •Healthcare | |

  10. Biographical Information

    | 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, as a member of the Compensation Committee, the Nominating, Governance and Corporate Responsibility Committee, and the Technology, Innovation and Operations Committee. Mr. Pauls served on the Board of Directors and as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee of North Mountain Merger Corp. (NASDAQ: NMMC) from September 2020 through November 2022. 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 March 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: •65 | | | 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. | |

  11. Biographical Information

    | 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: •68 | | | Director Since: •August 2017 | | | Committee Membership: •Risk Committee Member | | | Professional Experience: •Legal | |

  12. Biographical Information

    | GERMAINE SMITH BAUGH, Ed. D. | | | | Dr. Germaine Smith Baugh, Ed.D. is the president and chief executive officer of the Urban League of Broward County, a nationally affiliated not-for-profit and has served in this capacity since 2002. A champion for economic empowerment, with a depth of expertise in organizational development and enhancing equity and inclusion within the business community, Dr. Smith Baugh expanded the reach of the Urban League to include the Entrepreneurship Center and Small Business Loan Fund, which is now designated as a Certified Development Financial Corporation (CDFI) by the United States Department of Treasury. Through its subsidiary, the loan fund focuses lending on minority owned firms throughout the State of Florida, with an emphasis on the counties of Miami, Broward, and Dade. Dr. Smith Baugh's philanthropic leadership, which has always been rooted in service, extends well beyond her work with Urban League. She currently serves on local, statewide, and national boards and holds leadership roles as First Vice Chair and Chair, respectively at the Florida Community Loan Fund (CDFI), and Grounded Solutions Network as well as the Greater Fort Lauderdale Alliance. Dr. Smith Baugh serves on local and regional advisories and has provided insight and testimony to influence policy and macro issues at the federal and state level. Recognized for breakthrough leadership by both the business and nonprofit industries as well as her peers, Dr Smith Baugh is a graduate of Leadership Florida Class XXXIV and was inducted into The Jim Moran's Institute of South Florida Fellows and Broward County Women's Hall of Fame. She has received numerous awards and recognitions throughout the years, including Broward County's 100 Outstanding Women; featured as one of the South Florida Business Journal's Ultimate CEOs; and awarded distinguished leadership and service honors from Broward Black Elected Officials, Delta Sigma Theta, and United Way of Broward County. Dr. Smith Baugh earned her undergraduate and Master’s degrees from Florida State University and a doctorate in Organizational Leadership from Nova Southeastern University. Board Qualifications: •Dr. Smith Baugh has over 25 years of experience in executive leadership, nonprofit management, board governance, financial administration, and philanthropic giving and fundraising. | | Age: •51 | | | Director Since: •May 2023 | | | Committee Membership: •N/A | | | Professional Experience: •Non-Profit | |

  13. Biographical Information

    | SANJIV SOBTI, Ph.D. | | | | Dr. Sobti has served at several preeminent Wall Street firms during a career spanning more than 35 years. Since 2007, Dr. Sobti has had an independent consulting business including having served as a senior advisor to Credit Suisse from 2008 to 2021. He currently serves as a Venture Partner for Altai Ventures Fund II, a FinTech Venture Capital fund, as well as a Venture Partner for Key1Capital, a Tel Aviv based generalist Venture Capital fund. 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: •Dr. Sobti's qualifications to serve on our Board include over 35 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, experience in analyzing and evaluating various financial services businesses, and knowledge of complex financial instruments including asset-backed securities and derivatives. | | Age: •62 | | | Director Since: •May 2014 | | | Committee Membership: •Audit Committee Chair •Risk Committee Member | | | Professional Experience: •Finance and Capital Markets | |

  14. Biographical Information

    | 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 Florida 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. She also has an honorary doctorate from Nova Southeastern University and is a Harvard University Advanced Leadership Fellow. Board Qualifications: •Extensive banking experience and her deep understanding of financial statements, regulation and compliance. | | Age: •69 | | | Director Since: •August 2015 | | | Committee Membership: •Nominating and Corporate Governance Committee Chair •Audit Committee Member | | | Professional Experience: •Banking | |

  15. Biographical Information

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

  16. Biographical Information

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  17. Biographical Information

    | Role of Board of Directors |

  18. Biographical Information

    The Company's business and affairs are managed under the direction and oversight 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 and risk appetite, 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.

  19. Biographical Information

    | Director Independence |

  20. Biographical Information

    Under the New York Stock Exchange ("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. The Board undertook its annual review of director independence in April 2024. 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 and the Company's Director Independence Standards, with the exception of Rajinder P. Singh. Mr. Singh is our Chairman, President and Chief Executive Officer. 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. Skadden currently provides and may in the future provide certain legal services to us and our affiliates, for which it has received, or may receive, customary compensation, fees and expense reimbursement. In determining Dr. Smith Baugh's independence from the Company and its management, the Board of Directors considered that Dr. Smith Baugh, is the President and CEO of the Urban League of Broward County, a 501(c)(3) nonprofit organization in the State of Florida. BankUnited, N.A. has in the past in the ordinary course of business provided certain contributions and financial support to the Urban League of Broward County and its affiliated community development funds, none of which require reporting under the NYSE independence standard or were deemed material by the Board.

  21. Biographical Information

    | Board and Board Committee Performance Evaluations |

  22. Biographical Information

    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 as well as provided training sessions on new regulatory requirements, disclosures and other relevant matters. 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; •Each Committee Chair leads a discussion of the results with the full Board at the next Board meeting.

  23. Biographical Information

    | Director Education |

  24. Biographical Information

    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 by both internal and external subject matter experts and our directors also attend conferences and round tables hosted by our primary banking regulators. Some of the topics on which our Board receives regular education include regulatory compliance, Bank Secrecy Act ("BSA")/Anti-Money Laundering ("AML") and cybersecurity.

