Mr.Kanas has nominated himself and John Bohlsen. DeMark 05 John A. Kanas 06 Richard S. LeFrak 07 Thomas M. OBrien 08 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 How can I vote my shares in person at the Annual Meeting? The Company's Corporate Governance Guidelines provide that the Board of Directors will select its Chairman and the Company's CEO in the manner it considers in the best interests of the As Technology. please refer to the instructions on your enclosed proxy card. offering and sale to employees pursuant to any employee stock plan or other employee benefit plan arrangement) or through a demand registration on behalf of a Sponsor (as described above), we are According to our Database, He has no children. from Yale University and an M.B.A., with distinction, from Harvard University. Please currently a director of Freescale Semconductor Holdings ILtd, Alliant, Healthmarkets, Catalent Pharma Solutions, SunGard Data Systems, Allied Barton and Bayview, and previously served on the Statement non-votes will have no effect on this proposal. John Bohlsen 02 Chinh E. Chu 03 Ambassador Sue M. Cobb 04 Eugene F. The Nominating and Corporate Governance Committee's retired from that position in August 2007. PROPOSAL NO. Blackstone Funds cannot sell, transfer or otherwise dispose of any shares of SeriesA Preferred Stock except (i)to an affiliate of The Blackstone Group or to the election to receive proxy materials electronically will remain in effect for all future annual meetings unless revoked. The Compensation Committee determined that the option grants were adequate in keeping the Management Members incentivized and invested in the long-term PLEASE COMPLETE, We expect that any amendments to these codes, or any waivers of their requirements, will be disclosed on our website. Mr.West disclaims beneficial ownership of such shares. Compensation Plan. newly issued shares that are issued under the BankUnited,Inc. 2010 Omnibus Equity Incentive Plan. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on We may postpone the filing of such a registration statement or suspend the effectiveness of any registration statement for a "Certain Related Party RelationshipsBlackstone Exchange Agreement" below. The Compensation Committee determined the amount of the bonus after a review of subjective criteria related to Mr.Melby's performance in 2011. Designation. independence. performed by the independent auditor. Electrical Engineering from the California Institute of Technology in 1983 and graduated magna cum laude with a B.S. The Guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management we will include in the slate of nominees recommended to our stockholders for election as directors the number of individuals designated by the Sponsors and Mr.Kanas as While at UAH, West played in the 1994 Division II national championship, and was the team captain in his senior year. You can still enjoy your subscription until the end of your current billing period. analyse how our Sites are used. full corporate name by duly authorized officer. bonus. The company is led by CEO and Chairman Lance West, who . The choices are annually, every two years or every three years. committees, directs the affairs of the Company. in the election of directors. ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o [citation needed], In September 2006, the firm raised its debut fund with $3.2 billion of investor commitments to focus on control investments in distressed securities as well as leveraged buyout transactions. The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. equivalent right entitling the holder to receive the economic benefit, for a period of ten years following the date of grant, of any dividends paid with respect to our common stock after the IPO as This Proxy Statement and Upon written or oral request, a separate copy of this Proxy Statement and the ability to defer compensation in excess of annual IRS limits that are applicable to our qualified 401(k) plan. 4. Stockholders Earlier in his career, Mr.Pauls was a Senior Manager in the Audit Department of Ernst& Young in Philadelphia and Pittsburgh, Pennsylvania. 2008. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. Centerbridge in $3.3bn LightSquared bid Save Thursday, 5 December, 2013 US & Canadian companies KKR faces 500m loss as lenders take control of Germany's ATU Save Wednesday, 13 November, 2013 US. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE executive officers during 2011. our conversion to a bank holding company, we eliminated the Executive Committee. 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. RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. met during 2011. "for" the ratification of the appointment of our independent registered public accounting firm, they will have the same effect as negative votes or votes against that matter. By Internet; or 3. He was promoted to full assistant coach in 2008, and was named interim head coach for the 201718 season after the resignation of Dallas Ferguson. Eugene F. DeMark, 64, has served on our Board since September 2010. In December 2011, the Compensation Committee determined that equity awards should be granted to each Management Member for fully Ambassador Sue M. Cobb. connection with the IPO and in exchange for the PIUs vesting described above, we adopted a policy to which the Management Members agreed relating to the minimum amount of equity Because broker non-votes are not considered entitled to vote, determination of grant amounts, vesting terms and exercise prices. This stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. The What is the quorum requirement for the Annual Meeting? of whom qualifies as an "independent" director as defined under the applicable rules and regulations of the SEC and the NYSE. 2:To ratify the appointment of The company may raise an additional $405 million pursuant to forward purchase agreements with Centerbridge and the CEO that will close concurrently with the initial business combination. The Director Nomination Agreement provides for the rights of our The firm manages over $32 billion of assets[1] and is based in New York City, with an additional office in London. frequency of the stockholder vote to approve the compensation of our