DEF 14A of BankUnited, Inc., Apr 11, 2025

DEF 14A of BankUnited, Inc.

Filed Apr 11, 2025 · FY20240001504008-25-000007

Open on EDGAR

  1. Key Statistics about our Director Nominees

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

  2. Key Statistics about our Director Nominees

    | Skills and Experience | Blanca | DiGiacomo | Dowling | Pauls | Rubenstein | Singh | Smith Baugh | Sobti | Wines | | Accounting/Financial Reporting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Banking and Financial Services | | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | | C-Suite/Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Experience | | ✓ | | ✓ | | ✓ | | ✓ | ✓ | | Non-Profit Experience | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | M&A/Capital Markets/Public Finance | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Human Capital Management/Succession Planning | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Legal/Compliance/Regulatory Affairs | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology/Digital Innovation/Cybersecurity | ✓ | ✓ | | ✓ | | ✓ | | ✓ | | | Government | | | ✓ | | | | ✓ | | | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Real Estate | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ |

  3. Biographical Information

    Biographical Information Set forth below is more detailed information about our Board nominees including biographical information, professional experience and information about attributes and skills considered by the NCG Committee in determining whether to recommend the nominee for election to the Board of Directors. The NCG Committee believes that a board comprised of its nominees embodies 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, perspectives and backgrounds.

  4. 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 with over 25 years of experience, 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, and the Mid-Size Bank Coalition of America (MBCA). In 2023 Mr. Singh served as Chairman of the MBCA, and 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 Qualification Highlights: •Extensive banking and leadership experience •Thorough understanding of regulatory, risk management and corporate governance matters •Strategic planning | | Age: •54 | | | Director Since: •July 2013 | | | Committee Membership: •None | | | Professional Experience: •Banking | |

  5. 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 numerous 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. 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 Highlights: •Executive leadership experience •Deep knowledge of commercial real estate markets and relationships in the business community | | Age: •64 | | | Director Since: •September 2013 | | | Committee Membership: •Compensation Committee | | | Professional Experience: •Commercial Real Estate | |

  6. 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 Qualification Highlights: •Banking experience •Deep understanding of accounting and financial reporting, regulation, compliance and corporate governance •Executive leadership experience | | Age: •63 | | | Director Since: •August 2018 | | | Committee Membership: •Audit Committee | | | Professional Experience: •Banking and Accounting | |

  7. 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 about 90,000 and annual revenue of nearly $20 billion. Northwell is New York State's largest health care provider and private employer, caring for more than two million people annually through a vast network of 21 hospitals, 950 outpatient locations, including 75 urgent care centers, as well as home care, rehabilitation and end-of-life programs. Prior to becoming the Chief Executive Officer in 2002, Mr. Dowling was the health system's Executive Vice President and Chief Operating Officer. Before joining Northwell in 1995, Mr. Dowling was a Senior Vice President at Empire Blue Cross/Blue Shield. Previously, he served in New York State government for 12 years under former Governor Mario M. Cuomo, including seven years as 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 entering public service, 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. He is a member of the Institute of Medicine of the National Academies of Science, the Foreign Policy Association, the Smurfit School of Business at University College in Dublin, Ireland, the National Center for Healthcare Leadership, the Greater New York Hospital Association and the Healthcare Association of New York State (HANYS). He is a past chair and current member of the Institute for Healthcare Improvement and The Healthcare Institute. Mr. Dowling has been honored with many awards and recognitions over the years, and has co-authored four books. He earned his BA degree from University College Cork, Ireland, and his master’s from Fordham. He has also earned numerous honorary doctorate degrees, including from Queen's University Belfast, Northern Ireland, Fordham University, University College Dublin and Hofstra University. Board Qualification Highlights: •Executive leadership experience •Active involvement within the business, political and charitable communities | | Age: •75 | | | Director Since: •May 2013 | | | Committee Membership: •Compensation Committee (Chair) | | | Professional Experience: •Healthcare | |

  8. 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 Qualification Highlights: •Extensive banking experience, including his previous service as our Chief Financial Officer •Deep understanding of financial statements, the financial/banking regulatory framework and corporate governance | | Age: •66 | | | Director Since: •May 2014 | | | Committee Membership: •Risk Committee (Chair) •Nominating and Corporate Governance Committee | | | Professional Experience: •Banking and Accounting | | | Current Other U.S. Listed Company Boards: •Essent Group Ltd. | |

  9. 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 Qualification Highlights: •Extensive experience as legal counsel representing financial institutions and their boards of directors •Deep understanding of financial reporting, the financial/banking regulatory framework and corporate governance | | Age: •69 | | | Director Since: •August 2017 | | | Committee Membership: •Risk Committee •Compensation Committee | | | Professional Experience: •Legal | |

  10. 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. Dr. Smith-Baugh has more than 25 years of experience in nonprofit management, board governance, financial administration, and philanthropic giving and fundraising. A champion for economic empowerment in low to moderate income communities and with a depth of expertise in organizational development and leadership 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 Miami-Dade and Broward Counties. 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. Dr. Smith Baugh serves on local and regional advisories and has provided insight and testimony to influence policy and macro issues at the national 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 has received numerous awards and recognitions throughout the years. Dr. Smith Baugh earned her undergraduate and Master’s degree from Florida State University and a doctorate in Organizational Leadership from Nova Southeastern University. Board Qualification Highlights: •Executive leadership and corporate governance experience •Active involvement within the business, political and charitable communities | | Age: •52 | | | Director Since: •May 2023 | | | Committee Membership: •Nominating and Corporate Governance Committee | | | Professional Experience: •Non-Profit | |

  11. Biographical Information

    | SANJIV SOBTI, Ph.D. | | | | Dr. Sobti 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 Qualification Highlights: •Extensive experience in the financial and capital markets industry •Expertise in valuation analyses and capital markets transactions, in analyzing and evaluating financial services businesses, and knowledge of complex financial instruments | | Age: •63 | | | Director Since: •May 2014 | | | Committee Membership: •Audit Committee (Chair) •Risk Committee | | | Professional Experience: •Finance and Capital Markets | |

  12. 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 Qualification Highlights: •Extensive experience in banking and non-profit organizations •Deep understanding of financial statements, the financial/banking regulatory framework and corporate governance | | Age: •70 | | | Director Since: •August 2015 | | | Committee Membership: •Nominating and Corporate Governance Committee (Chair) •Audit Committee | | | Professional Experience: •Banking | |

  13. Biographical Information

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

  14. Biographical Information

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  15. Biographical Information

    | Our Board of Directors |

  16. 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's mission is to maximize long-term shareholder value. The Board of Directors establishes the Company's overall corporate management policies and risk appetite, evaluates the Company's CEO and the senior leadership team and acts as an advisor and counselor to senior management. The Board 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.

