🧾 What This Document Is

This is a DEF 14A, a definitive proxy statement. Think of it as the official invitation and instruction manual for BankUnited's 2026 annual shareholder meeting. It outlines what shareholders will vote on, provides details on company leadership, and explains how executives are paid.

👉 Why it matters: This document is a key tool for shareholders to exercise their ownership rights. It’s where the company asks for your vote on critical issues like electing directors and approving pay.

🏢 What The Company Does

👉 In simple terms… BankUnited is a bank holding company. Its main business is running BankUnited, N.A., a full-service national bank headquartered in Florida. They make money the classic banking way: taking in deposits and making loans (like commercial real estate, business loans, and mortgages).

📅 Meeting Details & Key Dates

• Annual Meeting: Thursday, May 21, 2026, at 9:00 a.m. Eastern Time.
• Format: Virtual only. Shareholders can attend, vote, and ask questions online at www.virtualshareholdermeeting.com/BKU2026.
• Record Date: You must have owned shares by March 24, 2026, to vote.
• Shares Outstanding: 73,720,001 shares of common stock.

🗳️ The 4 Proposals You're Voting On

Here’s what’s on the ballot:

1. Proposal 1: Elect Nine Directors The board is asking you to re-elect all nine current directors for another one-year term. Key nominees include Rajinder P. Singh (the Chairman, President & CEO) and eight independent directors with backgrounds in banking, law, real estate, healthcare, and non-profits.

2. Proposal 2: Ratify the Auditor Shareholders are asked to approve the appointment of Deloitte & Touche LLP as the independent accounting firm for 2026. This is a standard annual vote.

3. Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay") This is an advisory, non-binding vote where shareholders approve or disapprove of the compensation paid to the company's top executives.

4. Proposal 4: Approve the Amended 2023 Equity Incentive Plan This asks shareholders to approve updates to the company's stock award plan for employees and directors. Details are in Appendix A.

👥 Board & Governance Highlights

The board oversees management and has several key features:

• Leadership Structure: Rajinder P. Singh is both Chairman and CEO. Douglas J. Pauls serves as the Lead Independent Director to provide independent oversight.
• Independence: 8 of the 9 director nominees are independent. All committees (Audit, Risk, Compensation, NCG) are made up solely of independent directors.
• Board Committees:
  • Audit Committee: Oversees financial reporting and the auditor. (12 meetings in 2025)
  • Risk Committee: Manages the overall risk framework. (4 meetings)
  • Compensation Committee: Sets executive pay. (7 meetings)
  • Nominating & Governance Committee: Recommends directors and oversees governance. (4 meetings)
• Shareholder Engagement: The company actively talks with investors. In 2025, they met with top shareholders representing ~62% of shares, discussing pay, governance, and AI oversight.

💰 Executive Compensation Deep Dive

The "Compensation Discussion & Analysis" section explains the philosophy: pay should be tied to performance and align with shareholder interests.

• Pay-for-Performance: A significant portion of executive pay is "at-risk," meaning it’s tied to company performance metrics like Return on Average Assets (ROAA) and earnings per share (EPS).
• 2025 Performance: The filing notes that for 2025, the named executive officers' compensation was influenced by the company's financial results and strategic execution.
• Pay vs. Performance Table: A required table shows the relationship between compensation "actually paid" to executives and the company's financial performance over five years.

⚙️ Operations & Risk Oversight

The board has a detailed system to manage risks:

• Risk Appetite Statement: Sets the boundaries for acceptable risk across the company.
• Cybersecurity & AI: The Risk Committee oversees cybersecurity risk. An independent assessment in 2025 gave BankUnited a top score (5/5) for maturity. The board is also actively overseeing the responsible use of Artificial Intelligence (AI), with a dedicated advisory group.
• Sustainability: The company has a sustainable finance portfolio (~$823M in loans) and monitors climate-related risks as part of its regular risk management.

🧠 The Analogy

Think of BankUnited's governance like the navigation team on a large ship. The Board of Directors is the team of lookouts and advisors on the bridge, each with different expertise (like spotting icebergs, reading weather, managing engines). The CEO (Mr. Singh) is the captain, setting the course. The independent Lead Director and committees are the safety officers making sure the captain's decisions are sound and that the ship is following all the rules. This proxy statement is the logbook showing passengers (shareholders) who’s on the bridge, what they’re voting on, and how the crew is being incentivized to keep the journey profitable and safe.

🧩 Final Takeaway

This proxy is a routine but crucial governance document. Shareholders are being asked to renew the board's mandate, approve the company's auditors, and endorse both the executive pay structure and the equity incentive plan. The underlying story is of a bank with a stable leadership team focused on disciplined risk management and shareholder returns.