DEF 14A of BankUnited, Inc., Apr 10, 2026

DEF 14A of BankUnited, Inc.

Filed Apr 10, 2026 · FY20250001504008-26-000037

Open on EDGAR

  1. Key Statistics about our Director Nominees

    Key Statistics about our Director Nominees ¹ By ethnicity/nationality The chart below summarizes the key skills, experiences and areas of expertise each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. Each nominee's biography describes these qualifications and relevant experience in more detail.

  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 Below is information on our director nominees, including their experience, qualifications, and the key skills considered by the NCG Committee in recommending them for election. The Committee believes this group reflects strong integrity, sound judgment, deep business expertise, and diverse perspectives that collectively support effective Board oversight.

  4. Biographical Information

    | RAJINDER P. SINGH | CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER | | | Age: 55 Director Since: July 2013 | Professional Experience: Mr. Singh is our Chairman, President and Chief Executive Officer and one of the founding organizers of our Company. He has served in various leadership roles since May 2009 and was appointed President and Chief Executive Officer in January 2017 and Chairman of the Board of Directors in January 2019. Mr. Singh previously served as Chief Operating Officer from October 2010 to January 2017 and as Head of Mortgage Banking and Corporate Development from 2009 to 2010. Earlier in his career, Mr. Singh held senior executive leadership positions at Invesco’s WL Ross & Co., Capital One Financial Corp., North Fork Bancorporation and FleetBoston Financial Corporation. Board Memberships and Other Leadership Roles: Mr. Singh serves on the Board of Directors of the Federal Reserve Bank of Atlanta and the Mid Size Bank Coalition of America. He served as Chairman of the Mid Size Bank Coalition of America in 2023 and as a member of the Federal Reserve’s Federal Advisory Council from 2020 through 2022, representing the Atlanta Region. | Board Qualifications: •Extensive banking and leadership experience • Regulatory, risk management and corporate governance expertise • Strategic planning experience Education: •B.S., Chemical Engineering, Indian Institute of Technology • M.B.A., Carnegie Mellon University |

  5. Biographical Information

    | TERE BLANCA | | | | Age: 65 Director Since: September 2013 Committees: Compensation Committee | Professional Experience: Ms. Blanca is the Founder, Chairman, and Chief Executive Officer of Blanca Commercial Real Estate, Inc., a commercial real estate services firm formed in 2009 and operating in Florida. Prior to founding Blanca Commercial Real Estate in 2009, Ms. Blanca served as Senior Managing Director for Cushman & Wakefield of Florida, Inc. and as Senior Vice President at Codina Realty Services, Inc. and ONCOR International. Board Memberships and Other Leadership Roles: Ms. Blanca serves on the Board of Governors of the Greater Miami Chamber of Commerce and previously served on the boards of The Miami Foundation and Miami Dade College Foundation, as well as as past Chair of City Year Miami and Miami‑Dade County’s official economic development agency, The Beacon Council. She also serves as Chair of the Advisory Board of the Urban Land Institute Southeast Florida and Caribbean District Council. | Board Qualifications: •Executive leadership experience •Commercial real estate market expertise and business community relationships Education: •B.B.A., International Marketing and Finance; M.B.A., University of Miami Honors: •“Top 100 Power Leaders,” “Ultimate CEO,” and “Most Influential Business Women” by the South Florida Business Journal • “Power Leader of the Year” and “Office Broker of the Year” by the Greater Miami Chamber of Commerce |

  6. Biographical Information

    | JOHN N. DIGIACOMO | | | | Age: 64 Director Since: August 2018 Committees: Audit Committee | Professional Experience: Mr. DiGiacomo joined our Board in August 2018. 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, he served as Senior Vice President and Corporate Controller of North Fork Bank, and from 1988 to 1990 as Vice President of Financial Planning of North Fork Bancorporation, Inc. Mr. DiGiacomo previously served as Vice President and Director of Finance of Long Island Mortgage from 1986 to 1988 and began his career at KPMG LLP. | Board Qualifications: •Banking and executive leadership experience •Deep understanding of accounting, financial reporting, regulations, compliance, and corporate governance Education: •B.A., Accounting, St. John’s University |

  7. Biographical Information

    | MICHAEL J. DOWLING | | | | Age: 76 Director Since: May 2013 Committees: Compensation Committee (Chair) | Professional Experience: Mr. Dowling is currently serving as Chief Executive Officer Emeritus of Northwell Health, New York State’s largest health care provider and private employer. He joined Northwell Health in 1995 and served as President and Chief Executive Officer from 2002 through October 2025, having previously served as Executive Vice President and Chief Operating Officer. Prior to joining Northwell Health, Mr. Dowling was a Senior Vice President at Empire Blue Cross/Blue Shield and served in New York State government for 12 years, including as Deputy Secretary to former Governor Mario M. Cuomo and Commissioner of the New York State Department of Social Services. Board Memberships and Other Leadership Roles: Mr. Dowling is a member of the Institute of Medicine of the National Academies of Science and has served on the boards of national and regional healthcare organizations, including the National Center for Healthcare Leadership, the Greater New York Hospital Association and the Healthcare Association of New York State. | Board Qualifications: •Executive leadership experience •Health care industry and public policy experience Education: •B.A., Philosophy and Economics, University College Cork •M.S.W., Fordham University •Honorary doctorate degrees from Queen’s University Belfast, University College Dublin, Fordham University and Hofstra University |

  8. Biographical Information

    | DOUGLAS J. PAULS | LEAD INDEPENDENT DIRECTOR | | | Age: 67 Director Since: May 2014 Committees: Risk Committee (Chair) Nominating and Corporate Governance Committee | Professional Experience: Mr. Pauls served as the Company’s Chief Financial Officer from 2009 to February 2013 and as Senior Advisor until December 2013. From 2008 to 2009, he served as Executive Vice President of Finance for TD Bank, N.A. following its acquisition of Commerce Bancorp. Prior to that, he held senior finance leadership roles at Commerce Bancorp, including Chief Financial Officer from 2002 until its acquisition by TD Bank. Earlier in his career, Mr. Pauls was a senior manager in the audit department of Ernst & Young. Board Memberships and Other Leadership Roles: Mr. Pauls has served on the Board of Directors of Essent Group Ltd. (NYSE: ESNT) since 2013, where he currently serves as Chairman of the Audit Committee, a member of the Compensation Committee and Nominating, Governance and Corporate Responsibility Committee. He has also served on the Board of Directors of Global Atlantic Financial Group LLC, including on several board committees. Mr. Pauls also serves on the Board of Trustees of Dickinson College. | Board Qualifications: •Extensive banking experience, including his previous service as our CFO • Deep understanding of financial statements, the financial and banking regulatory framework, and corporate governance Education: •B.A., Economics, Dickinson College |

  9. Biographical Information

    | WILLIAM S. RUBENSTEIN | | | | Age: 70 Director Since: August 2017 Committees: Risk Committee Compensation Committee | Professional Experience: Mr. Rubenstein is a retired partner of the New York law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where he served from September 1981 through December 2014 and became a partner in April 1989. Preceding his retirement, Mr. Rubenstein served as co‑head of the firm’s Financial Institutions Group. For more than ten years prior to his retirement from Skadden, he also served as a trustee of the firm’s pension plan and as 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 organization dedicated to improving educational opportunities and the delivery of health and social services for people in low‑income communities. | Board Qualifications: •Extensive experience as legal counsel representing financial institutions and their Boards of Directors • Deep understanding of financial reporting, banking regulatory and corporate governance matters Education: • B.A., Fairleigh Dickinson University • J.D., Benjamin N. Cardozo School of Law |

