BANKUNITED, INC. | |||||||||||
(Name of Registrant as Specified in Its Charter) | |||||||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Sincerely, | |||||
Rajinder P. Singh Chairman, President and Chief Executive Officer |
Time and Date | 10:00 a.m., Eastern Time, on May | |||||||
Virtual Meeting Details | Shareholders will be able to listen, vote, and submit questions from any location that has Internet connectivity. Shareholders may participate by logging in at: www.virtualshareholdermeeting.com/ | |||||||
Items of Business | Proposal No. 1: To elect nine directors identified in the attached Proxy Statement to the Board of Directors to serve until the next annual meeting of shareholders and until that person's successor is duly elected and qualified, or until that person's earlier death, resignation or removal. Proposal No. 2: To ratify the appointment of 2022. Proposal No. 3: To hold an advisory vote to approve the compensation of our named executive officers. To transact any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |||||||
Record Date | You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a shareholder of record at the close of business on March | |||||||
Voting | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the attached Proxy Statement and submit your proxy or voting instructions as soon as possible. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. | |||||||
Internet Availability of Proxy Materials | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May https://ir.bankunited.com. | |||||||
By Order of the Board of Directors, | ||||||||
April | Susan Wright Greenfield | |||||||
Miami, Florida | Corporate Secretary |
Q: How can I participate in the virtual annual meeting? | |||||
ELECTION OF DIRECTORS |
Directors Elected Annually |
Board Nominations |
Information Regarding the Nominees for Election to the Board of |
Director/Age | Professional Experience | Board Tenure | Independent | ||||||||
Rajinder P. Singh, 51 Chairman, President and CEO | Banking | 2013 | No | ||||||||
Tere Blanca, 61 | Commercial Real Estate | 2013 | Yes | ||||||||
John N. DiGiacomo, 60 | Banking/Accounting | 2018 | Yes | ||||||||
Michael J. Dowling, 73 | Healthcare | 2013 | Yes | ||||||||
Douglas J. Pauls, 63 | Banking/Accounting | 2014 | Yes | ||||||||
A. Gail Prudenti, 68 | Legal | 2015 | Yes | ||||||||
William S. Rubenstein, 66 | Legal | 2017 | Yes | ||||||||
Sanjiv Sobti, Ph.D., 60 | Finance & Capital Markets | 2014 | Yes | ||||||||
Lynne Wines, 67 | Banking | 2015 | Yes |
RAJINDER P. SINGH |
CHAIRMAN, PRESIDENT and CHIEF EXECUTIVE OFFICER | |||||||
Mr. Singh is our Chairman, President and Chief Executive Officer and one of the founding organizers of our Company. Mr. Singh was appointed Chairman of the Board of Directors of BankUnited, Inc. in January 2019 and President and Chief Executive Officer in January 2017. Mr. Singh served as our Chief Operating Officer from October 2010 up until his promotion in 2017. An industry veteran of 25 years, Mr. Singh has held several executive leadership positions prior to BankUnited including for Invesco’s WL Ross & Co., Capital One Financial Corp, North Fork Bancorporation and FleetBoston Financial Corporation. Mr. Singh serves on the Federal Reserve's Board of Governors' Federal Advisory Council, representing the Atlanta Region. Mr. Singh earned his M.B.A. from Carnegie Mellon University in Pittsburgh and his B.S. in chemical engineering from the Indian Institute of Technology in New Delhi. Board Qualifications: | |||||||
• | |||||||
Age: •51 | |||||||
Director Since: •July 2013 | |||||||
Committee Membership: •None | |||||||
Professional Experience: •Banking |
TERE BLANCA |
Board Qualifications: • Leadership and management | |||||||
Age: •61 | |||||||
Director Since: •September 2013 | |||||||
Committee Membership: •Compensation Committee Member | |||||||
Professional Experience: •Commercial Real Estate |
JOHN N. DIGIACOMO |
Mr. DiGiacomo joined our Board in August 2018 and has over 25 years of experience in the financial services industry. 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, Mr. DiGiacomo served as Senior Vice President, Corporate Controller of North Fork Bank, and Vice President of Financial Planning, North Fork Bancorporation, Inc. from 1988 to 1990. Mr. DiGiacomo served as Vice President, Director of Finance of Long Island Mortgage from 1986 to 1988. Mr. DiGiacomo began his career at KPMG LLP. Mr. DiGiacomo graduated magna cum laude with a bachelor’s degree in accounting from St. John’s University in Queens, New York. Board Qualifications: | |||||||
