BankUnited (BKU) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with virtual participation and voting options for shareholders.

• Key financial highlights include $35.0B in assets, $29.4B in deposits, and strong capital ratios as of December 31, 2025.

• Recognized for trustworthiness and growth, with a focus on disciplined growth, digital enablement, and operational excellence.

Voting matters and shareholder proposals

• Election of nine director nominees to serve until the next annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Amended and Restated 2023 Omnibus Equity Incentive Plan, increasing share reserve and extending plan duration.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; diversity includes 44% by ethnicity/nationality and 33% women.

• Committees (Audit, Risk, Compensation, NCG) are composed solely of independent directors.

• Annual board and committee self-evaluations, director education, and regular executive sessions are conducted.

• Lead Independent Director role established for enhanced oversight.

• Shareholder engagement includes targeted outreach and feedback integration into governance and compensation practices.