BankUnited (BKU) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 22, 2025, with shareholders voting on the election of nine directors, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Only shareholders of record as of March 25, 2025, are eligible to vote; 75,242,048 shares of common stock were outstanding on the record date.

• The company reported strong financial performance in 2024, with net income of $232.5 million, EPS of $3.08, and improved profitability metrics compared to 2023.

• Strategic priorities included enhancing core profitability, improving funding mix, and expanding in new markets.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of Deloitte & Touche LLP as independent auditor for 2025, and (3) advisory approval of executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of nine members, with eight considered independent under NYSE standards; only the CEO is not independent.

• Board leadership combines the roles of Chairman and CEO, with a Lead Independent Director providing additional oversight.

• Four standing committees: Audit, Risk, Compensation, and Nominating & Corporate Governance, all composed solely of independent directors.

• Annual board and committee self-evaluations and ongoing director education are conducted.

• Board diversity: 44% by ethnicity/nationality, 33% female.