  17. Biographical Information

    | Director Independence |

  18. Biographical Information

    The NYSE listing standards require a majority of the Board directors to be independent. The Company’s Board of Directors must affirmatively determine the independence of a director, which requires that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The NYSE listing 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 has adopted the Directors Independence Standards, which are incorporated into the Company’s Corporate Governance Guidelines, and which are aligned with NYSE listing standards. Our Board of Directors is committed to ensuring the independence of directors and undertakes an annual review of director independence. This determination generally occurs at the time the Board approves director nominations for inclusion in the Company's proxy statement, or when a director joins the Board between annual meetings. Guided by the NYSE listing standards and the Company's Directors Independence Standards, the NCG Committee evaluates several criteria in determining whether a director is independent. In March 2025, the Board affirmatively determined that all of the current directors and the director nominees, except for Mr. Singh, are independent of the Company and its management pursuant to the Company's Director Independence Standards and the NYSE listing standards. Mr. Singh is our Chairman, President and CEO and is not considered 'independent' under the independence standards. The following directors and director nominees are considered 'independent': Tere Blanca, John N. DiGiacomo, Michael J. Dowling, Douglas J. Pauls, William S. Rubenstein, Germaine Smith Baugh, Sanjiv Sobti and Lynne Wines. In making the determination that Mr. Rubenstein is independent of the Company and its management, the Board considered that Mr. Rubenstein is a retired partner of the law firm Skadden, Arps, Slate, Meagher and Flom, LLP. Skadden may, in the ordinary course of business, 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 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 ordinary course of business, made certain contributions to the Urban League of Broward County and its affiliated community development funds, none of which require reporting under the NYSE listing standards or were deemed material by the Board.

  19. Biographical Information

    | Board Leadership Structure |

  20. Biographical Information

    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 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 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.

  21. Biographical Information

    | Lead Independent Director |

  22. Biographical Information

    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, is an independent voice on important issues facing the Company and ensures that those issues are fully considered by the Board. In his role as Lead Independent Director, Mr. Pauls' duties include, but are not limited to: •Presiding over regularly scheduled executive sessions with the independent directors; •Serving as a liaison between the Board and senior management; •Assisting the Board of Directors, the NCG Committee and executive management to ensure compliance with the Company's Corporate Governance Guidelines; •Assisting the NCG 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" 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 currently consists of independent directors, except for Mr. Singh. The Audit Committee, Risk Committee, Compensation Committee and NCG Committee are each 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 NEOs, including the CEO; the nomination of directors; and the evaluation of the Board, its committees, and its members. 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. The Board 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 recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interests of the Company. Accordingly, the Board has the discretion to modify the Company's leadership structure if it believes doing so would be in the best interests of the Company.

  23. Biographical Information

    | Board and Board Committee Performance Evaluations |

  24. Biographical Information

    The Board of Directors and each Board committee perform an annual evaluation to assess performance, identify areas for improvement and provide feedback to enhance Board effectiveness.

  25. Risk Management Execution

    | Director Compensation |

  26. Risk Management Execution

    | 2024 Director Compensation |

  27. Cash-Based Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Tere Blanca | 70,000 | 70,018 | 140,018 | | John N. DiGiacomo | 95,000 | 70,018 | 165,018 | | Michael J. Dowling | 95,000 | 70,018 | 165,018 | | Douglas J. Pauls | 130,000 | 105,027 | 235,027 | | A. Gail Prudenti(1) | 25,962 | — | 25,962 | | William S. Rubenstein | 95,000 | 70,018 | 165,018 | | Germaine Smith Baugh, Ed.D. | 70,000 | 70,018 | 140,018 | | Sanjiv Sobti, Ph.D. | 155,000 | 70,018 | 225,018 | | Lynne Wines | 120,000 | 70,018 | 190,018 |

  28. 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 | | ✓ Include a well thought out balance of performance metrics measured relative to peers and metrics based on the Company's unique strategic priorities | • No reloading, repricing or backdating options | | ✓ Set multi-year vesting periods for equity awards | • Do not permit hedging, pledging or short-selling of the Company's stock by executive officers | | ✓ Have an equity ownership and retention policy for NEOs | • Do not provide excessive severance arrangements | | ✓ Have a compensation recovery policy | • Do not pay dividends or dividend equivalents on performance share units (PSUs) or restricted share units (RSUs) until vested | | ✓ Regularly engage with shareholders on compensation and governance matters | • Do not provide guaranteed bonuses to our NEOs | | ✓ Maintain a Compensation Committee of the Board composed entirely of independent directors | | | ✓ Provide a majority of the NEOs' compensation opportunity in the form of incentive awards, aligning compensation with the Company's performance | |

  29. 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 NYSE, 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 and structure of the Company's executive compensation program, the composition of the compensation peer group, the selection of metrics used in determining the amount of performance-based compensation, and compensation packages including base 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.

  30. 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 benchmarks certain incentive performance metrics against those of the comparative peer group 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 2024 incentive awards. There were no changes made to the 2023 compensation peer group. The 16 members of the 2024 peer group are:

  31. Compensation Peer Group

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

  32. Compensation Peer Group

    | 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |

  33. 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 industry practice 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.