  25. Biographical Information

    | Board of Directors Meetings and Attendance |

  26. Biographical Information

    In 2023, the Board of Directors held ten meetings and acted by written consent four times. Each director attended 75% or more of the meetings of the Board of Directors and Board committees on which they served during 2023. Directors are expected to attend all meetings of shareholders. All directors attended the 2023 annual meeting.

  27. Communication and Engagement

    | Director Compensation |

  28. Communication and Engagement

    | 2023 Director Compensation |

  29. Cash-Based Compensation

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Tere Blanca | 70,000 | 70,013 | 140,013 | | John N. DiGiacomo | 95,000 | 70,013 | 165,013 | | Michael J. Dowling | 95,000 | 70,013 | 165,013 | | Douglas J. Pauls | 130,000 | 105,028 | 235,028 | | A. Gail Prudenti | 70,000 | 70,013 | 140,013 | | William S. Rubenstein | 95,000 | 70,013 | 165,013 | | Germaine Smith Baugh, Ed.D. | 43,822 | 70,013 | 113,835 | | Sanjiv Sobti, Ph.D. | 155,000 | 70,013 | 225,013 | | Lynne Wines | 120,000 | 70,013 | 190,013 |

  30. Best Practices in Executive Compensation

    | WHAT WE DO | WHAT WE DON'T DO | | ✓ Use an independent compensation consultant to advise on executive compensation matters | • Do not have compensation programs that encourage unnecessary and excessive risk taking | | ✓ Design compensation programs to drive long-term performance | • No income tax or excise tax gross-ups | | ✓ Incorporate an overriding performance condition in our performance metrics | • No reloading, repricing or backdating options | | ✓ Consider peer group data when making executive compensation decisions; many of our performance metrics are measured relative to the peer group and are formulaic in nature | • Do not permit hedging, pledging or short-selling of the Company's stock by executive officers | | ✓ Set multi-year vesting periods for equity awards | • Do not provide excessive severance arrangements | | ✓ Have an equity ownership and retention policy for NEOs | • Do not pay dividends or dividend equivalents on performance share units (PSUs) or restricted share units (RSUs) until vested | | ✓ Have a compensation recovery policy | • Do not provide guaranteed bonuses to our NEOs | | ✓ Regularly engage with shareholders on compensation and governance matters | | | ✓ Maintain an independent Compensation Committee | | | ✓ Provide a majority of the NEOs' compensation opportunity in the form of incentive awards, aligning compensation with the Company's performance | |

  31. Role of our Independent Compensation Consultant

    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. The Compensation Committee has 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. Pay Governance does not provide any other services to the Company.

  32. Compensation Peer Group

    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, market capitalization and number of employees, comparability of size and nature of the loan and deposit portfolios, capital levels, similarity in business model and strategy, geographic footprint, whether a company is a key competitor, proxy advisor-defined peers 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, in consultation with its independent compensation consultant, with respect to 2023 incentive awards. The 16 members of the 2023 peer group are:

  33. Compensation Peer Group

    | Ameris Bancorp | Prosperity Bancshares, Inc. | | Associated Banc-Corp | SouthState Corporation | | BOK Financial Corporation | Synovus Financial Corp. | | Cadence Bank | Texas Capital Bancshares, Inc. | | F.N.B. Corporation | UMB Financial Corporation | | Fulton Financial Corporation | United Bancshares, Inc. | | Hancock Whitney Corporation | Valley National Bancorp | | Pinnacle Financial Partners, Inc. | Webster Financial Corporation |

  34. Compensation Peer Group

    | 2023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |

  35. Compensation Peer Group

    | Overriding Performance Condition | | If the Company failed to be well-capitalized at December 31, 2023, 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 would 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. |

  36. Compensation Peer Group

    | 2023 Capital Position | | •Exceeded all requirements to be considered "well capitalized" | | •Total risk-based capital of 13.4% | | •CET1 risk-based capital of 11.4% | | •Tier 1 leverage ratio of 7.9% |

  37. Key Components of our Executive Compensation Program

    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. 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 (and in the case of the CEO, a majority) of the total target incentive compensation opportunity delivered through long-term incentive compensation.

  38. 2023 Annual Incentive Awards

    2023 Annual Incentive Awards Each year, the Compensation Committee sets the performance criteria that are used to calculate the annual incentive awards for Messrs. Singh, Cornish and Bansal and Ms. Lunak. Mr. Richards does not participate in the AIP 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, and the risk that such objectivity could appear to be compromised if the metrics used to determine AIP awards for the other NEOs were used in determining Mr. Richards' awards. The Compensation Committee considers the Company's: (i) overall strategy, (ii) specific near-term strategic objectives, (iii) opportunities and challenges presented by external factors, such as the banking liquidity crisis of early 2023, (iv) any feedback received from shareholders, (v) best practices among peers, (vi) advice from the Committee's independent compensation consultant, and other factors the Committee considers relevant when evaluating and establishing performance criteria. In 2023, the Compensation Committee structured the AIP program so that 75% of the AIP awards for Messrs. Singh, Cornish, and Bansal and Ms. Lunak in respect of fiscal 2023 would be determined based on three predetermined financial performance metrics and 25% of the AIP award would be determined by the achievement of key strategic objectives established by the Compensation Committee that position the Company for long-term success. The Compensation Committee believes that basing 25% of the AIP award on achievement of key strategic objectives provides the Committee with a mechanism by which its review of the Company's overall performance for the year, including progress toward achievement of strategic priorities and management's response to uncertainty and volatility in the operating environment, can impact incentive payouts.