  10. Biographical Information

    | GERMAINE SMITH BAUGH, Ed. D. | | | | Age: 53 Director Since: May 2023 Committees: Nominating and Corporate Governance Committee | Professional Experience: Dr. Smith Baugh is the President and Chief Executive Officer of the Urban League of Broward County, a nationally affiliated not-for-profit organization, and has served in this role since 2002. In this capacity, she is responsible for the organization’s strategic direction, operations and financial administration, and oversees programs focused on economic development, workforce readiness and access to capital. Under her leadership, the Urban League has expanded its programming to include an Entrepreneurship Center and a Small Business Loan Fund, which is designated as a Certified Development Financial Institution (CDFI) by the U.S. Department of the Treasury and provides lending support to minority owned businesses across South Florida. Board Memberships and Other Leadership Roles: Dr. Smith Baugh has served on the boards and advisory councils of nonprofit and community based organizations focused on economic development, workforce readiness and access to capital, including organizations operating at the regional, state and national levels. | Board Qualifications: •Executive leadership and corporate governance experience •Active involvement within the business, political, and charitable communities Education: •B.A., Business Communication; M.S.W., Florida State University • Ed. D., Organizational Leadership, Nova Southeastern University • Graduate of Leadership Florida Class XXXIV |

  11. Biographical Information

    | SANJIV SOBTI, Ph.D. | | | | Age: 64 Director Since: May 2014 Committees: Audit Committee (Chair) Risk Committee | Professional Experience: Dr. Sobti has extensive experience in senior leadership roles at preeminent Wall Street firms and in the financial services industry. In 2007, he formed an independent consulting group and currently serves as a Venture Partner for Altai Ventures Fund II, a FinTech venture capital fund, and as a Venture Partner for Key1Capital, a Tel Aviv based generalist venture capital fund. From 2008 to 2021, Dr. Sobti served as a senior advisor to Credit Suisse. From 2001 through 2008, he was a Senior Managing Director of Bear, Stearns & Co. Inc., where he was appointed to the President’s Advisory Council and Fairness Opinion Committee, and from 1999 to 2001 served as a Managing Director at J.P. Morgan & Co. Board Memberships and Other Leadership Roles: Dr. Sobti is co-chair of the International Advisory Board of the University of Pennsylvania’s Center for the Advanced Study of India. He previously served as Chairman of the Board of Directors of FIRE Capital Fund Management from 2006 to 2011. | Board Qualifications: •Extensive experience in the financial and capital markets industry • Expertise in valuation analyses and capital markets transactions • Experience evaluating financial services businesses and complex financial instruments Education: •B.A., St. Stephen’s College, University of Delhi •M.B.A.; Ph.D., The Wharton School, University of Pennsylvania |

  12. Biographical Information

    | LYNNE WINES | | | | Age: 71 Director Since: August 2015 Committees: Nominating and Corporate Governance Committee (Chair) Audit Committee | Professional Experience: Ms. Wines served as President and Chief Executive Officer of First Southern Bank of Florida from July 2011 to May 2014, when the bank was acquired by CenterState. From January 2008 to June 2010, she served as President and Chief Operating Officer of CNL Bank, a statewide commercial bank. Ms. Wines previously served as President and Chief Executive Officer of Commercial Banking South Florida for Colonial Bank, N.A. from 2005 to 2007, and as President and Chief Executive Officer of Union Bank of Florida from 1999 until its acquisition by Colonial Bank, N.A. From 1986 to 1999, Ms. Wines held senior finance and operating leadership roles at Union Bank of Florida, including Controller, Chief Financial Officer and Chief Operating Officer. Board Memberships and Other Leadership Roles: Ms. Wines has served on the Board of Directors of the Florida Bankers Association, including a four‑year term. Her professional affiliations include Leadership Florida, the International Women’s Forum and Women’s Corporate Directors, and she previously served as a member of Broward Workshop. Ms. Wines has held senior civic and not-for-profit leadership roles, including serving as Commissioner of the Housing Authority of the City of Fort Lauderdale, Chairperson of United Way of Broward County, Chair of 211 Broward, Board Member of the Broward County Continuum of Care, and Senior Director of the Broward Business Council on Homelessness from 2018 to 2020. | Board Qualifications: •Extensive experience in banking and not-for-profit organizations •Deep understanding of financial statements, the financial/banking regulatory framework and corporate governance Education: •B.S., Nova Southeastern University •M.P.A., Public Administration Service Leadership, New York University •Honorary Doctorate, Nova Southeastern University •Harvard University Advanced Leadership Fellow |

  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 & CORPORATE GOVERNANCE |

  15. Biographical Information

    | Highlights |

  16. Biographical Information

    •Only independent directors serve on the Audit, Risk, Compensation, and Nominating and Corporate Governance committees of the Board •Directors and named executive officers (“NEOs”) are required to hold Company stock •Board and Board committee performance evaluations are completed annually •We consider diversity of skills, backgrounds, and perspectives, including diversity with respect to gender, ethnicity and areas of expertise, in Board composition •Our directors bring diverse skills and experience aligned with the Company's strategy, supporting effective Board oversight •The Board and its committees have access to independent experts and advisors •The Compensation Committee utilizes the services of an independent compensation consultant •Ongoing risk oversight is performed by the Risk Committee

  17. Biographical Information

    | Our Board of Directors |

  18. Biographical Information

    The Board of Directors provides oversight and strategic direction for the Company and monitors the performance of executive management, while day-to-day operations are managed by the executive team. The Board’s mission is to maximize long-term shareholder value by setting key policies and risk appetite, evaluating senior leadership, and overseeing strategy execution and risk management.

  19. Biographical Information

    | Director Independence |

  20. Biographical Information

    The NYSE listing standards require a majority of the Board directors to be independent. The Board 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 Corporate Governance Guidelines, and which are aligned with NYSE listing standards. Our Board 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 April 2026, 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.

  21. Biographical Information

    | Board Leadership Structure |

  22. Biographical Information

    The Board of Directors has oversight over the Company's business and affairs to ensure that these 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 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.

  23. Biographical Information

    | Lead Independent Director |

  24. 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 Corporate Governance Guidelines •Assisting the NCG Committee and the CEO in the identification and evaluation of director candidates •Communicating, as appropriate, with our primary bank regulators •Participating with management in shareholder engagement meetings and sharing feedback with the full Board (see "Shareholder Engagement & Value Creation" for information on our shareholder engagement program) 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-employee 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.

  25. Biographical Information

    | Board & Board Committee Performance Evaluations |

  26. 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.