  34. 2024 Base Salaries

    | 2024 Annual Incentive Awards |

  35. 2024 AIP Award Opportunity

    2024 AIP Award Opportunity The table below presents the 2024 AIP Award Opportunity for each of our NEOs other than Mr. Richards:

  36. 2024 AIP Award Opportunity

    | Performance Level | Payout (% of Target) | Rajinder P. Singh | Thomas M. Cornish | Leslie N. Lunak | Rishi Bansal | | < threshold | —% | – | – | – | – | | threshold | 50% | $787,500 | $496,125 | $229,688 | $236,250 | | target | 100% | $1,575,000 | $992,250 | $459,375 | $472,500 | | maximum | 200% | $3,150,000 | $1,984,500 | $918,750 | $945,000 |

  37. 2024 AIP Award Opportunity

    For the portion of the AIP award based on performance criteria that are measured relative to the compensation peer group (Relative Performance Criteria), the payout is based on the Company's percentile ranking against the companies in the peer group. The following table presents the payout grid for these criteria:

  38. 2024 AIP Award Opportunity

    | Percentile Ranking | Payout (% of Target) | | <25% | —% | | 25% | 50% | | 50% | 100% | | 75% | 200% |

  39. 2024 AIP Award Opportunity

    For the portion of the AIP award based on performance criteria that are not measured relative to the peer group (Absolute Performance Criteria), the threshold, target and maximum levels of performance are predetermined by the Compensation Committee. For these criteria, performance at the threshold level results in a payout equal to 50% of target, performance at the target level results in a payout equal to 100% of target, and performance at the maximum level results in a payout equal to 200% of target. Performance below the threshold level for a particular performance metric results in no payout for the component of the AIP award related to that metric. For all components of the AIP award, performance between threshold and target and between target and maximum is interpolated on a linear basis.

  40. 2024 AIP Performance Criteria

    2024 AIP Performance Criteria The following table presents information about the two Absolute Performance Criteria and one Relative Performance Criteria pre-established by the Compensation Committee for determining the amount of 75% of the 2024 AIP awards for Messrs. Singh, Cornish, and Bansal and Ms. Lunak.

  41. 2024 AIP Performance Criteria

    | Financial Performance Metrics - 75% | | | | | Weight | Measurement | Description | Rationale | | 25% | Absolute Performance Criteria - Ratio of NIDDA to Total Deposits | Total non-interest bearing demand deposits as a percentage of total deposits at December 31, 2024 Threshold performance >= 19% Target performance >= 22.5% Maximum performance >= 26% | The Company's most important strategic imperative for 2024, particularly following the liquidity events impacting the regional banking sector in 2023, was improving the funding profile. Improvement in the funding profile will be a key contributor to enhanced profitability and franchise value. The percentage of deposits comprised of NIDDA is an important measure of the quality of the funding base. We have continually emphasized the strategic importance of this measure in our disclosures and conversations with shareholders and, based on our shareholder feedback, believe our shareholders agree with us about its importance. Threshold, target and maximum performance levels are based on target operating zones established in the Company's Board approved Risk Appetite Statement. | | 25% | Absolute Performance Criteria - Wholesale Funding Ratio | Ratio of brokered deposits plus FHLB advances to total assets at December 31, 2024 Threshold performance <= 37.5% Target performance <= 30% Maximum performance <= 26% | Improvement in the wholesale funding ratio was another key component of improvement in the Company's funding profile and profitability. Wholesale funding levels were elevated after the liquidity events impacting the regional banking sector in 2023; therefore, improvement in this ratio was a key strategic imperative for 2024. Threshold, target and maximum performance levels are based on limits and target operating zones established in the Company's Board approved Risk Appetite Statement. | | 25% | Relative Performance Criteria - Relative NPA Ratio, excluding the guaranteed portion of SBA loans | Ratio of non-performing assets to total assets, measured relative to the compensation peer group | Credit risk is a pervasive and significant risk faced by financial institutions. The Board of Directors believes the NPA ratio is one indicator of effectiveness in managing the Company's risk profile and the balance between risk and return. |

  42. 2024 AIP Performance Criteria

    For Relative Performance Criteria, any bank that has declared bankruptcy or is closed, transferred, liquidated or put into receivership under a regulatory action will be graded at the worst possible outcome with respect to each individual metric. As described above, the remaining 25% of the 2024 AIP award for Messrs. Singh, Cornish and Bansal and Ms. Lunak is based on the Compensation Committee's assessment of management's performance relative to key strategic objectives considered most relevant by the committee.

  43. 2024 AIP Results

    2024 AIP Results Results for the 2024 Absolute and Relative Performance Criteria, which form the basis for 75% of the AIP awards, are presented in the tables below. Achievement of the Absolute Performance Criteria at the maximum level as presented below required the Company to grow core deposit, particularly NIDDA, in a very challenging environment in which NIDDA levels across the sector had been generally contracting.. Absolute Performance Criteria:

  44. 2024 AIP Results

    | Performance Metric | Threshold | Target | Maximum | Actual Value at December 31, 2024 | Result | | Ratio of NIDDA to total deposits | >= 19% | >= 22.5% | >= 26% | 27.3% | Maximum | | Wholesale Funding Ratio | <= 37.5% | <= 30% | <= 26% | 23.4% | Maximum |

  45. 2024 AIP Results

    Relative Performance Criteria:

  46. 2024 AIP Results

    | Performance Metric | Value at December 31, 2024 | Percentile Ranking | Result | | NPA Ratio excluding the guaranteed portion of SBA loans (1) | 0.63% | 10.00% | No Payout |

  47. 2024 AIP Results

    (1) NPA ratio excluding the guaranteed portion of portion of SBA loans is a non-GAAP financial measure. See section entitled "Non-GAAP Financial Measures."

  48. 2024 AIP Payout

    2024 AIP Payout 2024 awards under the AIP for Messrs. Singh, Cornish and Bansal and Ms. Lunak are set forth in the table below and in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 56 of this Proxy Statement. The aggregate payout under the AIP totaled 150% of target, between the target and maximum levels provided for in the Plan.

  49. 2024 AIP Payout

    | 2024 Annual Incentive Plan Payout | | | | | | | NEO | Target AIP | 25% of AIP Relative Performance Criteria (Performance Achieved Was Below Pre-Established Threshold) | 50% of AIP Absolute Performance Criteria Performance for each metric Achieved at Maximum Level (200% of target) | 25% of AIP Strategic Objectives Component Performance Achieved at Maximum Level (200% of Target) | Total Payout | | Rajinder P. Singh | $1,575,000 | $— | $1,575,000 | $787,500 | $2,362,500 | | Thomas M. Cornish | $992,250 | $— | $992,250 | $496,125 | $1,488,375 | | Leslie N. Lunak | $459,375 | $— | $459,375 | $229,688 | $689,063 | | Rishi Bansal | $472,500 | $— | $472,500 | $236,250 | $708,750 |

  50. 2024 AIP Payout

    In 2024, 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 2024, 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 19, 2025, the Committee approved an annual cash incentive award for Mr. Richards in the amount of $400,000.