  39. 2023 Annual Incentive Awards

    | Performance Metrics - 75% | | Strategic Objectives - 25% | | | Weight | Measurements | Weight | Measurements | | 25% | Ratio of Non-Interest-Bearing Demand Deposits (“NIDDA”) to Total Deposits | 25% | •Successful navigation of the 2023 Banking Crisis •Regulatory standing of the Company •iCARETM initiatives •Other factors arising during the year that the Committee considers relevant in assessing performance | | 50% | Relative 1-year growth in Tangible Book Valuer Per Share | | | | | Relative Non-Performing Assets Ratio | | |

  40. 2023 Annual Incentive Awards

    The table below presents the 2023 AIP Award Opportunity for each of our NEOs:

  41. 2023 Annual Incentive Awards

    | Performance Level | Payout (% of Target) | Rajinder P. Singh | Leslie N. Lunak | Thomas M. Cornish | Rishi Bansal | | < threshold | —% | – | – | – | – | | threshold | 50% | $787,500 | $229,688 | $496,125 | $236,250 | | target | 100% | $1,575,000 | $459,375 | $992,250 | $472,500 | | maximum | 150% | $2,362,500 | $689,063 | $1,488,375 | $708,750 |

  42. 2023 Annual Incentive Awards

    For the portion of the AIP award based on performance metrics measured relative to the compensation peer group (relative performance component), the payout is based on an average percentile ranking ("APR"). The following table presents the payout grid for these metrics:

  43. 2023 Annual Incentive Awards

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

  44. 2023 Annual Incentive Awards

    For the portion of the AIP award based on performance metrics measured relative to values or levels predetermined by the compensation committee (absolute performance component), performance at the threshold level as established by the compensation committee results in a payout equal to 50% of target, performance at the target level results in a payout at 100% of target and performance at the maximum level results in a payout at 150% of target. Performance below the threshold level results in no payout for this component of the AIP. For all components of the AIP award, performance between threshold and target and between target and maximum is interpolated on a linear basis.

  45. Peer Relative Performance Component

    Peer Relative Performance Component The Company's performance with respect to one-year growth in tangible book value per share and the NPA ratio relative to the 2023 compensation peer group were each assigned a percentile ranking compared to the defined compensation peer group. Those two performance metrics were weighted equally for the purpose of calculating an APR used in determining the peer relative performance component, representing 50% of the total annual incentive payout. Performance at the 25th percentile is required to earn a threshold payout of 50% of target, 50th percentile (median) performance is required to earn a target payout of 100% and 75th percentile performance is required to earn a maximum payout of 150% of target. No payment related to this component of the annual incentive award is made unless the threshold performance level is achieved. For the year ended December 31, 2023, the APR for these two metrics was calculated at 40.8% which interpolated on a linear basis between threshold and target, resulted in a payout of 81.5% of target. Results for 2023 Performance Metrics, which form the basis for 75% of the AIP awards are summarized in the grids below:

  46. ◦Regulatory Standing of the Company

    | 2023 Annual Incentive Plan Payout | | | | | | | | NEO | Target AIP | Performance Component (75% of AIP at Target) | 50% of AIP Relative Performance Metrics Performance Achieved at 81.5% of Target | 25% of AIP Performance NIDDA as % of Total Deposits Performance Achieved at 150% of Target | 25% of AIP Strategic Objectives Component Performance Achieved at 125% of Target | Total Payout | | Rajinder P. Singh | $1,575,000 | $1,181,250 | $641,813 | $590,625 | $492,188 | $1,724,625 | | Leslie N. Lunak | $459,375 | $344,531 | $187,195 | $172,266 | $143,555 | $503,016 | | Thomas M. Cornish | $992,250 | $744,188 | $404,342 | $372,094 | $310,078 | $1,086,514 | | Rishi Bansal | $472,500 | $354,375 | $192,544 | $177,188 | $147,656 | $517,388 |

  47. ◦Regulatory Standing of the Company

    In 2023, 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 or departmental 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. In evaluating Mr. Richards' performance for 2023, the Compensation Committee considered Mr. Richards' contribution to organizational performance as aligned with his role as Chief Risk Officer. Criteria specifically considered by the Committee included Mr. Richards' support in further development of a program to cultivate a risk awareness culture with employees and implement an enterprise-wide Risk and Control Self Assessment framework, enhancements to the Company's overall risk assessment framework; maintenance of solid regulatory relations and serving as the primary point of contact with banking regulators; maintaining appropriate portfolio concentrations and reporting on portfolio performance; maintaining acceptable asset quality metrics; and providing input, oversight and effective challenge to the ACL process. Based on consideration of the foregoing factors and others deemed relevant by the Compensation Committee, on February 21, 2024, the Committee approved an annual cash incentive award for Mr. Richards in the amount of $350,000. Mr. Richards'annual cash incentive award was reduced from the 2022 level, in recognition of lower earnings for the Company in 2023.

  48. 2023 LTIP Awards

    2023 LTIP Awards

  49. 2023 LTIP Awards

    | Time-Based Awards (RSUs) |

  50. 2023 LTIP Awards

    In 2023, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of RSUs. On March 24, 2023, the Compensation Committee awarded Mr. Singh 70,106 RSUs, with a grant date fair value of $1,509,382, Mr. Cornish 30,917 RSUs, with a grant date fair value of $665,643, Mr. Bansal 18,228 RSUs, with a grant date fair value of $392,449 and Ms. Lunak 17,527 RSUs, with a grant date fair value of $377,356. The first one-third vested on December 31, 2023, and one-third will vest on each of December 31, 2024 and 2025.