• |
MICHAEL J. DOWLING |
Mr. Dowling is the President and Chief Executive Officer of Northwell Health, a clinical, academic and research enterprise with a workforce of more than 75,000 and annual revenue of $14 billion. Northwell is the largest health care provider and private employer in New York State, caring for more than two million people annually through a vast network of 830 outpatient facilities, including 220 primary care practices, 52 urgent care centers, home care, rehabilitation and end-of-life programs, and 23 hospitals. Prior to becoming President and CEO in 2002, Mr. Dowling was the health system's Executive Vice President and Chief Operating Officer. Before joining Northwell in 1995, he was a Senior Vice President at Empire Blue Cross/Blue Shield. Mr. Dowling served in New York State government for 12 years, including seven years as State Director of Health, Education and Human Services and Deputy Secretary to the Governor. He was also Commissioner of the New York State Department of Social Services. Before his public service career, Mr. Dowling was a professor of Social Policy and Assistant Dean at the Fordham University Graduate School of Social Services and Director of the Fordham Campus in Westchester County. Mr. Dowling is past chair of the Healthcare Institute and the current chair of the Institute for Healthcare Improvement (IHI). He is a member of the Institute of Medicine of the National Academies of Sciences and the North American Board of the Smurfit School of Business at University College, Dublin, Ireland. He also serves as a board member of the Long Island Association. He is past chair and a current board member of the National Center for Healthcare Leadership (NCHL), the Greater New York Hospital Association (GNYHA), the Healthcare Association of New York State (HANYS) and the League of Voluntary Hospitals of New York. Mr. Dowling was an instructor at the Center for Continuing Professional | Education at the Harvard School of Public Health. Mr. Dowling grew up in Limerick, Ireland. He earned his undergraduate degree from University College Cork (UCC), Ireland, and his master’s degree from Fordham University. He also has honorary doctorates from Queen's University Belfast, University College Dublin, Hofstra University, Dowling College and Fordham University. Board Qualifications: | ||||||
• | |||||||
Age: •73 | |||||||
Director Since: •May 2013 | |||||||
Committee Membership: •Compensation Committee Chair | |||||||
Professional Experience: •Healthcare |
DOUGLAS J. PAULS | LEAD INDEPENDENT DIRECTOR |
Mr. Pauls served as our Chief Financial Officer from September 2009 to February 2013. From March 2013 to December 2013, Mr. Pauls served as a senior advisor to the Company. In December 2013, Mr. Pauls joined the Board of Directors of Essent Group Ltd. (NYSE: ESNT), and serves as Chairman of the Audit Committee | and member of the Compensation Committee and the Technology, Innovation and Operations Committee. In September 2020, Mr. Pauls joined the Board | ||||||
Board Qualifications: | • Extensive banking experience, including his previous service as our Chief Financial Officer, and his deep understanding of financial statements, regulation, compliance and corporate governance. | ||||||
Age: •63 | |||||||
Director Since: •May 2014 | |||||||
Committee Membership: •Risk Committee Chair •Nominating and Corporate Governance Committee Member | |||||||
Professional Experience: •Banking and Accounting | |||||||
Current Other U.S. Listed Company Boards: •Essent Group Ltd. •North Mountain Merger Corp. |
A. GAIL PRUDENTI |