  51. 2024 AIP Payout

    | 2024 LTIP Awards |

  52. Time-Based Awards (RSUs)

    Time-Based Awards (RSUs) In 2024, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of RSUs. On March 29, 2024, the Compensation Committee awarded Mr. Singh 53,907 RSUs, with a grant date fair value of $1,509,396, Mr. Cornish 23,773 RSUs, with a grant date fair value of $665,644, Mr. Bansal 14,016 RSUs, with a grant date fair value of $392,448 and Ms. Lunak 13,477 RSUs, with a grant date fair value of $377,356. The first one-third vested on December 31, 2024, and one-third will vest on each of December 31, 2025 and 2026.

  53. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026 In 2024, Messrs. Singh, Cornish and Bansal and Ms. Lunak were eligible to receive an annual grant of PSUs. The Compensation Committee determined that the amount of the PSU award that ultimately vests will be determined based on five performance metrics. Sixty percent of the award will be based on three equally weighted Relative Performance Criteria and forty percent of the award will be based on two equally weighted Absolute Performance Criteria. At the end of the performance period, the Company's performance with respect to each of the three equally-weighted Relative Performance Criteria 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:

  54. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    | APR | Payout (% of Target) | | <25% | —% | | 25% | 50% | | 50% | 100% | | 75% | 200% |

  55. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    The performance grid for this component of PSU awards is structured such that a target payout requires performance at the median, or 50th percentile. In determining the amount of the LTIP payout opportunity for each NEO, the Compensation Committee intentionally set the target payout opportunity at a level they considered consistent with median level peer group performance. Performance at less than a threshold level of the 25th percentile results in a payout of zero related to this component. Performance at or above the 75th percentile results in the maximum payout of 200% of target related to this component. At the end of the performance period, the Company's performance with respect to the Absolute Performance Criteria will be determined by comparison to threshold, target and maximum payout levels predetermined by the Compensation Committee. The payout grid for these components of the PSU award is presented below:

  56. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    | Performance Level | Payout (% of Target) | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  57. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    The following chart details the performance metrics established by the Compensation Committee for determining the amount of PSU awards for the performance period January 1, 2024 through December 31, 2026, including the rationale for each metric and the methodology for evaluating each.

  58. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    | Weight | Measurement | Description | Rationale | | 20% | Relative Performance Criteria - Relative average three-year net charge-off ratio | The average of the annual ratios of net charge-offs to average loans for the three years in the performance measurement period, measured relative to the banks in the 2024 compensation peer group using the APR method. | Credit risk is a pervasive and significant risk faced by financial institutions. The Board of Directors believes the net charge-off ratio is one important indicator of effectiveness in managing the Company's risk profile and the balance between risk and return. | | 20% | Relative Performance Criteria- Relative average three-year improvement in ROAA | The average of the year-over-year improvement in ROAA, in basis points, for the three years in the performance measurement period, measured relative to the banks in the 2024 compensation peer group using the APR method. | ROAA is a measure of profitability commonly monitored and considered important by bank investors. Improvement in ROAA relative to peers is a key medium to long-term strategic imperative of our Board, and a metric frequently cited by and discussed with our shareholders. We believe our shareholders consider improvement in ROAA to be a key imperative for our Company. | | 20% | Relative Performance Criteria - Relative three-year TSR | Total stock return, including dividends, for the three years in the performance measurement period, measured relative to banks in the KBW Regional Bank Index using the APR method. | Inclusion of this metric in our performance-based LTIP serves to help ensure alignment of the interests of our executive management team with those of our external shareholders. | | 20% | Absolute Performance Criteria - Total loan commitments plus total deposits in new geographies | Sum of total loan commitments and total deposits in new geographic expansion areas at the end of the performance measurement period. Threshold performance >= $2.0 billion Target performance >= $2.5 billion Maximum performance >= $2.75 billion | Expansion into selected new geographies is a key strategic initiative for our Company and one we have consistently discussed with shareholders; inclusion of this metric in the performance-based LTIP measures the success of our execution on this initiative. Threshold, target and maximum performance levels were set in consideration of targets established in our Board approved three-year strategic plan. | | 20% | Absolute Performance Criteria- Retention rate of high performing employees at the officer level of Senior Vice President and above | Average annual voluntary turnover rate excluding normal retirements, of high-performing employees based on our established annual performance review system. Measured for employees at the Senior Vice President level and above over the three-year performance measurement period. Threshold performance <= 9.0% Target performance <= 6.0% Maximum performance <= 3.5% | We operate in a competitive market for talent and our Board considers retention of top talent critical to successful execution of our core business strategy. Inclusion of this metric in our performance-based LTIP appropriately incentivizes executive management to focus on nurturing an environment that promotes talent development and retention. Threshold, target and maximum performance levels were based on consideration of available external market and historical data and are consistent with our Board approved Risk Appetite Statement. |

  59. Performance-Based Awards (PSUs) - Performance Period January 1, 2024 - December 31, 2026

    For all performance metrics, both relative and absolute, performance between the threshold and target levels and between the target and maximum performance levels will be interpolated on a linear basis. For Relative Performance Criteria, any bank that has declared bankruptcy or is closed, transferred, liquidated or put into receivership under a regulatory action will be graded at the worst possible outcome with respect to each individual metric. Awards are capped at 200% of each NEO's target.

  60. 2024-2026 PSU Award Opportunity

    2024-2026 PSU Award Opportunity 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.

  61. 2024-2026 PSU Award Opportunity

    | Threshold, Target and Maximum performance levels for PSUs Granted in 2024(1) | | | | | | | | | 25th Percentile | | 50th Percentile | | 75th Percentile | | | NEO | Threshold | Threshold Shares | Target | Target Shares | Maximum | Maximum Shares | | Rajinder P. Singh | $754,688 | 26,954 | $1,509,375 | 53,907 | $3,018,750 | 107,813 | | Thomas M. Cornish | $332,818 | 11,887 | $665,635 | 23,773 | $1,331,270 | 47,546 | | Leslie N. Lunak | $188,672 | 6,739 | $377,344 | 13,477 | $754,688 | 26,954 | | Rishi Bansal | $196,219 | 7,008 | $392,438 | 14,016 | $784,876 | 28,032 |

  62. 2024-2026 PSU Award Opportunity

    (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 28, 2024. 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 Compensation Committee based on criteria considered relevant by the Committee, which included: •Overseeing proper governance and execution of Enterprise Risk Management, including Credit Risk Management; •Maintaining and continuing to advance the enterprise risk management, measurement and monitoring framework commensurate with the evolving size and complexity of the organization; •Continued execution of the Enterprise Risk Management roadmap across the organization, including further maturation of the three lines of defense model; •Actively promoting a balanced risk-taking culture. On February 19, 2025, the Compensation Committee, based on an evaluation of Mr. Richards' performance in 2024 and his overall contributions to executive leadership of the Company, approved, effective March 1, 2025, a restricted share award of 13,500 shares to Mr. Richards, which are scheduled to vest in equal installments on March 1, 2026, 2027, 2028 and 2029, subject to his continued service. We expect to report this grant in the Summary Compensation Table and the 2025 Grants of Plan-Based Awards table in our 2026 proxy statement. 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 granted a restricted share award of 13,000 shares to Mr. Richards effective March 1, 2024. This grant is reported in the Summary Compensation Table and the 2024 Grants of Plan-Based Awards Table below.