  27. Sustainable Finance Activities

    | Director Compensation |

  28. Cash-Based Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | Total ($) | | Tere Blanca | 70,000 | 70,031 | 140,031 | | John N. DiGiacomo | 95,000 | 70,031 | 165,031 | | Michael J. Dowling | 95,000 | 70,031 | 165,031 | | Douglas J. Pauls | 130,000 | 105,046 | 235,046 | | William S. Rubenstein | 95,000 | 70,031 | 165,031 | | Germaine Smith Baugh, Ed.D. | 70,000 | 70,031 | 140,031 | | Sanjiv Sobti, Ph.D. | 155,000 | 70,031 | 225,031 | | Lynne Wines | 120,000 | 70,031 | 190,031 |

  29. Compensation Discussion & Analysis Roadmap

    | EXECUTIVE SUMMARY | 35 | OTHER ELEMENTS OF COMPENSATION | 58 | | 2025 Performance vs. Commitments | 36 | | | | Shareholder Value Creation | 37 | OTHER CONSIDERATIONS | 59 | | Business Model Differentiator | 38 | Equity Ownership Requirement | 59 | | Linking Performance to Compensation Decisions | 39 | Compensation Recovery Policy | 60 | | Compensation Philosophy & Objectives | 40 | Policies on Timing of Option Awards | 60 | | Best Practices in Executive Compensation | 40 | Anti-Hedging & Anti-Pledging of Company Securities | 60 | | Say-on-Pay Vote Results | 41 | Tax Implications | 60 | | | | Compensation Risk Assessment | 61 | | HOW COMPENSATION DECISIONS ARE MADE | 41 | | | | | | COMPENSATION COMMITTEE REPORT | 62 | | COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 44 | | | | 2025 Compensation Outcomes at a Glance | 44 | COMPENSATION TABLES | 63 | | Key Components of our Executive Compensation Program | 44 | Summary Compensation Table for 2025 | 63 | | Target Pay Mix Emphasizes Performance-Based Compensation | 45 | 2025 Grants of Plan-Based Awards | 64 | | 2025 Performance Year Targeted Pay Mix | 45 | Outstanding Equity Awards at Fiscal Year-End | 65 | | 2025 Base Salaries | 45 | Vesting of Restricted Shares, Restricted Share Units & Performance Share Units | 66 | | 2025 Annual Incentive Awards (AIP) | 46 | Nonqualified Deferred Compensation | 67 | | Long-Term Incentive Plan (LTIP) | 46 | Potential Payments Upon Termination or Change-in-Control | 67 | | | | Equity Awards | 70 |

  30. Best Practices in Executive Compensation

    | WHAT WE DO | WHAT WE DON'T DO | | ✓ Use an independent compensation consultant to advise on executive compensation matters | • Do not have compensation programs that encourage unnecessary and excessive risk taking | | ✓ Design compensation programs to drive long-term performance | • No income tax or excise tax gross-ups | | ✓ 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 awards 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 | |

  31. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Pursuant to its charter, the Compensation Committee may retain, and receive advice from, an independent compensation consultant and other advisors. In doing so, the Compensation Committee considers the advisor’s independence from management, including the factors required under the NYSE Corporate Governance Standards, subject to applicable exceptions. The Compensation Committee is responsible for the appointment, compensation, and oversight of any advisor it retains, and the Company provides appropriate funding for such advisors. The Compensation Committee has retained Pay Governance as its independent compensation consultant. The consultant assists the Compensation Committee in evaluating executive compensation program design, peer benchmarking, performance metric selection, and market practices, and provides advice regarding compensation programs for the Company’s NEOs. Pay Governance does not provide any other services to the Company.

  32. Compensation Peer Group

    Compensation Peer Group The Compensation Committee reviews the compensation and performance practices of a peer group of comparable financial institutions, identified by its independent consultant, Pay Governance LLC, and selected in consultation with the Compensation Committee. In evaluating and updating the peer group, the Compensation Committee considers factors such as size, business model, balance sheet and funding profile, geographic footprint, competitive landscape and peers commonly referenced by proxy advisor firms. Peer data serves as a reference point to inform the Compensation Committee’s judgment, and the Company does not target compensation at a specific level relative to the peer group; rather, peer compensation levels are considered as one of several factors in evaluating executive compensation. The Compensation Committee retains discretion to adjust compensation outcomes based on Company performance, individual performance and other relevant qualitative considerations. The Compensation Committee reviewed the peer group, in consultation with its independent compensation consultant, in connection with the Company’s 2025 incentive awards. For the 2025 performance year, the Compensation Committee approved the addition of Eastern Bankshares, Inc. and United Community Banks, Inc., while retaining the remaining existing peers. The 18 members of the Company’s 2025 compensation peer group are listed below, which the Compensation Committee uses as a reference point in evaluating executive compensation practices and performance.

  33. Compensation Peer Group

    | Company | Assets | Deposits | Net Income | Market Cap | Total Employees | State | | Ameris Bancorp | $27,516 | $22,376 | $412 | $5,226 | 2,673 | GA | | Associated Banc-Corp | $45,203 | $35,553 | $475 | $4,309 | 4,000 | WI | | BOK Financial Corporation | $52,238 | $39,435 | $578 | $7,503 | 5,034 | OK | | Cadence Bank | Acquired by Huntington Bancshares Inc. on February 2, 2026 | | | | | | | Eastern Bankshares, Inc | $30,587 | $25,471 | $88 | $4,291 | 2,349 | MA | | F.N.B. Corporation | $50,229 | $38,759 | $565 | $6,204 | 4,205 | PA | | Fulton Financial Corporation | $32,118 | $26,589 | $392 | $3,542 | 3,400 | PA | | Hancock Whitney Corporation | $35,473 | $29,280 | $486 | $5,405 | 3,627 | MS | | Pinnacle Financial Partners, Inc. | $57,706 | $47,397 | $642 | $7,568 | 3,709 | GA | | Prosperity Bancshares, Inc. | $38,463 | $28,482 | $543 | $6,682 | 3,941 | TX | | SouthState Corporation | $67,197 | $55,146 | $799 | $9,506 | 6,292 | FL | | Synovus Financial Corp. | Merged with Pinnacle Financial Partners, Inc. on January 2, 2026 | | | | | | | Texas Capital Bancshares, Inc. | $31,540 | $26,449 | $330 | $4,270 | 1,785 | TX | | UMB Financial Corporation | $73,094 | $60,657 | $702 | $8,892 | 5,222 | MO | | United Bankshares, Inc. | $33,660 | $27,061 | $465 | $5,462 | 2,694 | WV | | United Community Bank, Inc. | $28,003 | $23,798 | $328 | $3,875 | 3,070 | SC | | Valley National Bancorp | $64,133 | $52,183 | $598 | $6,566 | 3,675 | NJ | | Webster Financial Corporation | $84,074 | $68,760 | $1,003 | $10,224 | 4,550 | CT |

  34. Compensation Peer Group

    ¹ $ in thousands; data provided by S&P Capital IQ

  35. Compensation Peer Group

    | COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |

  36. Key Components of our Executive Compensation Program

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

  37. 2025 Base Salaries

    | 2025 ANNUAL INCENTIVE PLAN (AIP) |

  38. 2025 AIP Results

    2025 AIP Results For 2025, the Compensation Committee approved annual incentive payouts reflecting performance that exceeded established targets for key financial metrics and strong execution against strategic priorities. As summarized below, both quantitative financial metrics were achieved at maximum performance levels, and the strategic component was approved at maximum based on the Committee’s assessment of overall execution.