  51. 2023 LTIP Awards

    | Performance-Based Awards (PSUs) - Performance Period January 1, 2023 - December 31, 2025 |

  52. 2023 LTIP Awards

    In 2023, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of PSUs. The following chart summarizes the performance metrics that will determine the number of PSUs that ultimately vest:

  53. 2023 LTIP Awards

    | Relative Performance Metrics - 75% | | Absolute Performance Metrics - 25% | | | Weight | Measurements | Weight | Measurements | | 75% | Relative improvement in the ratio of Uninsured, Non-Collateralized Deposits to Total Deposits | 12.5% | Total Loan Commitments + Total Deposits in new geographies | | | Relative 3-year Total Shareholder Return (TSR) | 12.5% | Retention rate of high performing employees at the officer level of Senior Vice President and above |

  54. 2023 LTIP Awards

    •75% of the PSU award will be determined based on the achievement of two equally-weighted performance metrics determined by the Compensation Committee and measured relative to the 2023 compensation peer group. These performance metrics are: •Relative improvement in the ratio of uninsured, non-collateralized deposits to total deposits based on values reported in the December 31st call report for the years ended December 31, 2022 and December 31, 2025, measured against the compensation peer group •Relative 3-year total shareholder return ("TSR") measured against banks in the KBW Regional Bank Index at both the beginning and end of the performance period. Banks included in the index at the beginning of the measurement period that declare bankruptcy or insolvency or are closed, transferred, liquidated or put into receivership under a regulatory action will be graded at negative 100% TSR. •25% of the PSU award will be determined based on the achievement of two performance metrics determined by the Compensation Committee that measure achievement of key strategic milestones. Each of these metrics will determine 12.5% of the total PSU award. Threshold, target and maximum levels of performance for these two performance metrics were set by the Compensation Committee and are not measured relative to the peer group: •Execution on expansion into new geographies measured as the absolute value of total loan commitments + total deposits in new geographies (including Atlanta, Dallas and other geographies, if any, identified at a future date within the performance measurement period) at the end of the three-year performance measurement period •Average annual turnover rate of high performing (defined as receiving exceeds expectations performance evaluations) employees at the officer level of Senior Vice President and above. The metrics described above are those that the Compensation Committee believe best align the compensation of our NEOs with the interests of our shareholders over the three-year performance measurement period and further provides balance between strong relative performance and the achievement of absolute performance goals. Relative three-year total shareholder directly aligns the compensation of our NEOs with financial returns earned by our shareholders over the performance measurement period. Relative improvement in the uninsured, non-collateralized deposits to total deposits ratio measures achievement with respect to a key liquidity risk measure that has been elevated to prominence within the bank investor community following the 2023 banking liquidity crisis. Execution on expansion into new geographies and retention of key high performing employees are strategic objectives that the Compensation Committee and Board of Directors believe are important to improving future returns. At the end of the performance period, the Company's performance with respect to each of the two equally-weighted performance metrics that are measured relative to the compensation peer group, which determine 75% of the total PSU award, will be assigned a percentile ranking. The number of PSUs earned with respect to this component of the total award at the end of the performance period will be determined based on the APR. The performance grid for this component of the PSU award is presented below:

  55. 2023 LTIP Awards

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

  56. 2023 LTIP Awards

    The performance grid for this component of PSU awards is structured such that a target payout requires performance at the 50th percentile (median). Performance at less than a threshold level of the 25th percentile results in a payout of zero related to this component. Performance at the 50th percentile results in a payout at 100% of target. Performance at or above the 75th percentile results in the maximum payout of 150% of target related to this component. At the end of the performance period, the Company's performance with respect to the absolute performance metrics, which comprise 25% of the total PSU award, will be determined by comparison to threshold, target and maximum levels predetermined by the Compensation Committee. Performance at the threshold level will result in a payout of 50% of target, performance at the target level will result in a payout at 100% of target and performance at the maximum level will result in a payout at 150% of target for these components of the PSU award. The performance levels for these metrics are presented below:

  57. 2023 LTIP Awards

    | Performance Level | Payout (% of Target) | Key Employees Turnover Metric (12.5% Weight) | Geographic Expansion Metric (sum of loan commitments and deposits) (12.5% Weight) | | Threshold | 50% | 9.0% | $1.5 billion | | Target | 100% | 6.0% | $2 billion | | Max | 150% | 3.5% | $2.5 billion |

  58. 2023 LTIP Awards

    For all performance metrics, performance between the threshold and target levels and between the target and maximum performance levels will be interpolated on a linear basis. Awards are capped at 150% of each NEO's target. 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 three-year performance measurement period based on actual performance.

  59. 2023 LTIP Awards

    | Threshold, Target and Maximum performance levels for PSUs Granted in 2023(1) | | | | | | | | | 25th Percentile | | 50th Percentile | | 75th Percentile | | | | Threshold | Threshold Shares | Target | Target Shares | Maximum | Maximum Shares | | Rajinder P. Singh | $754,688 | 35,053 | $1,509,375 | 70,106 | $2,264,063 | 105,159 | | Leslie N. Lunak | $188,672 | 8,764 | $377,344 | 17,527 | $566,016 | 26,290 | | Thomas M. Cornish | $332,818 | 15,459 | $665,635 | 30,917 | $998,453 | 46,375 | | Rishi Bansal | $196,219 | 9,114 | $392,438 | 18,228 | $588,657 | 27,342 |

  60. 2023 LTIP Awards

    (1) The grant date fair value of the threshold, target and maximum PSUs granted is based on the closing price of our stock on the NYSE on March 23, 2023. For similar reasons as those discussed above with respect to the AIP, Mr. Richards did not participate in the LTIP that was designed for Messrs. Singh, Cornish and Bansal and Ms. Lunak, but was eligible to receive a restricted share award in accordance with the Company's Policy on Incentive Compensation Arrangements, the amount of which was determined by the Committee based on criteria considered relevant by the Committee, which included: •Executing proper governance and oversight of Enterprise Risk Management and Credit Risk Management; •Maintaining a sound enterprise risk management and monitoring framework commensurate with the size and complexity of the organization; •Ensuring maintenance of a robust credit risk rating system and processes; and •Promoting a balanced risk-taking culture. On February 21, 2024, the Compensation Committee evaluated the performance of Mr. Richards for his performance in the 2023 fiscal year and overall contributions to the Company and effective March 1, 2024 approved a restricted share award of 13,000 shares to Mr. Richards, which are scheduled to vest in equal installments on March 1, 2025, 2026, 2027 and 2028, subject to his continued service. In accordance with the SEC rules, we expect to report this grant in the Summary Compensation Table and the 2024 Grants of Plan-Based Awards table below in our 2025 proxy statement. On February 23, 2023, the Compensation Committee evaluated the performance of Mr. Richards for his performance in the 2022 fiscal year and overall contributions to the Company and granted a restricted share award of 13,000 shares to Mr. Richards. In accordance with the SEC rules, we reported this grant in the Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table below.