  63. 2024-2026 PSU Award Opportunity

    | 2021-2024 LTIP PSUs Granted to Messrs. Singh, Cornish and Bansal and Ms. Lunak |

  64. 2024-2026 PSU Award Opportunity

    As previously disclosed in our 2022 proxy statement, Messrs. Singh, Cornish and Bansal and Ms. Lunak were granted PSUs in March 2021. The performance period for the PSUs granted in March 2021 commenced on January 1, 2021 and ended on December 31, 2024. The following chart details the performance criteria established by the Compensation Committee for determining the amount of PSU awards for the performance period ending on December 31, 2024.

  65. 2024-2026 PSU Award Opportunity

    | Weight | Measurement | Description | Rationale | | 33.3% | Relative Performance Criteria - Relative CAGR of tangible book value per share | CAGR of tangible book value per share for the four years in the performance measurement period, measured relative to the banks in the 2021 compensation peer group using the APR method. | Management considers preservation of tangible book value to be important to long-term shareholder value, particularly given the operating environment at the time these awards were initially granted. | | 33.3% | Relative Performance Criteria- Relative average net charge-off ratio | The average of the annual ratios of net charge-offs to average loans for the four years in the performance measurement period, measured relative to the banks in the 2021 compensation peer group using the APR method. | Credit risk is a pervasive and significant risk faced by financial institutions. The Board of Directors believes the net charge-off ratio is one important indicator of effectiveness in managing the Company's risk profile and the balance between risk and return. | | 33.3% | Relative Performance Criteria - Relative four-year TSR | Total stock return, including dividends, for the four years in the performance measurement period, measured relative to banks in the KBW Regional Bank Index using the APR method. | Inclusion of this metric in our performance-based LTIP serves to help insure alignment of the interests of our executive management team with those of our external shareholders. |

  66. 2024-2026 PSU Award Opportunity

    The Compensation Committee reviewed the Company's performance with respect to each of the defined performance criteria and determined the percentile ranking for each relative to the applicable 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 was required to earn a threshold payout of 50% of target, 50th percentile performance was required to earn a target payout of 100% and 75th percentile performance was required to earn a maximum payout of 150% of target. No payment is made unless the threshold performance level is achieved.

  67. 2024-2026 PSU Award Opportunity

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

  68. 2024-2026 PSU Award Opportunity

    Performance between the threshold and target levels and between the target and maximum performance levels is interpolated on a linear basis. With respect to all Relative Performance Criteria, at the direction of the Compensation Committee, any bank that has declared bankruptcy or is closed, transferred, liquidated or put into receivership under a regulatory action will be graded at the worst possible outcome with respect to each individual metric. For example, with respect to TSR, such banks are included at negative 100%.

  69. 2024-2026 PSU Award Opportunity

    | Threshold, Target and Maximum performance levels for PSUs Granted in 2021 | | | | | | | | | 25th Percentile | | 50th Percentile | | 75th Percentile | | | NEO | Threshold | Threshold Shares | Target | Target Shares | Maximum | Maximum Shares | | Rajinder P. Singh | $718,750 | 16,354 | $1,437,500 | 32,708 | $2,156,250 | 49,062 | | Thomas M. Cornish | $316,969 | 7,213 | $633,938 | 14,425 | $950,907 | 21,637 | | Leslie N. Lunak | $179,688 | 4,089 | $359,375 | 8,177 | $539,063 | 12,266 | | Rishi Bansal | $186,875 | 4,252 | $373,750 | 8,504 | $560,625 | 12,756 |

  70. 2024-2026 PSU Award Opportunity

    The following chart depicts the performance results for the PSUs granted in 2021.

  71. 2024-2026 PSU Award Opportunity

    | | Relative Growth in Tangible Book Value per Share | Relative Net Charge-off Ratio | Relative 4-year Total Shareholder Return | APR | | BankUnited | 4.06% | 0.19% | 37.49% | | | Percentile Ranking | 37.60% | 20.30% | 37.70% | 31.87% |

  72. 2021-2024 PSU Payout

    2021-2024 PSU Payout For the year ended December 31, 2024 the calculated APR of 31.87%, interpolated on a linear basis, results in a vesting of 63.73% of the target PSU's. The total shares awarded were 20,845 for Mr. Singh, 9,194 for Mr. Cornish, 5,212 for Ms. Lunak and 5,420 for Mr. Bansal, an award level above threshold but below target.

  73. 2021-2024 PSU Payout

    | OTHER ELEMENTS OF COMPENSATION |

  74. 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."

  75. Limited Severance Arrangements

    | OTHER CONSIDERATIONS |

  76. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following summary compensation table sets forth the total compensation paid or accrued for the years 2022, 2023 and 2024 to our NEOs.