  39. AIP at a Glance (Weighting & Scorecard)

    AIP at a Glance (Weighting & Scorecard)

  40. 2025 AIP Scorecard

    2025 AIP Scorecard

  41. 2025 AIP Scorecard

    | Metric | Weight | Threshold | Target | Max | Actual | Payout Result | | NIDDA as % of Total Deposits | 35% | ≥25.0% | ≥27.0% | ≥29.0% | 31.0% | Max (200%) | | Ending Net Interest Margin (Q4) | 35% | ≥2.70% | ≥2.85% | ≥3.00% | 3.06% | Max (200%) | | Strategic Objectives (Qualitative) | 30% | Committee assessment | Committee assessment | Committee assessment | — | Max (200%) |

  42. 2025 AIP Scorecard

    ¹ NIDDA includes accounts that participate in certain rebate and commission programs that are classified as NIDDA ² Performance between threshold and target and between target and maximum is interpolated on a linear basis for all metrics

  43. AIP Award Opportunity

    AIP Award Opportunity The following table shows threshold, target and maximum award opportunities under the AIP for the participating NEOs.

  44. 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 |

  45. AIP Award Opportunity

    For the financial metrics, the Compensation Committee established threshold, target and maximum performance levels. Performance below threshold results in no payout for that metric; performance at threshold, target and maximum results in payouts of 50%, 100% and 200% of target, respectively, with linear interpolation between levels.

  46. Financial Performance Metrics (70%)

    Financial Performance Metrics (70%) The following table summarizes the two financial performance metrics for 2025 and the rationale for selecting each metric.

  47. Financial Performance Metrics (70%)

    | Financial Performance Metrics - 70% | | | | | Weight | Metric | Description | Rationale | | 35% | Ratio of NIDDA to Total Deposits | Total non-interest bearing demand deposits as a percentage of total deposits at December 31, 2025 Threshold performance ≥ 25% Target performance ≥ 27% Maximum performance ≥ 29% | Improving the funding profile is a key strategic priority and supports enhanced profitability and franchise value. NIDDA is a core indicator of funding quality and aligns with the Company’s strategic focus. | | 35% | Ending Net Interest Margin | Net interest margin as reported for the fourth quarter ended December 31, 2025 Threshold performance ≥ 2.70% Target performance ≥ 2.85% Maximum performance ≥ 3.00% | Ending NIM reflects progress in improving core profitability through balance sheet repositioning and funding mix improvements and is a key indicator monitored by management and investors. |

  48. 2025 AIP Payout

    2025 AIP Payout The 2025 AIP awards for Mr. Singh, Mr. Cornish, Mr. Bansal and Ms. Lunak are set forth below. The aggregate payout under the AIP totaled 200% of target, representing the maximum payout level under the plan.

  49. 2025 AIP Payout

    | 2025 Annual Incentive Plan Payout | | | | | | NEO | Target AIP | 70% Financial Metrics (NIDDA and Ending NIM) Performance Achieved at Maximum Level (200% of Target) | 30% Strategic Objectives Performance Achieved at Maximum Level (200% of Target) | Total Payout | | Rajinder P. Singh | $1,575,000 | $2,205,000 | $945,000 | $3,150,000 | | Thomas M. Cornish | $992,250 | $1,389,150 | $595,350 | $1,984,500 | | Leslie N. Lunak | $459,375 | $643,125 | $275,625 | $918,750 | | Rishi Bansal | $472,500 | $661,500 | $283,500 | $945,000 |

  50. Chief Financial Officer Determination (James G. Mackey)

    | LONG-TERM INCENTIVE PLAN (LTIP) |

  51. Long‑Term Incentive Compensation Overview

    Long‑Term Incentive Compensation Overview The Company’s Long‑Term Incentive Plan (“LTIP”) is designed to align executive compensation with long‑term shareholder value creation, reinforce retention of key executives, and promote sustained performance over multi‑year periods. LTIP awards balance performance‑based incentives with retention‑focused considerations equity to ensure that a significant portion of executive compensation is tied to long‑term results and shareholder outcomes. LTIP awards are delivered through a combination of performance‑based share units (“PSUs”) and time‑based restricted share units (“RSUs”), with vesting outcomes dependent on either the achievement of pre‑established multi‑year performance objectives and/or continued service. For 2025, Mr. Richards and Mr. Mackey did not participate in the LTIP and were instead eligible for equity awards under a separate equity program, as described below.

  52. Time‑Based Awards – Restricted Share Units (RSUs)

    Time‑Based Awards – Restricted Share Units (RSUs) RSUs are granted annually to support executive retention and long‑term alignment with shareholders. RSUs vest based solely on continued service and do not include performance conditions. RSUs granted in 2025 generally vest ratably over a three‑year period following the grant date. Dividend equivalents accrue on RSUs and are paid upon vesting. In 2025, the Compensation Committee granted time‑based RSUs to the NEOs as part of the Company’s long‑term incentive program to support retention and long‑term alignment with shareholders. The table below summarizes the RSU awards granted to the named executive officers in 2025.

  53. Time‑Based Awards – Restricted Share Units (RSUs)

    | Named Executive Officer | Grant Date | RSUs Granted | Grant Date Fair Value ($) | Vesting Schedule | | Rajinder P. Singh | 4/24/2025 | 44,829 | $1,509,392 | Vests in three equal annual installments on December 31 of 2025, 2026 and 2027 | | Thomas M. Cornish | 4/24/2025 | 19,770 | $665,656 | Vests in three equal annual installments on December 31 of 2025, 2026 and 2027 | | Leslie N. Lunak | 4/24/2025 | 11,208 | $377,373 | Vests in three equal annual installments on December 31 of 2025, 2026 and 2027 | | Rishi Bansal | 4/24/2025 | 11,656 | $392,458 | Vests in three equal annual installments on December 31 of 2025, 2026 and 2027 |

  54. Time‑Based Awards – Restricted Share Units (RSUs)

    1 Upon Ms. Lunak’s retirement effective January 2, 2026, 7,472 of the 11,208 RSUs granted in April 2025, along with any other outstanding and unvested RSU's, were forfeited in accordance with the applicable award agreements and Ms. Lunak's Transition and Advisory Services Agreement

  55. Performance‑Based Awards – Performance Share Units (PSUs)

    Performance‑Based Awards – Performance Share Units (PSUs) PSUs are designed to reward executives for sustained performance over multi‑year performance periods and to align long‑term incentive outcomes with shareholder value creation. PSU payouts are determined based on the Company’s performance relative to peers and against absolute performance objectives established by the Compensation Committee at the time of grant. PSUs are granted as a target number of units, and the number of units ultimately earned may range from 0% to 200% of target, based on performance results. PSU awards may be settled in cash or shares, at the discretion of the Compensation Committee.

  56. 2025 PSU Grants – Performance Design & Metrics

    2025 PSU Grants – Performance Design & Metrics Performance Period & Weighting. PSUs granted in 2025 are subject to a three‑year performance period from January 1, 2025 through December 31, 2027. Payouts are based on a combination of relative performance metrics (75%) and absolute performance metrics (25%), as established by the Compensation Committee at the time of grant. The Compensation Committee reviewed and refined the 2025 PSU design, including metric selection and weightings, in consultation with its independent compensation consultant, Pay Governance LLC. Metric Structure. The 2025 PSU awards are earned based on four performance metrics: three equally-weighted relative performance criteria (25% each) and one absolute performance criterion (25%). 2025 PSU Design Weighting. 2025 PSU awards are weighted 75% toward peer‑relative performance metrics and 25% toward absolute performance metrics, as established at the time of grant.