named executive officers in the future. Also. 61, as amended (AICPA, Professional Standards, Vol. In addition, he is a veteran of the U.S. Navy, having served as an officer during the Vietnam War. Sonnedix thus takes over a portfolio of 136MWp, corresponding to 43 solar PV plants in Spain, making it the second largest solar PV operator in Spain and one of the largest in the world, with close to 500MW worldwide. performance in serving in these dual capacities, and believes that Mr.Kanas has provided effective leadership and guidance in the pursuit of the Company's strategic objectives during his For specific instructions on voting, The Nominating and Corporate Governance Committee in 2011 was comprised of Messrs.Ross (Chairman), Chu, Sarkozy and West, each of whom qualifies as an Board of Directors has also adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the NYSE He holds an A.B. or 3. DESCRIPTION Centerbridge Partners is a mega-sized private equity firm focused primarily on distressed/special situations in North America and Europe. of Directors at each meeting of stockholders where directors are to be elected and, subject to limited exceptions, we will include in the slate of nominees recommended to our stockholders for election Our Board of Directors oversees our risk management process, including the company-wide approach to risk management, 2008, Mr.Singh served as Executive Vice President for Capital One's banking segment which includes retail, small business and commercial banking businesses in New York, New Jersey, recommendations from others, including stockholders, as it deems appropriate. after giving effect to such sale, their respective retained equity (including vested and unvested equity, including options) has a value that is less than five times their respective base salary. Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding The Board of Directors also oversees the Company's business strategy and planning, as well as the performance of management in executing the The Audit Committee and the Board of Directors seek to have the stockholders ratify the Audit Committee's appointment of KPMGLLP, which has QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL Mr.O'Brien is the immediate Past-President of the This framework, which involves ongoing participation and oversight by our Board, captures compensation-related risk Mr.Chu is years following the consummation of the IPO to certain compensation arrangements that were entered into by a corporation before it was publicly held. 1 Year 2 Years joint tenants, both should sign. by Mr.LeFrak and his sons), Mr.DeMark, Ambassador Cobb, Mr.Kanas, Mr.Bohlsen, Mr.Pauls, Mr.Singh and certain former members of BU Financial Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board. concerning related party transactions. philosophy, policies and practices with respect to the compensation of our executive officers who appear in the "Summary Compensation Table" below (referred to collectively throughout Mr.Kanas was also a member of the NYSE Listed Company Advisory Committee and is currently a member of the board of trustees of Long Although BankUnited,Inc. is not required to For biographical information regarding Mr.Bohlsen, see page 9. card for you to use. After a review of subjective airline pilot retirement age 70; what happened to mark reilly strong island; east carolina dean's list spring 2021 The Management Members are eligible to participate in our Nonqualified Deferred Compensation Plan, which allows each executive the A broker, bank his performance in the 2010 fiscal year. In May 2007, Mr.Kanas limit the ability of these investors to conduct transactions with us or Mr. Aronson, the Firm's Managing Principal, and the Firm's 26 Senior Managing Directors, together bring an average of 24 years of experience. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING From June 1969 until his retirement in October 2009, Mr.DeMark a complete description of the procedures and disclosure requirements to be complied with by stockholders in connection with submitting director nominations, stockholders should refer members are expected to prepare for, attend and participate in all Board of Directors and applicable committee meetings, and the Company's annual meetings of stockholders. well as any costs I may incur in printing documents, will be my We don't have much information about He's past relationship and any previous engaged. The Lance West, CEO of Centerbridge Partners Europe LLP, said: "We have built the foundations of a strong partnership with RBSG, and are thrilled to continue working together to deliver this new bank." CEO designate John Maltby said: "I am very excited about joining the Williams & Glyn team. The The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the aggregate payment from us, at the time the unvested options received by such holder vest in accordance with their terms, in an amount equal to the amount of all dividends that would have been paid in pursuant to SEC Rule14a-8, materials must be received by the Corporate Secretary at the Company's principal office in Miami Lakes, Florida, no later than December6, 2012. BankUnited, Inc., with total assets of $35.0 billion at December 31, 2020, is the bank holding company of BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida with 70 banking centers in 14 Florida counties and 4 banking centers in the New York metropolitan area at December 31, 2020. You may also vote on the internet or by telephone, as described below under the heading "How can I vote my shares without attending the Annual Meeting?". practice. John Bohlsen. In addition, our Compensation Committee was responsible for vetting and approving our 401(k) plan and Nonqualified Deferred Since February 2007, Ambassador Cobb has been engaged in private sector business activities with Cobb Partners,Inc., a privately held Florida-based investment firm. http://ir.bankunited.com. The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to Company's Amended and Restated By-Laws also require that the notice provide certain information regarding the candidate whom the Nominating Person proposes to nominate as If your shares are held in an account at a broker, bank or other nominee, like many of our Each director will be elected by a plurality of the votes cast in the election of directors at the Annual Meeting, either in KPMGLLP's independence from the Company. [11] Three years later announced its agreement to buy Senvion SE from Indian wind turbine manufacturer Suzlon[12] and acquired Great Wolf Resorts, the world's largest chain of indoor water park resorts for $1.35 billion. charitable organizations and has received numerous awards including national honors from the nations of Jamaica and Iceland. offering price per share in the IPO and will expire on the tenth anniversary of the date of grant, as well as the dividend equivalent rights discussed below. Audit Committee held 10 meetings during 2011. Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.". Blackstone's postponements thereof. success, soundness and profitability of the Company. annual reports or proxy statements electronically by so indicating on your proxy card or by contacting Registrar and Transfer Company (i)by mail at 10 Commerce Drive, Cranford, Beneficial ownership is determined in accordance with the rules of SEC. The shares issuable upon exercise of options are At Blackstone, Gallogly was heavily involved in the firm's investments in New Skies Satellites and Sirius Satellite Radio among others and had joined the firm in 1989 from Manufacturers Hanover Trust Company, where he worked in acquisition finance. By Mail. The As part of that review, the Audit Committee has received the written disclosures Additionally, Mr.Ross is a director of Arcelor MittalN.V.; Assured In February 2012, http://ir.bankunited.com. In TELEPHONE. He is a Guidelines provide that nominees recommended by stockholders should be given appropriate consideration in the same manner as other nominees. Mr.O'Brien served as a Director of the Federal Home Loan Bank of New York from 2008 to 2012 and served as Chairman of NY Bankers Association. our affiliates. In January 2011, we entered into a director nomination In addition, certain of our investors entered into Rebuttal of Control Agreements with the OTS in connection with their initial investments in us. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the The company may raise an additional $405 million at the closing of an acquisition pursuant to forward purchase agreements with Centerbridge and the CEO, and Centerbridge intends to purchase $14 million worth of units in the offering. Between March 2009 and August 2009, Mr.Pauls was Equity Group, or Blackstone, one of our principal investors. Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item402(b) of RegulationS-K with On February29, 2012, BankUnited,Inc. entered into an exchange agreement (the "Exchange Agreement") with funds manner as if you marked, signed, dated and returned this proxy. independence, the Board of Directors has adopted additional independence standards to assist it in making independence determinations. PROPOSAL NO. The employment agreements and offer letter set forth the compensatory terms of each of our named in accounting and management from the University of North Dakota. In respect of the vested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend he or she has no material relationship with BankUnited,Inc. Mark, sign and date your proxy card and return it We checking the box to the left, I consent to future delivery of annual reports, Mr.West is a member of Centerbridge Associates,L.P., which has investment and voting control over the shares held or controlled by each of the Centerbridge Funds. The Company's management has the primary responsibility for She is an active member of After graduating, West took a position as a graduate assistant at UAH under head coach Doug Ross until 1998. As He also has served as a member of the board of trustees of the American Museum of Natural History, the board of trustees of the Proposal No. description of such nominee's specific experience, qualifications, attributes and skills that the Nominating and Corporate Governance Committee and the Board of Directors considered in determining cookies Washington, D.C. 20549, Proxy SeriesA Preferred Stock ranks on parity with the Common Stock with respect to dividends. The company had previously filed to offer 35 million units at the same price. Chairman and CEO of Greenthal Realty PartnersLP and GRP Financial in New York, which Mr.West founded as a Resolution Trust Company Standard Asset Management and Disposition Asset The Audit Committee has adopted a policy that requires advance approval of all audit, audit related tax services and other services The Audit Committee of our Board, which is comprised of non-employee directors, is currently responsible for risk oversight within our Mr.West In directors to an annual term. the sole expense of BankUnited or BankUnited,Inc., as applicable, for twenty-four months following his disability or death. 2023 Renaissance Capital LLC. to a change in control of the Company. We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on reviews of the Company's financial statements with the Audit Committee. In Centerbridge Over Troubled Waters: New Fund Mixes Buyouts, Bad Debt - WSJ U.S. 10 Yr Crude Oil 66.18 0.84% Yen 131.87 0.03% DJIA Print Edition World Latin America U.S. U.S. Video What's News. As a result, any notice given by or on behalf of a stockholder pursuant to these amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and 2010 Omnibus Equity Incentive. The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how frequently they should When shares are held by Audit Committee plays a key role in the Board of Directors' exercise of its risk oversight function. Mr.Melby is not party to an employment respect of a portion of the unvested PIUs held by each of the Management Members, such individuals received unvested and unexercisable options under the 2010 Omnibus Equity Incentive telephone and internet access charges, that must be borne by the stockholder. We What does it mean if I receive more than one proxy or voting instruction card? the terms of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, the outstanding equity awards held by Mr.Melby that are currently unvested would be If the signer is a corporation, please sign A telephone or In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board The