  77. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Rajinder P. Singh | 2024 | 1,050,000 | — | 3,018,792 | 2,362,500 | — | 185,648(6) | 6,616,940 | | Chairman, President and Chief Executive Officer | 2023 | 1,050,000 | — | 3,018,764 | 1,724,625 | — | 169,062 | 5,962,451 | | | 2022 | 1,037,500 | — | 3,018,821 | 1,400,962 | — | 211,672 | 5,668,955 | | Leslie N. Lunak | 2024 | 525,000 | — | 754,712 | 689,063 | — | 15,525(7) | 1,984,300 | | Chief Financial Officer | 2023 | 525,000 | — | 754,713 | 503,016 | — | 14,850 | 1,797,579 | | | 2022 | 518,750 | — | 754,705 | 408,614 | — | 13,725 | 1,695,794 | | Thomas M. Cornish | 2024 | 661,500 | — | 1,331,288 | 1,488,375 | — | 15,525(7) | 3,496,688 | | Chief Operating Officer | 2023 | 661,500 | — | 1,331,286 | 1,086,514 | — | 17,139 | 3,096,439 | | | 2022 | 653,625 | — | 1,331,285 | 882,607 | — | 13,725 | 2,881,242 | | Rishi Bansal | 2024 | 472,500 | — | 784,896 | 708,750 | — | 15,525(7) | 1,981,671 | | Chief Investment Officer BankUnited, N.A. | 2023 | 472,500 | — | 784,898 | 517,388 | — | 14,850 | 1,789,636 | | | 2022 | 466,875 | — | 784,950 | 420,289 | — | 13,725 | 1,685,839 | | Jay D. Richards | 2024 | 425,000 | 400,000 | 340,990 | — | — | 15,525(7) | 1,181,515 | | Chief Risk Officer BankUnited, N.A. | 2023 | 420,833 | 350,000 | 460,070 | — | — | 14,850 | 1,245,753 | | | 2022 | 400,000 | 375,000 | 502,440 | — | — | 13,725 | 1,291,165 |

  78. Summary Compensation Table for 2024

    (1) 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 2024 represents an incentive bonus earned for performance in 2024 and paid during the first quarter of 2025. (2) Amounts shown do not reflect the compensation actually realized in 2024 by the NEOs. Instead, amounts represent the aggregate grant date fair value of RSUs, PSUs and RSAs granted to the NEOs during 2024 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, 2024. (3) On March 29, 2024, the Compensation Committee awarded Mr. Singh 53,907 RSUs and 53,907 PSUs, Mr. Cornish 23,773 RSUs and 23,773 PSUs, Ms. Lunak 13,477 RSUs and 13,477 PSUs and Mr. Bansal 14,016 RSUs and 14,016 PSUs. The amounts included in the table above represent the grant date fair value of both RSU and PSU awards. 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 $3,018,792 (as opposed to the target grant date fair value of $1,509,396 included above); (x) Mr. Cornish would have had a grant date fair value of $1,331,288 (as opposed to the target grant date fair value of $665,644 included above); (y) Ms. Lunak would have had a grant date fair value of $754,712 (as opposed to the target grant date of $377,356 included above); and (z) Mr. Bansal would have had a grant date fair value of $784,896 (as opposed to the target grant date of $392,448 included above). (4) The stock awards included in the table above for 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, were granted 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, 2024, Mr. Richards was awarded 13,000 restricted shares for his performance in the 2023 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 2025 for his performance in the 2024 fiscal year and overall contributions to the Company is not included here and will be reported in the Summary Compensation Table in Company's proxy statement for the 2026 annual meeting of shareholders. (5) For each of Messrs. Singh, Cornish and Bansal and Ms. Lunak the amounts reported reflect a performance-based cash incentive award earned for performance in 2024 and paid in the first quarter of 2025. (6) Includes contributions of $15,525 and $109,333 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, $34,473 for personal use of a company paid driver, $9,393 for personal use of the Company's aircraft and $2,705 representing annual service cost recorded by the Company related to Mr. Singh's split-dollar life insurance arrangement. (7) Represents a contribution of $15,525 made by us on behalf of each of Messrs. Cornish and Bansal and Richards and Ms. Lunak to our 401(k) plan.

  79. 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 2024.

  80. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  81. 2024 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 | 3/29/2024 | 3/29/2024 | 787,500 | 1,575,000 | 3,150,000 | — | — | — | — | — | | | 3/29/2024 | 3/29/2024 | — | — | — | 26,954 | 53,907 | 107,814 | — | 1,509,396 | | | 3/29/2024 | 3/29/2024 | — | — | — | — | — | — | 53,907 | 1,509,396 | | Leslie N. Lunak | 3/29/2024 | 3/29/2024 | 229,688 | 459,375 | 918,750 | — | — | — | — | — | | | 3/29/2024 | 3/29/2024 | — | — | — | 6,739 | 13,477 | 26,954 | — | 377,356 | | | 3/29/2024 | 3/29/2024 | — | — | — | — | — | — | 13,477 | 377,356 | | Thomas M. Cornish | 3/29/2024 | 3/29/2024 | 496,125 | 992,250 | 1,984,500 | — | — | — | — | — | | | 3/29/2024 | 3/29/2024 | — | — | — | 11,887 | 23,773 | 47,546 | — | 665,644 | | | 3/29/2024 | 3/29/2024 | — | — | — | — | — | — | 23,773 | 665,644 | | Rishi Bansal | 3/29/2024 | 3/29/2024 | 236,250 | 472,500 | 945,000 | — | — | — | — | — | | | 3/29/2024 | 3/29/2024 | — | — | — | 7,008 | 14,016 | 28,032 | — | 392,448 | | | 3/29/2024 | 3/29/2024 | — | — | — | — | — | — | 14,016 | 392,448 | | Jay D. Richards | 3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 13,000 | 340,990 |

  82. 2024 Grants of Plan-Based Awards

    (1) Amounts represent threshold, target and maximum non-equity incentive plan awards under the AIP for 2024. Additional information on performance metrics and payout calculations are included in "Compensation Discussion and Analysis - 2024 Annual Incentive Awards". The AIP awards were paid out in the first quarter of 2025. Amounts are reported in the "Summary Compensation Table - Non-Equity Incentive Plan Compensation." (2) Represents PSUs granted under the 2023 Plan. These PSUs are based on a three-year performance period from January 1, 2024 through December 31, 2026. 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, each 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 2023 Plan. In the case of Messrs. Singh, Cornish and Bansal and Ms. Lunak, one-third of the RSUs vested on December 31, 2024 and the unvested portion of the awards will vest in equal installments on December 31, 2025 and December 31, 2026. 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, each 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 2023 Plan. On March 1, 2024, Mr. Richards was awarded 13,000 restricted shares for his performance in the 2023 fiscal year and overall contributions to the Company. The restricted shares are scheduled to vest in equal annual installments on March 1, 2025, 2026, 2027 and 2028, 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 RSAs 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, 2024. For performance-based awards, the amount included is based on the probable outcome of performance conditions, which is equal to the target amount.