  57. How PSU Payouts Are Determined

    How PSU Payouts Are Determined Relative Performance Component (75%). The Company’s performance for each relative metric is ranked against the applicable peer group, and the Average Percentile Ranking (“APR”), which represents the average percentile ranking across the three relative metrics determines the payout for this portion of the award. A target payout requires performance at the median (50th percentile), and payout levels range from 0% (below the 25th percentile) to 200% of target (at or above the 75th percentile), as shown below.

  58. How PSU Payouts Are Determined

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

  59. How PSU Payouts Are Determined

    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. Absolute Performance Component (25%). The absolute performance component is measured against predetermined threshold, target and maximum performance levels established at the time of grant. For this component, performance is measured against specific quantitative criteria rather than peer rankings, and payout levels range from 50% to 200% of target, as shown below.

  60. How PSU Payouts Are Determined

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

  61. 2025 PSU Performance Metrics & Rationale

    2025 PSU Performance Metrics & Rationale The following chart details the performance metrics established by the Compensation Committee for the 2025 PSU awards, including the rationale for each metric and the methodology for evaluating performance.

  62. 2025 PSU Performance Metrics & Rationale

    | Relative Performance Criteria - 75% | | | | | Weight | Metric | Description | Rationale | | 25% | Relative Performance Criteria – Relative average three-year improvement in Cost of Deposits | The average improvement in the Company’s cost of deposits over the three-year performance period, measured relative to the banks in the applicable compensation peer group using the APR method. | Funding cost discipline is central to improving core profitability and earnings durability. This metric is intended to measure management’s effectiveness in improving deposit cost performance relative to peers. | | 25% | 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. | | 25% | 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. |

  63. 2025 PSU Performance Metrics & Rationale

    | Absolute Performance Criteria - 25% | | | | | Weight | Metric | Description | Rationale | | 25% | Absolute Performance Criteria- Employee Retention | 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. |

  64. 2025 PSU Performance Metrics & Rationale

    | Threshold, Target and Maximum performance levels for PSUs Granted in 20251 | | | | | | | | | 25th Percentile | | 50th Percentile | | 75th Percentile | | | NEO | Threshold | Threshold Shares | Target | Target Shares | Maximum | Maximum Shares | | Rajinder P. Singh | $754,688 | 22,415 | $1,509,375 | 44,829 | $3,018,750 | 89,657 | | Thomas M. Cornish | $332,818 | 9,885 | $665,635 | 19,770 | $1,331,270 | 39,539 | | Leslie N. Lunak | $188,672 | 5,604 | $377,344 | 11,208 | $754,688 | 22,415 | | Rishi Bansal | $196,219 | 5,828 | $392,438 | 11,656 | $784,876 | 23,311 |

  65. 2025 PSU Performance Metrics & Rationale

    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 April 24, 2025

  66. Why Two PSU Cycles Settled in 2025

    Why Two PSU Cycles Settled in 2025 In 2025, two previously granted PSU award cycles were completed as a result of the Company’s transition from a four‑year to a three‑year LTIP performance period. PSUs granted in 2022 had a four‑year performance period, while PSUs granted in 2023 reflected the updated three‑year design. Accordingly, both performance periods concluded on December 31, 2025, and the related awards were evaluated and settled following the Compensation Committee’s March 2026 meeting.

  67. Recently Completed PSU Performance Cycles

    Recently Completed PSU Performance Cycles

  68. 2022 PSUs (Performance Period: January 1, 2022 – December 31, 2025)

    2022 PSUs (Performance Period: January 1, 2022 – December 31, 2025) PSUs granted in 2022 were subject to a four‑year performance period and were evaluated based on three equally-weighted relative performance metrics: relative growth in tangible book value per share, relative net charge‑off ratio, and relative total shareholder return. Based on relative performance across the applicable metrics, the Compensation Committee approved a payout equal to 58.87% of target.

  69. 2022 PSUs (Performance Period: January 1, 2022 – December 31, 2025)

    | Weight | Metric | Description | Rationale | BankUnited | Percentile Ranking | | 33.3% | Relative Performance Criteria- Relative CAGR of tangible book value per share | CAGR of tangible book value per share for the four- year performance measurement period, ranked relative to the defined peer group using an average percentile ranking methodology. | This metric incentivizes sustained balance‑sheet growth and long‑term value creation relative to peers. | 3.81% | 9.70% | | 33.3% | Relative Performance Criteria- Relative net charge-off ratio | Net charge-offs as a percentage of average loans over the four-year performance measurement period, ranked relative to the defined peer group using an average percentile ranking methodology. | This metric reinforces disciplined credit risk management and asset quality performance relative to peers. | 0.19% | 21.00% | | 33.3% | Relative Performance Criteria- Relative four-year TSR | Total stock return, including dividends, over the four‑year performance measurement period, ranked relative to banks included in the KBW Regional Bank Index using an average percentile ranking methodology. | 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 shareholders. | 26.07% | 57.60% | | Average Percentile Ranking | | | | | 29.43% |

  70. 2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025)

    2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025) PSUs granted in 2023 reflected the Company’s updated three‑year LTIP design, which incorporated both peer‑relative performance metrics (75%) and absolute strategic objectives (25%). Based on performance across all applicable metrics, the Compensation Committee approved a payout equal to 149.49% of target.

  71. 2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025)

    | Relative Performance Criteria - 75% | | | | | | | Weight | Metric | Description | Rationale | BankUnited | Percentile Ranking | | 37.5% | Relative Performance Criteria- Improvement in the Uninsured Deposits Ratio | Ratio of total uninsured deposits to total deposits for the three years in the performance measurement period, ranked relative to the defined peer group using an average percentile ranking methodology. | This metric supports the Company’s focus on strengthening deposit quality and funding stability, a priority in 2023 when this measure was established. | 13.52% | 92.60% | | 37.5% | Relative Performance Criteria- Relative three-year TSR | Total stock return, including dividends, over the three‑year performance period ending December 31, 2025, measured relative to banks in the KBW Regional Bank Index using the APR method. | Inclusion of this metric in our performance‑based LTIP helps ensure alignment of the interests of our executive management team with those of our shareholders. | 133% | 96.30% | | Average Percentile Ranking | | | | | 94.45% |

  72. 2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025)

    The absolute performance component of the 2023 PSU awards was based on pre‑established quantitative performance measures aligned with the Company’s strategic priorities. Performance for the absolute component was evaluated over the three‑year performance period, and results contributed to the overall PSU payout in accordance with the established performance criteria described below.