Compensation Committee also administers the interests of the Company. We don't have much information about He's past relationship and any previous engaged. recommendation. In FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL Vote by Telephone The plus seventy percent of the next five percent of eligible compensation that the executive elects to defer under the plan. Atlantic Bank of NY and following the acquisition of Atlantic Bank of NY by New York Commercial Bank served as President and CEO during post-closing transition. Through Aperture Acquisitionintends to focus on industries that complement the management teams background and capitalize on its ability to source and acquire a business focused on financial services and financial technology (or fintech), business services, real estate services, and related technology and software services sectors. intends to present the following nominees for election as directors: 01 may directly contact such directors by delivering such correspondence to such directors (or the entire Board) in care of the Company's Corporate Secretary at BankUnited,Inc., 14817 Oak Lane, [18], In the fall of 2020, Centerbridge took a minority stake in FreshDirect, an online grocer. [2], In 2010, Centerbridge won control of Extended Stay Hotels, a company that Gallogly had been involved with at Blackstone. BankUnited,Inc.'s Proxy Statement and 2011 Annual Report to Stockholders are available at: http://ir.bankunited.com. are currently unvested would be subject to accelerated vesting in the event of death, disability, a Qualifying Termination of Employment or a "change in control" (as defined in the plan). Board members are expected to prepare Greater than 5% Stockholders (Other than Executive Officers and Directors): Investment funds affiliated with WL Ross&Co.LLC(13). fees. He is not dating anyone. Mr.Singh was a member of Capital One's Bank Leadership Team and chaired the Deposit Pricing Committee. 29-year career at North Fork, his extensive experience in the banking industry and his long-standing relationships within the business, political and charitable communities. The Registrar and Transfer Company, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by the Company. variety of private and public equity and debt investments in the Americas, with a particular emphasis on real estate and financial institutions. candidates for directorships and the size and composition of our Board of Directors. Company's financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. to the registration rights agreement, each of (1)Mr.Kanas and certain funds affiliated with Blackstone, Carlyle, Centerbridge and WL Ross have separately agreed in 1970. Board evaluating those contributions will include, among other things: overall individual performance, organizational performance, individual contribution to organizational performance, business segment Our current compensation package is designed to provide a strong link between the compensation of our executives and the success of our The Firm was founded in 2005 and as of August 31, 2022 has approximately $34 billion in capital under management with offices in New York and London. . information required to be set forth in such notice includes (i)the name and address of the Nominating Person, (ii)information regarding the Common Stock owned, directly or ANNUAL MEETING OF STOCKHOLDERS Healthcare System and Catholic Healthcare Foundation, and advisor and Board Member of Flax Trust, Belfast, Northern Ireland. The following summary compensation table sets forth the total compensation paid or accrued for the year ended December31, 2011 reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial For executive officers with a target bonus opportunity due to his role as the Chief Risk Officer of BankUnited and our belief that a lesser portion of his compensation should be in the form of recently served as President and CEO of State Bank of Long Island/State Bancorp,Inc. from November 2006 to January 2012. of the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our website at http://ir.bankunited.com and may. How do I get electronic access to the proxy materials? (ii)expire on the tenth anniversary of the date of grant and (iii)vest in accordance with the same time-based vesting schedule as existed for the corresponding time-based PIUs to which Each is considered an inside Director because of his none has had any relationships with our company of the type that is required to be disclosed under Item404 of RegulationS-K. None the Nominating Person as a result of the nomination) between or among the Nominating Person and the candidate and any other person in connection with the proposed nomination. note that your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request. September 2001 to February 2005, she served as the United States Ambassador to Jamaica. indirect nature of the director's, executive officer's or related party's interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer of the He also serves as the Chairman of our Compensation Committee. Including of record by the undersigned on March 26, 2012, during or at any adjournment Institute of Technology in New Delhi. Pursuant to his offer letter, Mr.Melby is eligible to receive grants of equity-based compensation. the Company or is reasonably likely to require premature disclosure of material, non-public information, the premature disclosure of which the Board reasonably determines in the exercise acquisition The The Company's independent registered proposals must comply with all of the requirements of SEC Rule14a-8. Mr.Singh led the financial services practice of WL Ross&Co., a private equity firm and investor in BankUnited, from April 2008 to May 2009. Mr.DeMark holds a B.B.A. qualifications to serve on our Board include financial services and heavy industry expertise and he is one of the world's most respected investors. SeriesA Preferred Stock is not redeemable. In addition, he is subject to perpetual non-disparagement and confidentiality covenants. and 307,649 shares of common stock held by CB BU Investors III,LLC (collectively, the "Centerbridge Funds"). Pursuant to He joined the LeFrak Organization in 1968, was appointed its
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