  61. 2023 LTIP Awards

    | PSUs Granted in March 2020 |

  62. 2023 LTIP Awards

    As previously disclosed in our 2021 proxy statement, Messrs. Singh, Cornish and Bansal and Ms. Lunak were granted PSUs in March 2020. The performance period for the PSUs granted in March 2020 commenced on January 1, 2020 and ended on December 31, 2023. Performance was based on the achievement relative to selected peers of three equally-weighted performance metrics, which were chosen by the Compensation Committee: (i) relative growth in diluted earnings per share, (ii) relative average annual net charge-off ratio and (iii) relative 4-year total shareholder return. Relative growth in earnings per share and relative average annual net charge-off ratio were measured against the 2020 Compensation Peer Group and relative 4-year total shareholder return was measured against the banks in the KBW Nasdaq Regional Bank Index at both the beginning and the end of the performance period, except for banks that declared bankruptcy or insolvency or were closed, transferred, liquidated or put into receivership under a regulatory action during the performance period; at the direction of the Compensation Committee, these banks were included at a TSR of negative 100%. The Compensation Committee reviewed the Company's performance with respect to each of the performance metrics in March 2024 and determined the percentile ranking for each metric relative to the compensation peer group. The amount awarded was determined based on the APR in accordance with the following grid. As depicted in the grid, performance at the 25th percentile is required to earn a threshold payout of 50% of target, 50th percentile (median) performance is required to earn a target payout of 100% and 75th percentile performance is required to earn a maximum payout of 150% of target. No payment is made unless the threshold performance level is achieved. Performance between threshold and target and target and maximum performance is interpolated on a linear basis.

  63. 2023 LTIP Awards

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

  64. 2023 LTIP Awards

    | 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 |

  65. 2023 LTIP Awards

    The following chart shows the performance results for the PSUs granted in 2020.

  66. 2023 LTIP Awards

    | | Relative Growth in Earnings per Share | Relative Net Charge-off Ratio | Relative 4-year Total Shareholder Return | APR | | BankUnited | 32.52% | 0.22% | 1.13% | | | Percentile Ranking | 33.80% | 35.30% | 26.20% | 31.77% |

  67. 2023 LTIP Awards

    For the year ended December 31, 2023 at the calculated APR of 31.77%, interpolated on a linear basis,the shares awarded were 35,012 for Mr. Singh, 15,440 for Mr. Cornish, 8,754 for Ms. Lunak and 9,104 for Mr. Bansal. The below target level performance for the 2020 - 2023 LTIP PSUs can be attributed to the establishment of rigorous goals impacted by the challenging economic environment and 2023 banking crisis.

  68. 2023 LTIP Awards

    | OTHER ELEMENTS OF COMPENSATION |

  69. Limited Severance Arrangements

    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."

  70. Limited Severance Arrangements

    | OTHER CONSIDERATIONS |

  71. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following summary compensation table sets forth the total compensation paid or accrued for the years 2021, 2022 and 2023 to our NEOs.

  72. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Rajinder P. Singh | 2023 | 1,050,000 | — | 3,018,764 | 1,724,625 | — | 169,062(7) | 5,962,451 | | Chairman, President and Chief Executive Officer | 2022 | 1,037,500 | — | 3,018,821 | 1,400,962 | — | 211,672 | 5,668,955 | | | 2021 | 1,000,000 | — | 2,875,033 | 1,931,574 | — | 107,180 | 5,913,787 | | Leslie N. Lunak | 2023 | 525,000 | — | 754,713 | 503,016 | — | 14,850(9) | 1,797,579 | | Chief Financial Officer | 2022 | 518,750 | — | 754,705 | 408,614 | — | 13,725 | 1,695,794 | | | 2021 | 500,000 | — | 718,758 | 563,376 | — | 13,050 | 1,795,184 | | Thomas M. Cornish | 2023 | 661,500 | — | 1,331,286 | 1,086,514 | — | 17,139(8) | 3,096,439 | | Chief Operating Officer | 2022 | 653,625 | — | 1,331,285 | 882,607 | — | 13,725 | 2,881,242 | | | 2021 | 630,000 | — | 1,267,958 | 1,216,891 | — | 13,050 | 3,127,899 | | Rishi Bansal | 2023 | 472,500 | — | 784,898 | 517,388 | — | 14,850(9) | 1,789,636 | | Chief Investment Officer BankUnited, N.A. | 2022 | 466,875 | — | 784,950 | 420,289 | — | 13,725 | 1,685,839 | | | 2021 | 450,000 | — | 747,502 | 579,472 | — | 13,050 | 1,790,024 | | Jay D. Richards | 2023 | 420,833 | 350,000 | 460,070 | — | — | 14,850(9) | 1,245,753 | | Chief Risk Officer BankUnited, N.A. | 2022 | 400,000 | 375,000 | 502,440 | — | — | 13,725 | 1,291,165 | | | 2021 | 400,000 | 375,000 | 504,120 | — | — | 13,050 | 1,292,170 |