  73. 2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025)

    | Absolute Performance Criteria - 25% | | | | | Weight | Metric | Description | Rationale | | 12.5% | Total Loan Commitments + Total Deposits in New Geographies Deposits Ratio | Aggregate growth in total loan commitments and total deposits in selected new geographies, including Atlanta, measured over the three year performance period, against pre‑established threshold, target, and maximum performance levels. | Expansion into selected new geographies is a key strategic initiative for the Company and has been consistently discussed with shareholders. Inclusion of this metric measures management’s execution against approved strategic growth objectives. | | 12.5% | Employee Retention | Average annual voluntary turnover rate (excluding normal retirements) for high performing employees at the Senior Vice President level and above, measured over the three year performance period, against pre‑established threshold, target, and maximum performance level. | Retention of high performing leadership is critical to long term value creation and execution of the Company’s strategy. This metric incentivizes sustained focus on talent development and leadership stability. |

  74. 2023 PSUs (Performance Period: January 1, 2023 – December 31, 2025)

    Based on performance achieved over the three‑year performance period, the absolute performance component contributed to the overall 2023 PSU payout in accordance with the Compensation Committee’s pre‑established performance criteria.

  75. Chief Financial Officer Long‑Term Incentive Eligibility (James G. Mackey)

    Chief Financial Officer Long‑Term Incentive Eligibility (James G. Mackey) In connection with his appointment as Chief Financial Officer effective November 2025, Mr. Mackey’s long‑term incentive opportunity for the 2025 service year was established pursuant to the terms of his employment offer letter, as approved by the Board. Due to his mid‑year start date, his long‑term incentive structure for 2025 differed from that of the other NEOs, and he was eligible to participate in the Company’s discretionary equity program, subject to proration and Compensation Committee approval. Under the terms of his offer letter, Mr. Mackey’s annual target long‑term equity award opportunity for the 2025 performance year was $800,000, to be granted in 2026. Any award granted in respect of the 2025 performance year was prorated based on his start date. On April 1, 2026, the Compensation Committee approved a grant of 8,858 RSU’s to Mr. Mackey, with a grant date fair value of $400,000, representing the prorated portion of his target discretionary equity opportunity for the 2025 performance year. The RSUs vest in three equal annual installments on December 31 2026, 2027 and 2028, subject to Mr. Mackey’s continued service. As described in the Summary Compensation Table, Mr. Mackey also received a sign‑on award of RSUs with a grant date value of $1,000,013 pursuant to his offer letter. The Company expects to report the April 2026 RSU grant in the Summary Compensation Table and the 2026 Grants of Plan‑Based Awards table in its 2027 Proxy Statement. Effective January 1, 2026, Mr. Mackey participates in the Long‑Term Incentive Plan applicable to the Company’s other NEOs, subject to the terms and conditions of that program and Compensation Committee approval.

  76. 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."

  77. Limited Severance Arrangements

    | OTHER CONSIDERATIONS |

  78. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following summary compensation table sets forth the total compensation paid or accrued for the years 2023, 2024, and 2025 to our NEOs.

  79. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(3) | Stock Awards ($)(4)(5)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($) | Total ($) | | Rajinder P. Singh | 2025 | 1,050,000 | — | 3,018,785 | 3,150,000 | 218,390(8) | 7,437,175 | | Chairman, President and Chief Executive Officer | 2024 | 1,050,000 | — | 3,018,792 | 2,362,500 | 185,648 | 6,616,940 | | | 2023 | 1,050,000 | — | 3,018,764 | 1,724,625 | 169,062 | 5,962,451 | | Leslie N. Lunak(1) | 2025 | 525,000 | — | 754,747 | 918,750 | 15,750(9) | 2,214,247 | | Chief Financial Officer (through November 2025) | 2024 | 525,000 | — | 754,712 | 689,063 | 15,525 | 1,984,300 | | | 2023 | 525,000 | — | 754,713 | 503,016 | 14,850 | 1,797,579 | | James G. Mackey(2) | 2025 | 229,615 | 400,000 | 1,000,013 | — | 160,333(9) | 1,789,961 | | Chief Financial Officer (effective November 2025) | | | | | | | | | Thomas M. Cornish | 2025 | 661,500 | — | 1,331,312 | 1,984,500 | 15,750(9) | 3,993,062 | | Chief Operating Officer | 2024 | 661,500 | — | 1,331,288 | 1,488,375 | 15,525 | 3,496,688 | | | 2023 | 661,500 | — | 1,331,286 | 1,086,514 | 17,139 | 3,096,439 | | Rishi Bansal | 2025 | 472,500 | — | 784,915 | 945,000 | 15,750(9) | 2,218,165 | | Chief Investment Officer BankUnited, N.A. | 2024 | 472,500 | — | 784,896 | 708,750 | 15,525 | 1,981,671 | | | 2023 | 472,500 | — | 784,898 | 517,388 | 14,850 | 1,789,636 | | Jay D. Richards | 2025 | 425,000 | 450,000 | 507,330 | — | 15,750(9) | 1,398,080 | | Chief Risk Officer BankUnited, N.A. | 2024 | 425,000 | 400,000 | 340,990 | — | 15,525 | 1,181,515 | | | 2023 | 420,833 | 350,000 | 460,070 | — | 14,850 | 1,245,753 |

  80. Summary Compensation Table for 2025

    (1)Ms. Lunak served as Chief Financial Officer until November 2025, when she transitioned to the Executive Advisor role until her retirement in January 2026. (2)Mr. Mackey's base salary is $600,000. In connection with his hiring in August 2025, Mr. Mackey was awarded 26,810 restricted share units with a grant date fair value of $1,000,013. The units will vest on each of the first three anniversaries of the date of grant. Mr. Mackey was appointed Chief Financial Officer of the Company on November 10, 2025. (3)For Mr. Richards, who does not participate in the AIP program that is designed for our other NEOs, the amount reported for 2025 represents an incentive bonus earned for performance in 2025 and paid during the first quarter of 2026. For Mr. Mackey, the amount reflects a pro-rated 2025 cash incentive award earned for performance in 2025 and paid during the first quarter of 2026 pursuant to his employment offer. (4)Amounts shown do not reflect the compensation actually realized in 2025 by the NEOs. Instead, amounts represent the aggregate grant date fair value of RSUs, PSUs and RSAs granted to the NEOs during 2025 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, 2025. (5)On April 24, 2025, the Compensation Committee awarded Mr. Singh 44,829 RSUs and 44,829 PSUs, Mr. Cornish 19,770 RSUs and 19,770 PSUs, Ms. Lunak 11,208 RSUs and 11,208 PSUs and Mr. Bansal 11,656 RSUs and 11,656 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 Mr. Singh would have had a grant date fair value of $3,018,785 (as opposed to the target grant date fair value of $1,509,392 included above); Mr. Cornish would have had a grant date fair value of $1,331,312 (as opposed to the target grant date fair value of $665,656 included above); Ms. Lunak would have had a grant date fair value of $754,747 (as opposed to the target grant date of $377,373 included above); and Mr. Bansal would have had a grant date fair value of $784,915 (as opposed to the target grant date of $392,458 included above). (6)The restricted share awards included in the table above for Mr. Richards, who 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 restricted share awards generally appear in the Summary Compensation Table for the year after the performance year upon which they were based. On March 1, 2025, Mr. Richards was awarded 13,500 restricted shares to reward his performance in the 2024 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 2026 for his performance in the 2025 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 2027 annual meeting of shareholders. (7)For each of Mr. Singh, Mr. Cornish, Mr. Bansal and Ms. Lunak the amounts reported reflect a performance-based cash incentive award earned for performance in 2025 under the AIP and paid in the first quarter of 2026. (8)Includes contributions of $15,750 and $137,813 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, $35,542 for personal use of a company paid driver, $12,854 for personal use of the Company's aircraft and $2,213 representing annual service cost recorded by the Company related to Mr. Singh's split-dollar life insurance arrangement. The amounts reported for perquisites represent the aggregate incremental cost to the Company, which includes only the direct, variable costs incurred in connection with providing the benefit and excludes fixed costs that would have been incurred regardless of such usage. (9)Represents a contribution of $15,750 made by the Company on behalf of each of Mr. Cornish, Mr. Bansal, Mr. Richards and Ms. Lunak to our 401(k) plan. For Mr. Mackey, a contribution of $10,333 was made by the Company on behalf of Mr. Mackey to our 401(k) plan. Mr. Mackey also received a one-time relocation bonus of $150,000 in connection with his hire. The following table sets forth certain information with respect to the plan-based awards granted to each of our NEOs during 2025.