Judge Prudenti is the Dean at the Maurice A. Deane School of Law at Hofstra University and Executive Director of the Center for Children, Families and the Law at Hofstra. From December 2011 to July 2015, Judge Prudenti served as the Chief Administrative Judge of the Courts of New York State, where she supervised the administration and operation of the statewide court system. From 2002 until December 2011, Judge Prudenti served as the Presiding Justice of the Appellate Division for the Second Judicial Department in New York State. Judge Prudenti served as Associate Justice, Appellate Division for the Second Judicial Department from 2001 to 2002, and as Administrative Judge for the Tenth Judicial District (Suffolk County) from 1999 to 2001. Prior to her appointment as Administrative Judge, Judge Prudenti served as Surrogate of Suffolk County from 1995 to 2000. Judge Prudenti’s judicial career began in 1991 when she was elected to the New York State Supreme Court, where she served until 1995. In 1996, during her tenure as Surrogate, Judge Prudenti was also designated as an Acting Supreme Court Justice and received the additional responsibilities of presiding over a dedicated Guardianship Part. After six years as the Surrogate, Judge Prudenti was reelected to the Supreme Court bench. Judge Prudenti earned her law degree from the University of Aberdeen, in Scotland, which also awarded her an honorary Doctorate of Laws in 2004 and an honorary appointment as Professor in the School of Law. Judge Prudenti earned a Bachelor of Arts with honors from Marymount College of Fordham University and an Honorary Doctorate from Hofstra University in 2016. She is a member of the Advisory Panel of Judges of the New York State Lawyer Assistance Trust Program, a member of the Council of Chief Judges of the National Center for State Courts, a former chairperson of the Office of Court Administration’s Mental Health Curriculum Committee | for Trial Judges, co-chair of the Chief Judge’s Task Force on Delay in the Courts, a member of the Chief Judge’s Commission on Public Access to Court Records, a former member of the Chief Administrative Judge’s Judicial Legislative Group and a member of the NYS Office of Court Administration’s Gender Bias and Anti-Discrimination Panel. In addition, the judge is a member of the Judicial Section of the American Bar Association, the former Presiding Member of the Judicial Section of the New York State Bar Association, a member of the New York State Trial Lawyers Association and the New York State Women’s Bar Association, a former co-chair of the Surrogate’s Court Committee of the Suffolk County Bar Association, a member of the Suffolk County Women’s Bar Association, and a member of the Board of Directors of the Suffolk County Columbian Lawyers Association. Board Qualifications: | ||||||
• | |||||||
Age: •68 | |||||||
Director Since: •August 2015 | |||||||
Committee Membership: •Nominating and Corporate Governance Member •Compensation Committee Member | |||||||
Professional Experience: •Legal |
WILLIAM S. RUBENSTEIN |
Mr. Rubenstein is a retired partner of the New York law firm of Skadden, Arps, Slate, Meagher and Flom, LLP. Mr. Rubenstein was with the firm from September 1981 through December 2014, and was made a partner in April 1989. Mr. Rubenstein served as co-head of the firm's Financial Institution Group preceding his retirement. For more than ten years preceding his retirement from Skadden, Mr. Rubenstein served as a trustee of the Firm's pension plan and 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 established in 1959 dedicated to supporting programs to improve the educational opportunities and the delivery of health and other services for people in low income neighborhoods. Board Qualifications: | |||||||
• | |||||||
Age: •66 | |||||||
Director Since: •August 2017 | |||||||
Committee Membership: •Risk Committee Member | |||||||
Professional Experience: •Legal |
SANJIV SOBTI, Ph.D. |
Dr. Sobti has served at several preeminent Wall Street firms during a career spanning more than 35 years. Since 2007, Dr. Sobti has had an independent consulting business including having served as a senior advisor to Credit Suisse from 2008 to 2022. He currently serves as a Venture Partner for Altai Ventures Fund II, a FinTech Venture Capital fund as well as on the Board of Advisors of Vesttoo, a private company which enhances risk transfer and liquidity in the Life and P&C insurance markets based on proprietary AI-based technology. In 2006, he co-founded FIRE Capital Fund Management Mauritius Private Limited, the manager for a private equity fund, and served as the Chairman of its Board of Directors until 2011. From 2001 through 2008, Dr. Sobti was a Senior Managing Director of Bear, Stearns & Co. Inc. where he was appointed to the President's Advisory Council and Fairness Opinion Committee. From 1999 to 2001, Dr. Sobti was a Managing Director