  83. 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, 2024 for each of our NEOs:

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  85. Outstanding Equity Awards at 2024 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 | 67,890(1) | 2,591,361 | 264,475 | 10,095,011 | | Leslie N. Lunak | 16,972(2) | 647,821 | 66,120 | 2,523,800 | | Thomas M. Cornish | 29,938(3) | 1,142,733 | 116,634 | 4,451,920 | | Rishi Bansal | 17,652(4) | 673,777 | 68,765 | 2,624,760 | | Jay D. Richards | 31,750(5) | 1,211,898 | — | — |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) 49,921 RSUs scheduled to vest on December 31, 2025 and 17,969 RSUs scheduled to vest on December 31, 2026. (2) 12,480 RSUs scheduled to vest on December 31, 2025 and 4,492 RSUs scheduled to vest on December 31, 2026. (3) 22,014 RSUs scheduled to vest on December 31, 2025 and 7,924 RSUs scheduled to vest on December 31, 2026. (4) 12,980 RSUs scheduled to vest on December 31, 2025 and 4,672 RSUs scheduled to vest on December 31, 2026. (5) 12,500 RSAs vested on March 1, 2025. 9,500 RSAs are scheduled to vest on March 1, 2026, 6,500 on March 1, 2027, and 3,250 on March 1, 2028. (6) Based on the $38.17 closing price of our common stock on December 31, 2024. (7) Represents Messrs. Singh, Cornish and Bansal and Ms. Lunak's 2022, 2023 and 2024 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 criteria pre-established by the Compensation Committee. For the description of the 2024 PSUs see "Performance-Based Awards - Performance Period January 1, 2024 - December 31, 2026." The vesting date for the PSUs granted in 2022 and 2023 is December 31, 2025. The vesting date for the PSUs granted in 2024 is December 31, 2026.

  87. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  88. Nonqualified Deferred Compensation Table for 2024

    Nonqualified Deferred Compensation Table for 2024

  89. Nonqualified Deferred Compensation Table for 2024

    | 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 | 766,925 | 109,333 | 413,295 | (1,798,770) | 6,823,941 | | Leslie N. Lunak | — | — | 257,519 | — | 4,307,011 | | Thomas M. Cornish | — | — | 8,905 | — | 138,708 | | Rishi Bansal | 299,211 | — | 218,435 | — | 3,360,378 | | Jay D. Richards(1) | — | — | — | — | — |

  90. Nonqualified Deferred Compensation Table for 2024

    (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 2024 in the "Summary Compensation Table for 2024." (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 2024." (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 2024, in the following aggregate amounts: $5,095,979 for Mr. Singh, $2,844,584 for Ms. Lunak, $94,500 for Mr. Cornish and $2,392,513 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 2024 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 8.50% in 2024. 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.

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

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

  92. Equity Awards

    | CEO PAY RATIO |

  93. Equity Awards

    | PAY VERSUS PERFORMANCE |

  94. 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 five most recently completed fiscal years.

  95. 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 five most recently completed fiscal years. The amount of compensation actually paid to the PEO and the average paid to the NEOs is directionally aligned with the Company's cumulative TSR and net income over the five-year period presented as a whole. For 2024, CAP was essentially flat to 2023 in spite of outperformance of TSR compared to the regional bank index as detailed on page 67 above and a year-over-year increase in net income. The charts above depict volatility in CAP, as well as its relationship to Company TSR and net income over the five year period presented. This is not unexpected given the high level of volatility in the operating environment over this same period. This five-year period was characterized by the onset and subsequent subsiding of the COVID-19 pandemic, quantitative easing and federal stimulus followed by a rapid rise in interest rates and quantitative tightening, and the banking liquidity crisis of early 2023. The volatility in the operating environment drove volatility in the Company's earnings and stock price. Given the significant equity-based component of PEO and other NEO compensation, volatility in the stock price also predicated volatility in CAP. Management's successful navigation of this sustained period of macro-environmental volatility was an important consideration in the Compensation Committee's decision making processes related NEO compensation.

  96. 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 above, directly impacted compensation actually paid as it was a performance measure used in determining the amount of AIP awards for 2023 and 2024. The level of NIDDA impacts the Company's long-term earnings performance and potential as it directly impacts the Company's cost of funds and the NIM, which in turn directly impact net income and EPS. This measure is also important because it is closely aligned with the Company's most significant current strategic priority, growing NIDDA. This metric is frequently discussed with the Company's shareholders, and we believe they consider it important to earnings potential and franchise value of the Company. The Company has consistently out-performed the broader $20 billion to $50 billion asset bank peer set with respect to growth in NIDDA. The Company grew NIDDA by 11% over 2024, compared to an average of 2% for the population of banks with between $20 billion and $50 billion in total assets. The Company's ratio of NIDDA to total deposits improved by 1.6% over this period, while this ratio for the same peer set declined by 1.5%. For the period 12/31/2019 (the start of the five year period presented in the charts above) to 12/31/2024, the Company's ratio of NIDDA to total deposits grew by 9.7%. In contrast, for the population of banks with assets ranging between $20 billion and $50 billion, this ratio decreased by 2.4%. Performance measures the Company considered most important to the determination of compensation actually paid for 2024 include (the measures in this list are not ranked): ■Ratio of NIDDA/Total Deposits ■Wholesale Funding Ratio ■Growth in tangible book value per share ■TSR ■The Compensation Committee's evaluation of management's execution of 2024 publicly disclosed near-term strategic priorities, particularly continual improvement in key profitability metrics, as discussed further on page 35 of this proxy statement

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

    | EQUITY COMPENSATION PLAN INFORMATION |

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

    The following table summarizes information, as of December 31, 2024, 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.

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

    | 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 | 1,546,768(1) | N/A | 1,679,655(2) | | Equity compensation plans not approved by securityholders | N/A | N/A | — | | Total | 1,546,768 | | 1,679,655 |

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

    (1) Includes 1,546,768 shares that may be issued pursuant to outstanding RSUs and PSUs granted under the Company's 2014 Omnibus Equity Incentive Plan and 2023 Omnibus Equity Incentive Plan. At the time of grant and throughout the vesting period, PSUs are reported at the maximum payout and adjusted at settlement based on the measurement of performance achievement. (2) Represents 1,679,655 shares of common stock that may be issued under the 2023 Plan.

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

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

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

    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 future 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 2025 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.