  81. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  82. 2025 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)(5) | Grant Date Fair Value of Stock Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rajinder P. Singh | 4/24/2025 | 4/24/2025 | 787,500 | 1,575,000 | 3,150,000 | — | — | — | — | — | | | 4/24/2025 | 4/24/2025 | — | — | — | 22,415 | 44,829 | 89,657 | — | 1,509,392 | | | 4/24/2025 | 4/24/2025 | — | — | — | — | — | — | 44,829 | 1,509,392 | | Leslie N. Lunak | 4/24/2025 | 4/24/2025 | 229,688 | 459,375 | 918,750 | — | — | — | — | — | | | 4/24/2025 | 4/24/2025 | — | — | — | 5,604 | 11,208 | 22,415 | — | 377,373 | | | 4/24/2025 | 4/24/2025 | — | — | — | — | — | — | 11,208 | 377,373 | | James G. Mackey | 8/20/2025 | 8/20/2025 | — | — | — | — | — | — | 26,810 | 1,000,013 | | Thomas M. Cornish | 4/24/2025 | 4/24/2025 | 496,125 | 992,250 | 1,984,500 | — | — | — | — | — | | | 4/24/2025 | 4/24/2025 | — | — | — | 9,885 | 19,770 | 39,539 | — | 665,656 | | | 4/24/2025 | 4/24/2025 | — | — | — | — | — | — | 19,770 | 665,656 | | Rishi Bansal | 4/24/2025 | 4/24/2025 | 236,250 | 472,500 | 945,000 | — | — | — | — | — | | | 4/24/2025 | 4/24/2025 | — | — | — | 5,828 | 11,656 | 23,311 | — | 392,458 | | | 4/24/2025 | 4/24/2025 | — | — | — | — | — | — | 11,656 | 392,458 | | Jay D. Richards | 3/1/2025 | 2/19/2025 | — | — | — | — | — | — | 13,500 | 507,330 |

  83. 2025 Grants of Plan-Based Awards

    (1)Amounts represent threshold, target and maximum non-equity incentive plan awards under the AIP for 2025. Additional information on performance metrics and payout calculations are included in "Compensation Discussion and Analysis - 2025 Annual Incentive Awards". The AIP awards were paid out in the first quarter of 2026. 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, 2025 through December 31, 2027. 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 or declared 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 Mr. Singh, Mr. Cornish and Bansal and Ms. Lunak, subject to continued employment at the time of vesting (unless otherwise provided in an applicable agreement), one-third of the RSUs vested on December 31, 2025 and the unvested portion of the awards will vest in equal installments on December 31, 2026 and December 31, 2027. 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 or declared 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)On August 20, 2025, Mr. Mackey was awarded 26,810 RSUs under the 2023 Plan. The RSUs are scheduled to vest in equal annual installments on August 20, 2026, 2027 and 2028, subject to continued employment through the applicable vesting dates (unless otherwise provided in an applicable agreement). Mr. Mackey will be eligible to receive a dividend award in an amount equal to the dividends that would have been paid or declared prior to vesting. 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. (5)Represents RSAs granted to Mr. Richards, who does not participate in the LTIP program that is designed for our other NEOs, under the 2023 Plan. On March 1, 2025, Mr. Richards was awarded 13,500 restricted shares for his performance in the 2024 fiscal year and overall contributions to the Company. The restricted shares are scheduled to vest in equal annual installments on March 1, 2026, 2027, 2028 and 2029, subject to continued employment through the applicable vesting dates (unless otherwise provided in an applicable agreement), and participate in dividends declared on common shares. (6)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, 2025. For performance-based awards, the amount included is based on the probable outcome of performance conditions, which is equal to the target amount.

  84. 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, 2025 for each of our NEOs:

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  86. Outstanding Equity Awards at 2025 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 ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares/Units or Other Rights That Have Not Vested (#)(8) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares/Units or Other Rights That Have Not Vested ($)(7) | | Rajinder P. Singh | 47,855(1) | 2,132,897 | 197,470 | 8,801,238 | | Leslie N. Lunak | 11,964(2) | 533,235 | 49,369 | 2,200,376 | | James G. Mackey | 26,810(3) | 1,194,922 | — | — | | Thomas M. Cornish | 21,104(4) | 940,605 | 87,085 | 3,881,378 | | Rishi Bansal | 12,442(5) | 554,540 | 51,343 | 2,288,358 | | Jay D. Richards | 32,750(6) | 1,459,668 | — | — |

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)32,912 RSUs scheduled to vest on December 31, 2026 and 14,943 RSUs scheduled to vest on December 31, 2027. (2)8,228 RSUs scheduled to vest on December 31, 2026 and 3,736 RSUs scheduled to vest on December 31, 2027. (3)8,937 RSUs are scheduled to vest on August 20, 2026, 8,936 on August 20, 2027, and 8,937 on August 20, 2028. (6)12,875 RSAs vested on March 1, 2026. 9,875 RSAs are scheduled to vest on March 1, 2027, 6,625 on March 1, 2028, and 3,375 on March 1, 2029. (7)Based on the $44.57 closing price of our common stock on December 31, 2025. Awards reflect the impact of dividends accrued on the award shares, which are not paid unless and until the awards vest, as applicable. (8)Represents Mr. Singh, Mr. Cornish, Mr. Bansal and Ms. Lunak's 2024 and 2025 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 2025 PSUs see "Performance-Based Awards - Performance Period January 1, 2025 - December 31, 2027." The vesting date for the PSUs granted in 2024 is December 31, 2026. The vesting date for the PSUs granted in 2025 is December 31, 2027.

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  89. Nonqualified Deferred Compensation Table for 2025

    Nonqualified Deferred Compensation Table for 2025

  90. Nonqualified Deferred Compensation Table for 2025

    | 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 | 183,750 | 137,813 | 463,917 | (88,726) | 7,520,694 | | Leslie N. Lunak | — | — | 274,057 | — | 4,581,068 | | Thomas M. Cornish | — | — | 9,515 | — | 148,224 | | Rishi Bansal | 366,188 | — | 293,761 | — | 4,020,327 | | Jay D. Richards(1) | — | — | — | — | — |

  91. Nonqualified Deferred Compensation Table for 2025

    (1)Mr. Richards does not participate in the Company's Nonqualified Deferred Compensation Plan. (2)The full amount of the contribution for Mr. Singh, Mr. 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 2025 in the "Summary Compensation Table for 2025." (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 2025." (4)Includes amounts previously reported in the Summary Compensation Table as "Salary," "Bonus," "Non-Equity Incentive Plan Compensation" or "All Other Compensation" for years prior to 2025, in the following aggregate amounts: $6,823,941 for Mr. Singh, $4,307,011 for Ms. Lunak, $138,708 for Mr. Cornish and $3,360,378 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 2025 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 an 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 to 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.