at J.P. Morgan & Co. where he was recruited as head of Mergers and Acquisitions for Financial Institutions. Previously Dr. Sobti was with Lehman Brothers Inc. from 1989 to 1999 culminating in his serving as Managing Director and co-head of Mergers and Acquisitions for Financial Institutions. Earlier Dr. Sobti worked at Goldman, Sachs & Co. from 1986 through 1989. Dr. Sobti is co-Chair of the International Advisory Board of the University of Pennsylvania's Center for the Advanced Study of India. Dr. Sobti holds a B.A. from St. Stephen's College, University of Delhi, and an M.B.A. and Ph.D. in Finance from The Wharton School, University of Pennsylvania. Board Qualifications: | |||||||
• | |||||||
Age: •60 | |||||||
Director Since: •May 2014 | |||||||
Committee Membership: •Audit Committee Chair •Risk Committee Member | |||||||
Professional Experience: •Finance and Capital Markets |
LYNNE WINES |
Ms. Wines brings extensive banking experience to our Board. From July 2011 to May 2014, Ms. Wines served as President and Chief Executive Officer of First Southern Bank of Boca Raton, Fla. and was responsible for all aspects of market and operations before its acquisition by Centerstate Bank in 2014. From January 2008 to June 2010, she served as President and Chief Operating Officer of CNL Bank, a $1.6 billion independent statewide commercial bank. Ms. Wines served as President & Chief Executive Officer of Commercial Banking South Florida for Colonial Bank, N.A. from 2005 until 2007 following Colonial Bank’s acquisition of Union Bank of Florida. Ms. Wines served as President and Chief Executive Officer of Union Bank of Florida from May 1999 until the acquisition by Colonial Bank, N.A. in February 2005. From January 1986 to May 1999, Ms. Wines served as the Controller of Union Bank of Florida, its Senior Vice President and Chief Financial Officer and its Executive Vice President and Chief Operating Officer. Wines’ professional affiliations include a four-year term on the board of directors of the Florida Bankers Association, a member of Leadership Florida, International Women's Forum, Women's Corporate Directors, and past member of Broward Workshop. From August 2018 to March 2020, Ms. Wines served as Senior Director, Broward Business Council on Homelessness. Ms. Wines has been a guest lecturer at Florida Atlantic University, Lynn University, and Nova Southeastern University's MBA programs. Civic involvement includes Commissioner of the Housing Authority of the City of Fort Lauderdale, Chairperson of United Way of Broward County, Chair of 211-Broward, Board Member, Broward County Continuum Care, as well as leadership roles in several other non-profit organizations. Ms. Wines received a Bachelor of Science from Nova Southeastern University and a Master's in Public Administration, Public Service Leadership from New York University. Ms. Wines completed the Advanced Leadership Initiative Fellowship at Harvard University in December 2016. Board Qualifications: | |||||||
• | |||||||
Age: •67 | |||||||
Director Since: •August 2015 | |||||||
Committee Membership: •Nominating and Corporate Governance Committee Chair •Audit Committee Member | |||||||
Professional Experience: •Banking |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Role of Board of Directors |
Director Independence |
Board and Board Committee Performance Evaluations |
Director Education |
Board of Directors Meetings and Attendance |
Committees of the Board of Directors |
Audit Committee |
Committee Members: | Key Responsibilities: | ||||
Sanjiv Sobti, Ph.D. (Chair) John N. DiGiacomo Lynne Wines | •Oversees the integrity of the Company's financial statements and the financial reporting process, including the system of disclosure controls. •Oversees the appointment, qualifications, performance, compensation and independence of the Independent Registered Public Accounting Firm. •Oversees the performance of the Company's internal audit function. •Oversees the Company's compliance with applicable legal and regulatory requirements related to financial matters. •Reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team. •Reviews our financial risk and control procedures, compliance programs and significant tax matters. | ||||
Independence/Qualifications/Requirements: | |||||