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

    | BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK |

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

    The following table sets forth certain information with respect to the beneficial ownership of the Company's equity securities as of the March 25, 2025 record date: (1) each person or entity, based on information contained in the most recently filed Schedules 13G filed with the SEC, who owns of record or beneficially more than 5% of any class of the Company's voting securities; (2) each of the Company's executive officers and directors; and (3) all of the Company's directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. To our knowledge, each shareholder will have sole voting and investment power with respect to the shares indicated as beneficially owned, unless otherwise indicated in a footnote to the following table. Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o BankUnited, Inc., 14817 Oak Lane, Miami Lakes, Florida 33016. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options, warrants, RSUs or other securities held by that person that are currently exercisable or exercisable or convertible within 60 days of March 25, 2025. We did not, however, deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

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

    | | Shares of Common Stock Beneficially Owned | | | Name of Beneficial Owner | Number | % | | Executive Officers, Directors and Director Nominees: | | | | Rajinder P. Singh(1) | 348,297 | * | | Thomas M. Cornish(2) | 129,938 | * | | Leslie N. Lunak(3) | 99,647 | * | | Rishi Bansal(4) | 36,979 | * | | Jay D. Richards(5) | 43,135 | * | | Kevin A. Malcolm(6) | 12,250 | * | | Tere Blanca (7) | 22,782 | * | | John N. DiGiacomo(8) | 13,482 | * | | Michael J. Dowling(9) | 22,782 | * | | Douglas J. Pauls(10) | 74,654 | * | | William S. Rubenstein(11) | 10,282 | * | | Germaine Smith Baugh, Ed.D.(12) | 6,453 | * | | Sanjiv Sobti, Ph.D.(13) | 21,782 | * | | Lynne Wines (14) | 20,782 | * | | All executive officers and directors as a group (14 persons) | 863,245 | * | | Greater than 5% Shareholders (Other than Executive Officers and Directors): | | | | BlackRock, Inc.(15) | 10,802,312 | 14.5% | | The Vanguard Group(16) | 9,202,637 | 12.4% | | State Street Corporation(17) | 4,592,209 | 6.2% | | Dimensional Fund Advisors LP(18) | 4,680,061 | 6.3% |

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

    (1) Includes 67,890 RSUs. (2) Includes 29,938 RSUs. (3) Includes 16,972 RSUs. (8) Includes 2,320 restricted shares. (9) Includes 2,320 restricted shares. (10) Includes 3,480 restricted shares and 31,000 shares held by the Pauls Family Foundation, for which Mr. Pauls serves as co-trustee. Mr. Pauls disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein. The address of the Pauls Family Foundation is 4055 Gnarled Oaks Lane, Johns Island, SC 29455. (11) Includes 2,320 restricted shares. (12) Includes 2,320 restricted shares. (13) Includes 2,320 restricted shares. (14) Includes 2,320 restricted shares. (15) Based on the most recent Schedule 13G dated as of December 31, 2023 filed with the SEC, BlackRock, Inc. and its affiliates are deemed to have beneficial ownership of 10,802,312 shares of common stock, including sole voting power over 10,656,673 shares and sole dispositive power over 10,802,312 shares. Based on the Schedule 13G dated as of December 31, 2023 filed with the SEC, the address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (16) Based on the last filed Schedule 13G dated as of December 29, 2023 filed with the SEC, The Vanguard Group is deemed to have beneficial ownership of 9,202,637 shares of common stock, including shared voting power over 74,945 shares, sole dispositive power over 9,047,102 shares and shared dispositive power over 155,535 shares. Based on the Schedule 13G dated as of December 29, 2023 filed with the SEC, the address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355. (17) Based on the most recent Schedule 13G dated as of December 31, 2023 filed with the SEC, State Street Corporation and its affiliates are deemed to have beneficial ownership of 4,592,209 shares of common stock, including shared voting power over 445,205 shares and shared dispositive power over 4,592,209 shares. Based on the Schedule 13G dated as of December 31, 2023 filed with the SEC, the address of State Street Corporation. is 1 Congress Street, Suite 1. Boston, MA 02114. (18) Based on the most recent Schedule 13G dated as of September 30, 2024 filed with the SEC, Dimensional Fund Advisors LP and its affiliates are deemed to have beneficial ownership of 4,680,061 shares of common stock, including sole voting power over 4,549,645 shares and sole dispositive power over 4,680,061 shares. Based on the Schedule 13G dated as of September 30, 2024 filed with the SEC, the address of Dimensional Fund Advisors LP. is 6300 Bee Cave Road, Building One, Austin, TX 78746.

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

    | Section 16(a) Beneficial Ownership Reporting Compliance |

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

    Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of the Company's common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC and the NYSE. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all reports that were required to be filed under Section 16(a) during 2024 were timely filed.

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

    | REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS |

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

    In order to submit shareholder proposals for the 2026 annual meeting of shareholders for inclusion in the Company's Proxy Statement pursuant to Rule 14a-8 promulgated under Section14(a) of the Exchange Act materials must have been received by the Corporate Secretary at the Company's principal office in Miami Lakes, Florida, no later than December 12, 2025. The proposals must comply with all of the requirements of SEC Rule 14a-8. Proposals should be addressed to: Corporate Secretary, BankUnited, Inc., 14817 Oak Lane, Miami Lakes, FL 33016. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion. The Company's Amended and Restated By-Laws also establish an advance notice procedure with regard to director nominations and shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that a shareholder instead wishes to present directly at an annual meeting. To be properly brought before the 2026 annual meeting of shareholders, a notice of the nomination or the matter the shareholder wishes to present at the meeting must be delivered to the Corporate Secretary at the Company's principal office in Miami Lakes, Florida (see above), not less than 90 or more than 120 days prior to the first anniversary of the date of this year's Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of the Company's Amended and Restated By-Laws (and not pursuant to Exchange Act Rule 14a-8) must be received no earlier than January 22, 2026, and no later than February 21, 2026. All director nominations and shareholder proposals must comply with the requirements of the Company's Amended and Restated By-Laws, a copy of which may be obtained at no cost from the Corporate Secretary of the Company. In addition to complying with the advance notice and other requirements of the Company's Amended and Restated By-Laws, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide timely notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 23, 2026. Other than the proposals described in this Proxy Statement, the Company does not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as proxy holders on the proxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason, any one or more of the Company's nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors. The chairman of the meeting may refuse to allow the transaction of any business not presented beforehand or made in compliance with the foregoing procedures, or to acknowledge the nomination of any person not made in compliance with the foregoing procedures.