  73. Summary Compensation Table for 2023

    1.Mr. Richards base salary was increased from $400,000 to $425,000 effective March 1, 2023. 2.For Mr. Richards, who in accordance with the Company's Policy on Incentive Compensation Arrangements does not participate in the AIP program that is designed for our other NEOs, the amount reported for 2023 represents an incentive bonus earned for performance in 2023 and paid during the first quarter of 2024. 3.Amounts shown do not reflect the compensation actually realized in 2023 by the NEOs. Instead, amounts represent the aggregate grant date fair value of RSUs, PSUs and RSAs granted to the NEOs during 2023 calculated in accordance with FASB ASC Topic 718. 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, 2023. 4.On March 24, 2023, the Compensation Committee awarded Mr. Singh 70,106 RSUs and 70,106 PSUs, Mr. Cornish 30,917 RSUs and 30,917 PSUs, Ms. Lunak 17,527 RSUs and 17,527 PSUs and Mr. Bansal 18,228 RSUs and 18,228 PSUs. For PSUs, the amount included is based on the probable outcome of performance conditions, which is equal to the target amount. Assuming satisfaction of performance conditions at the maximum level, the PSUs granted to (w) Mr. Singh would have had a grant date fair value of $2,264,073 (as opposed to the target grant date fair value of $1,509,382 reported above); (x) Mr. Cornish would have had a grant date fair value of $998,454 (as opposed to the target grant date fair value of $665,643 reported above); (y) Ms. Lunak would have had a grant date fair value of $566,024 (as opposed to the target grant date of $377,356 reported above); and (z) Mr. Bansal would have had a grant date fair value of $588,673 (as opposed to the target grant date of $392,449 reported above). 5.Other than RSUs and PSUs, we typically grant restricted share awards to Mr. Richards, who in accordance with the Company's Policy on Incentive Compensation Arrangements does not participate in the LTIP program that is designed for our other NEOs, in the first quarter of each year as part of total year-end compensation awarded for prior year performance. As a result, the amounts for those stock awards generally appear in the Summary Compensation Table for the year after the performance year upon which they were based. On March 1, 2023, Mr. Richards was awarded 13,000 restricted shares for his performance in the 2022 fiscal year and overall contributions to the Company. In accordance with the SEC rules, the value of the restricted shares awarded to Mr. Richards in March 2024 for his performance in the 2023 fiscal year and overall contributions to the Company is not included here and will be reported in the Company's proxy statement for the 2025 annual meeting of stockholders. 6.For each Messrs. Singh, Cornish, Bansal and Ms. Lunak the amounts reported reflect a performance-based cash incentive award earned for performance in 2023 and paid in the first quarter of 2024. 7.Includes contributions of $14,850 and $95,443 made by us on Mr. Singh's behalf to our 401(k) plan and Nonqualified Deferred Compensation Plan, respectively, $14,219 for personal use of a company owned automobile, $33,884 for personal use of a company paid driver, $7,459 for personal use of the Company's aircraft and $3,207 representing annual service cost recorded by the Company related to Mr. Singh's split-dollar life insurance arrangement. 8.Includes contributions of $14,850 made by us on behalf of Mr. Cornish's to our 401(k) plan and $2,289 for personal use of the Company's aircraft. 9.Represents a contribution of $14,850 made by us on behalf of each of Messrs. Bansal and Richards and Ms. Lunak to our 401(k) plan.

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to the plan-based awards granted to each of our NEOs during 2023.

  75. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  76. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rajinder P. Singh | 3/24/2023 | 3/24/2023 | 787,500 | 1,575,000 | 2,362,500 | — | — | — | — | — | | | 3/24/2023 | 3/24/2023 | — | — | — | 35,053 | 70,106 | 105,159 | — | 1,509,382 | | | 3/24/2023 | 3/24/2023 | — | — | — | — | — | — | 70,106 | 1,509,382 | | Leslie N. Lunak | 3/24/2023 | 3/24/2023 | 229,688 | 459,375 | 689,063 | — | — | — | — | — | | | 3/24/2023 | 3/24/2023 | — | — | — | 8,764 | 17,527 | 26,290 | — | 377,356 | | | 3/24/2023 | 3/24/2023 | — | — | — | — | — | — | 17,527 | 377,356 | | Thomas M. Cornish | 3/24/2023 | 3/24/2023 | 496,125 | 992,250 | 1,488,375 | — | — | — | — | — | | | 3/24/2023 | 3/24/2023 | — | — | — | 15,459 | 30,917 | 46,375 | — | 665,643 | | | 3/24/2023 | 3/24/2023 | — | — | — | — | — | — | 30,917 | 665,643 | | Rishi Bansal | 3/24/2023 | 3/24/2023 | 236,250 | 472,500 | 708,750 | — | — | — | — | — | | | 3/24/2023 | 3/24/2023 | — | — | — | 9,114 | 18,228 | 27,342 | — | 392,449 | | | 3/24/2023 | 3/24/2023 | — | — | — | — | — | — | 18,228 | 392,449 | | Jay D. Richards | 3/1/2023 | 2/23/2023 | — | — | — | — | — | — | 13,000 | 460,070 |