  92. 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:

  93. Equity Awards

    | CEO PAY RATIO |

  94. Equity Awards

    | PAY VERSUS PERFORMANCE |

  95. Relationship Between PEO & Average Non-PEO NEOs Compensation Actually Paid & Company TSR

    Relationship Between PEO & Average Non-PEO NEOs Compensation Actually Paid & 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. The chart above illustrates Compensation Actually Paid to the PEO and the average Non‑PEO NEOs generally increased in years when the Company’s TSR improved and declined in periods of weaker stock performance. Because a significant portion of executive compensation is equity‑based, year‑to‑year changes in the Company’s stock price and the fair value of outstanding equity awards materially influence CAP, resulting in variability across years. The Compensation Committee considers these outcomes over multi‑year periods when evaluating pay‑for‑performance alignment.

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

    Relationship Between PEO & Average Non-PEO NEOs Compensation Actually Paid & Net Income The following chart sets forth the amount of Compensation Actually Paid (“CAP”) to our principal executive officer (“PEO”), the average amount of CAP to our other named executive officers (“Non‑PEO NEOs”), and the Company’s net income over the five most recently completed fiscal years. The chart above illustrates the relationship between CAP to the PEO, the average CAP to the Non‑PEO NEOs, and the Company’s net income over the period presented. As illustrated, CAP for both the PEO and the Non‑PEO NEOs is directionally aligned with the Company’s operating performance over the five‑year period, while also exhibiting year‑to‑year volatility. This volatility is not unexpected given the operating environment over the period, which included the onset and subsequent subsiding of the COVID‑19 pandemic, federal stimulus and quantitative easing followed by a rapid rise in interest rates and quantitative tightening, and the regional banking sector liquidity disruption in early 2023. These conditions contributed to volatility in the Company’s earnings and stock price. Because a significant portion of executive compensation is equity‑based, changes in stock price and operating performance also resulted in variability in CAP over the period presented. The increase in CAP in 2025 primarily reflects the settlement of two previously granted performance share unit (“PSU”) award cycles during the year, which resulted from the Company’s transition from a four‑year to a three‑year long‑term incentive performance period. As described in the Compensation Discussion and Analysis, PSUs granted in 2022 and 2023 both concluded at the end of 2025 and were evaluated and settled following the Compensation Committee’s March 2026 meeting. Because CAP reflects the fair value of equity awards that vest during the year, the settlement of two PSU cycles in 2025 increased CAP for that year.

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

    Relationship Between PEO & Average Non-PEO NEOs Compensation Actually Paid & the Ratio of NIDDA/Total Deposits The ratio of non‑interest‑bearing demand deposits to total deposits (“NIDDA/Total Deposits”) is the Company‑Selected Measure included in the Pay Versus Performance table above and directly impacted Compensation Actually Paid (“CAP”), as it was a performance measure used in determining annual incentive plan (“AIP”) awards for 2023, 2024, and 2025. While TSR remains an important measure of long‑term shareholder outcomes, NIDDA/Total Deposits was selected as the Company‑Selected Measure because it is a core operating metric directly influenced by management execution and foundational to earnings durability and long‑term value creation. NIDDA/Total Deposits is a key driver of the Company’s long‑term earnings performance and franchise value because it directly affects the Company’s cost of funds and net interest margin, which in turn directly impact net income and earnings per share. This measure is closely aligned with the Company’s most significant current strategic priority, growing and maintaining a high‑quality, low‑cost deposit base, and is a metric that is regularly discussed with the Company’s shareholders. The Company believes shareholders view NIDDA as an important indicator of earnings durability and long‑term value creation. As reflected in the chart above, growth in the Company’s NIDDA ratio over the period presented corresponds with higher levels of CAP, consistent with the design of the Company’s incentive compensation program. In 2025, the Company achieved a NIDDA ratio of 31%, reflecting continued improvement from prior years and relative to the pre-established AIP performance framework. This performance contributed to AIP outcomes consistent with the plan’s pre‑established threshold, target and maximum payout framework and, accordingly, increased CAP for both the PEO and the Non‑PEO NEOs. The Company’s NIDDA performance in 2025 reflects disciplined execution against a long‑standing strategic focus on deposit quality and funding stability, particularly in a competitive and volatile operating environment. Over the five‑year period presented, the Company has demonstrated sustained progress in strengthening its deposit mix, supporting earnings durability and reduced reliance on higher‑cost wholesale funding sources. The Compensation Committee considered this sustained performance and its direct linkage to earnings quality and long‑term shareholder value in evaluating incentive outcomes. Performance measures the Company considered most important to the determination of compensation actually paid for 2025 include (the measures in this list are not ranked): •Ratio of NIDDA/Total Deposits •Net Interest Margin (NIM) •TSR •ROE •Growth in non-interest income

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

    | EQUITY COMPENSATION PLAN INFORMATION |

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

    The following table summarizes information, as of December 31, 2025, 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.

  100. Relationship Between PEO & Average Non-PEO NEOs Compensation Actually Paid & 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 security holders | 1,553,711(1) | N/A | 992,466(2) | | Equity compensation plans not approved by security holders | N/A | N/A | — | | Total | 1,553,711 | | 992,466 |

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

    (1)Includes 1,553,711 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 992,466 shares of common stock that may be issued under the 2023 Plan.

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

    | APPROVAL OF THE BANKUNITED, INC. AMENDED AND RESTATED 2023 OMNIBUS EQUITY INCENTIVE PLAN |

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

    The Company’s shareholders are being asked to vote on a proposal to approve the Amended and Restated BankUnited, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Omnibus Plan”) to increase the number of shares of common stock authorized for issuance under the 2023 Omnibus Plan and extend the termination date of the 2023 Omnibus Plan, among other items. The Company’s shareholders previously approved the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan (the “Prior Plan”) in 2023. The 2023 Omnibus Plan is intended to replace the Prior Plan in its entirety. The Compensation Committee and the Board of Directors (the “Board”) approved the 2023 Omnibus Plan, subject to shareholder approval at the Annual Meeting. The 2023 Omnibus Plan will become effective on the date of approval by the Company’s shareholders. In the event the 2023 Omnibus Plan is approved by the Company’s shareholders, the shares that then remain available for issuance under the Prior Plan will be transferred to the 2023 Omnibus Plan and no further awards will be made under the Prior Plan. If the 2023 Omnibus Plan is not approved, the Prior Plan will remain in full force and effect in accordance with its terms. As of March 31, 2026, the closing price of the Company’s common stock on the New York Stock Exchange (the “NYSE”) was $45.16. The Company’s shareholders are requested to approve the 2023 Omnibus Plan in substantially the form attached hereto as Appendix A. The Board unanimously recommends a vote FOR this proposal.