  77. 2023 Grants of Plan-Based Awards

    1.Amounts represent threshold, target and maximum non-equity incentive plan awards under the AIP for 2023. Additional information on performance metrics and payout calculations are included in "Compensation Discussion and Analysis - 2023 Annual Incentive Awards". The AIP awards were paid out in the first quarter of 2024. Amounts are reported in the "Summary Compensation Table - Non-Equity Incentive Plan Compensation" 2.Represents PSUs granted under the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan (the "2014 Plan"). These PSUs are based on a three-year performance period from January 1, 2023 through December 31, 2025. Each PSU represents the right to receive, at settlement, and at the discretion of the plan administrator, one share of common stock or cash in an amount equal to the fair market value of one share of common stock. At the time of settlement, the NEO will be eligible to receive a dividend award in an amount equal to the dividends that would have been paid prior to settlement. At the discretion of the plan administrator, the dividend award can be settled in cash equal to the dividend award, or shares having a fair market value equal to such dividend award. Amounts are reported in the "Summary Compensation Table - Stock Awards" based on the probable outcome of performance conditions, which is equal to the target amount. 3.Represents RSUs granted under the 2014 Plan. In the case of Messrs. Singh, Cornish and Bansal and Ms. Lunak, one-third of the RSUs vested on December 31, 2023 and the unvested portion of the awards will vest in equal installments on December 31, 2024 and December 31, 2025. Each RSU represents the right to receive, at settlement, and at the discretion of the plan administrator, one share of common stock or cash in an amount equal to the fair market value of one share of common stock. At the time of settlement, the NEO will be eligible to receive a dividend award in an amount equal to the dividends that would have been paid prior to settlement. At the discretion of the plan administrator, the dividend award can be settled in cash equal to the dividend award, or shares having a fair market value equal to such dividend award. 4.Represents RSAs granted to Mr. Richards, who in accordance with the Company's Policy on Incentive Compensation Arrangements does not participate in the LTIP program that is designed for our other NEOs, under the 2014 Plan. On March 1, 2023, Mr. Richards was awarded 13,000 restricted shares for his performance in the 2022 fiscal year and overall contributions to the Company. The restricted shares are scheduled to vest in equal annual installments on March 1, 2024, 2025, 2026 and 2027, subject to continued employment through the applicable vesting dates, and participate in dividends declared on common shares. 5.Represents the grant date fair value of PSUs, RSUs and RSA awards based on the closing price of the Company's common stock at the date of grant pursuant to FASB ASC Topic 718. For additional information on the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 12 in the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. For performance-based awards, the amount included is based on the probable outcome of performance conditions, which is equal to the target amount.

  78. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows grants of equity awards outstanding on December 31, 2023 for each of our NEOs:

  79. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares/Units of Stock That Have Not Vested (#) | Market Value of Shares/Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares/Units or Other Rights That Have Not Vested (#)(7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares/Units or Other Rights That Have Not Vested ($)(6) | | Rajinder P. Singh | 72,082(1) | 2,337,619 | 205,724 | 6,671,629 | | Leslie N. Lunak | 18,020(2) | 584,389 | 51,432 | 1,667,940 | | Thomas M. Cornish | 31,787(3) | 1,030,852 | 90,725 | 2,942,212 | | Rishi Bansal | 18,742(4) | 607,803 | 53,489 | 1,734,648 | | Jay D. Richards | 31,000(5) | 1,005,330 | — | — |

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    1.40,130 RSUs scheduled to vest on December 31, 2024 and 31,952 RSUs scheduled to vest on December 31, 2025. 2.10,032 RSUs scheduled to vest on December 31, 2024 and 7,988 RSUs scheduled to vest on December 31, 2025. 3.17,697 RSUs scheduled to vest on December 31, 2024 and 14,090 RSUs scheduled to vest on December 31, 2025. 4.10,434 RSUs scheduled to vest on December 31, 2024 and 8,308 RSUs scheduled to vest on December 31, 2025. 5.9,250 restricted shares vested on March 1, 2024 and 3,000 restricted shares vested on March 2, 2024. 9,250 restricted shares are scheduled to vest on March 1, 2025, 6,250 on March 1, 2026 and 3,250 on March 1, 2027. 6.Based on the $32.43 closing price of our common stock on December 29, 2023. 7.Represents Messrs. Singh, Cornish and Bansal and Ms. Lunak's 2021, 2022 and 2023 PSUs, assuming satisfaction of performance goals at the maximum award level (performance has not yet been achieved). Vesting is based on the Company’s achievement relative to performance metrics determined by the Compensation Committee. For the description of the 2023 PSUs see "Performance-Based Awards - Performance Period January 1, 2023 - December 31, 2025." The vesting dates for the PSUs granted in 2021, 2022 and 2023 are December 31, 2024 and 2025, respectively.

  82. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  83. Nonqualified Deferred Compensation Table for 2023

    Nonqualified Deferred Compensation Table for 2023

  84. Nonqualified Deferred Compensation Table for 2023

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | | | ($)(2) | ($)(3) | ($) | ($) | ($)(4) | | Rajinder P. Singh | 940,962 | 95,443 | 393,272 | — | 7,333,157 | | Leslie N. Lunak | 157,500 | — | 236,168 | — | 4,049,492 | | Thomas M. Cornish | — | — | 8,333 | — | 129,804 | | Rishi Bansal | 265,226 | — | 232,358 | — | 2,842,732 | | Jay D. Richards(1) | — | — | — | — | — |

  85. Nonqualified Deferred Compensation Table for 2023

    1.Mr. Richards does not participate in the Company's Nonqualified Deferred Compensation Plan. 2.The full amount of the contribution for Messrs. Singh and Bansal and Ms. Lunak to the Nonqualified Deferred Compensation Plan is reflected as compensation earned as part of each executive's "Salary", and/or "Bonus" or "Non-Equity Incentive Plan Compensation" in 2023 in the "Summary Compensation Table for 2023." 3.Amounts reflect our contributions, if any, to the Nonqualified Deferred Compensation Plan for the applicable NEO. These amounts are also reported in the "All Other Compensation" column of the "Summary Compensation Table for 2023." 4.These amounts include amounts previously reported in the Summary Compensation Table as "Salary," "Bonus," "Non-Equity Incentive Plan Compensation" or "All Other Compensation" for years prior to 2023, in the following aggregate amounts: $1,018,124 for Mr. Singh, $397,500 for Ms. Lunak and $516,409 for Mr. Bansal. Our Nonqualified Deferred Compensation Plan allows each NEO to defer up to 100% of salary and cash bonus or incentives. Mr. Singh is eligible to receive company matching contributions under the plan. For the 2023 plan year, we contributed an amount equal to 100% of the first 1% plus 70% of the next 5% of eligible compensation that Mr. Singh elected to defer under the plan. Amounts deferred by a NEO are vested at all times and amounts that we contribute on the executive's behalf will become vested upon the earlier to occur of a change in control (as defined in the plan), the executive's death, disability, attainment of age 65 or completion of two years of service. The Company credits each participant's account with income based on either an annual interest rate determined by the Company's Compensation Committee or returns of selected investment portfolios, as elected by the participant. The annual interest rate has varied from year but has ranged from a low of 5.00% in 2021 to a high of 7.50% in 2023. Amounts deferred under our Nonqualified Deferred Compensation Plan are distributed upon a date or dates specified by the executive, which may be no earlier than January 1 of the third plan year following the plan year in which the compensation would have otherwise been paid to the executive, or upon the earliest to occur of the executive's separation from service, disability or a change in control.

  86. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The employment arrangements with our NEOs provide for certain severance payments and benefits, to the extent applicable, in the event of a termination of employment as described below:

  87. Equity Awards

    | CEO PAY RATIO |

  88. Equity Awards

    | PAY VERSUS PERFORMANCE |

  89. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and the Ratio of NIDDA/Total Deposits

    Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and the Ratio of NIDDA/Total Deposits The ratio of NIDDA/Total Deposits, the company selected measure included in the Pay Versus Performance Table, directly impacted compensation actually paid as it was a performance measure used in determining the amount of AIP awards for 2023. While the ratio of NIDDA/Total Deposits declined from 12/31/21 to 12/31/23, this decline was expected as it was consistent with industry trends, the interest rate environment, and restrictive monetary policy. Comparatively, the Company's ratio of NIDDA/Total Deposits declined by 4.7% from 12/31/21 to 12/31/23 while this ratio for the population of banks with between $20 billion and $50 billion in total assets declined by an average of 7.1%. Over the period 12/31/19 (the start of the periods presented in the Pay Versus Performance Table) to 12/31/23, the Company's ratio of NIDDA/Total Deposits improved by 8.1% compared to average improvement of 0.4% for the population of banks with between $20 billion and $50 billion of total assets. The level of NIDDA impacts the Company's long-term earnings performance because it directly impacts the cost of funds and the net interest margin, which in turn directly impact net income and earnings per share. This measure is also important because it is closely aligned with the Company's currently most significant strategic priority, growing non-interest bearing deposits.

  90. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Company TSR

    Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Company TSR The following chart sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company's cumulative TSR over the four most recently completed fiscal years.

  91. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income The following chart sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. The two preceding charts evidence volatility over the most recent two fiscal years presented in Compensation Actually Paid to our NEOs and in the relationship between Compensation Actually Paid and both company TSR and net income. The following factors were the most significant contributors to this volatility: •The most significant contributing factor was volatility in the Company's share price. At the date of grant for LTIP awards granted in 2023, the closing price of the Company's common stock was $22.46 while at December 31, 2023 (the most recent measurement date reflected), the closing price of the Company's common stock was $32.43. •In 2022, Compensation Actually Paid was reduced by the forfeiture of PSUs granted in 2019; these PSUs did not vest and were forfeited because the related performance conditions were not met. •A third but less significant factor was an increase in the total AIP award for 2023 as compared to 2022, reflecting (i) management's success in defending the non-interest bearing deposit base as discussed above under the heading "Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and the Ratio of NIDDA/Total Deposits" and (ii) the Compensation Committee's consideration of management's successful response to and navigation of the 2023 banking liquidity crisis. Performance measures the Company considered most important to the determination of compensation actually paid for 2023 include (the measures in this list are not ranked): ■Ratio of NIDDA/Total Deposits ■Non-performing Assets Ratio ■Total Shareholder Return (TSR) ■Management's successful response to and navigation of the 2023 banking liquidity crisis

  92. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    | EQUITY COMPENSATION PLAN INFORMATION |

  93. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    The following table summarizes information, as of December 31, 2023, relating to the Company's equity compensation plans pursuant to which equity incentive awards to acquire shares of our common stock may be granted from time to time.

  94. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    | Equity Compensation Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities available for issuance under equity compensation plans (excluding securities reflected in first column) | | Equity compensation plans approved by securityholders | 1,318,351(1) | N/A | 2,472,999(2) | | Equity compensation plans not approved by securityholders | N/A | N/A | — | | Total | 1,318,351 | | 2,472,999 |

  95. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    1. Includes 1,318,351 shares that may be issued pursuant to outstanding RSUs and PSUs granted under the BankUnited, Inc. Amended and Restated 2014 Omnibus Equity Incentive Plan (the "2014 Plan"). At the time of grant and throughout the vesting period, PSUs are recorded at the maximum payout and adjusted at settlement based on the measurement of performance achievement. 2. Represents 2,472,999 shares of common stock that may be issued under the Company's 2023 Omnibus Equity Incentive Plan.

  96. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    | ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") |

  97. Relationship Between PEO and Average Non-PEO NEOs Compensation Actually Paid and Net Income

    As required by Section 14A of the Securities Exchange Act, the Board of Directors is providing our shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This vote is referred to as a "Say-on-Pay" vote, which we hold annually. As described in more detail under the heading "Compensation Discussion and Analysis," we believe that our executive compensation programs appropriately motivate and retain our executives while effectively aligning the interests of our named executive officers with those of our shareholders. We target total compensation for our NEOs at market and peer group competitive levels, while delivering pay which is linked to company performance over time. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers generally, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. Because the vote is advisory, it will not be binding upon our Board of Directors or Compensation Committee and we will not be required to take any action as a result of the outcome of the vote. However, our Board of Directors and Compensation Committee value the opinions of our shareholders and will take the results of the vote into consideration when making compensation decisions. For the reasons set forth above, and others described elsewhere in this Proxy Statement, the Board of Directors recommends approval of the following non-binding resolution: "RESOLVED, that the shareholders hereby APPROVE, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC in the Company's Proxy Statement for the 2024 Annual Meeting of shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement." OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ON AN ADVISORY, NON-BINDING BASIS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED MATERIAL DISCLOSED IN THIS PROXY STATEMENT.