•Our Board of Directors has determined that each member of the Audit Committee is independent and financially literate in accordance with NYSE listing standards and qualify as "audit committee financial experts" as defined by the Securities and Exchange Commission (the "SEC"). •All of the Audit Committee members meet the independence and experience requirements of the NYSE and the SEC. |
Risk Committee |
Committee Members: | Key Responsibilities: | ||||
Douglas J. Pauls (Chair) William S. Rubenstein Sanjiv Sobti, Ph.D. | •Approves the Enterprise Risk Framework and the Company's Risk Appetite Statement. •Oversees risk assessment, monitoring, and management of aggregate credit, interest rate, liquidity, price, operational, compliance/legal, BSA/AML, strategic, and reputation risk, including the adequacy of capital to absorb such risks. | ||||
Independence/Qualifications/Requirements: | |||||
•All of the Risk Committee members meet the independence requirements of the NYSE and the SEC. •All Risk Committee members also meet the risk expertise requirements for directors of a risk committee by the Board of Governors of the Federal Reserve System. |
Compensation Committee |
Committee Members: | Key Responsibilities: | ||||
Michael J. Dowling (Chair) Tere Blanca A. Gail Prudenti | •Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans, including the BankUnited, Inc. equity incentive plans. •Determines and approves compensation and corporate goals and objectives relevant to the incentive awards of our CEO and other named executive officers; further evaluates the performance of these officers. •Evaluates and discusses with executive management our incentive-based compensation plans. •Makes recommendations to the Board for approval of the non-employee director compensation program. | ||||
Independence/Qualifications/Requirements: | |||||
•All of the Compensation Committee members meet the independence standards of the NYSE, including the NYSE's independence requirements specific to the members of compensation committees. |
Nominating and Corporate Governance Committee | 5 meetings held in |
Committee Members: | Key Responsibilities: | ||||
Lynne Wines (Chair) Douglas J. Pauls A. Gail Prudenti | •Makes recommendations to the Board regarding candidates for directorships and the size and composition of our Board of Directors and committees. •Oversees and reviews the annual Board and board committee self-assessments. •Reviews appropriate retirement age and tenure limitations as well as memberships on other boards and board education and training. •Oversees CEO succession planning and working with the CEO, further reviews the Company's management succession plans. •Oversees our corporate governance guidelines and reports and makes recommendation to our Board on responsibilities related to corporate governance matters. provides Board oversight of Environmental, Social and Governance (ESG) matters. | ||||
Independence/Qualifications/Requirements: | |||||
•All of the Nominating and Corporate Governance Committee members meet the independence standards of the NYSE. |
Compensation Committee Interlocks and Insider Participation |
Risk Governance Documents |
Risk Management and Oversight |
Shareholder Engagement |
Board Leadership Structure |
Lead Independent Director |
Executive Sessions |
CEO and Senior Management Succession Planning |
Communications with the Board of Directors |
Corporate Governance Guidelines, Code of Conduct and Code of Ethics |
Environmental, Social and Governance ("ESG") Practices and Oversight |
Environmental Sustainability Strategy |
Information Security and Cybersecurity |
Social Responsibility |
Director Compensation |
2021 Director Compensation |
Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | ||||||||||||||||||
Tere Blanca | 70,000 | 70,007 | 140,007 | |||||||||||||||||
John N. DiGiacomo | 95,000 | 70,007 | 165,007 | |||||||||||||||||
Michael J. Dowling | 95,000 | 70,007 | 165,007 | |||||||||||||||||
Douglas J. Pauls | 130,000 | 105,011 | 235,011 | |||||||||||||||||
A. Gail Prudenti | 70,000 | 70,007 | 140,007 | |||||||||||||||||
William S. Rubenstein | 95,000 | 70,007 | 165,007 | |||||||||||||||||
Sanjiv Sobti, Ph.D. | 155,000 | 70,007 | 225,007 | |||||||||||||||||
Lynne Wines | 120,000 | 70,007 | 190,007 |
Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | |||||||
Tere Blanca | 82,500 | 70,000 | 152,500 | ||||||
Eugene F. DeMark (1) | 93,750 | — | 93,750 | ||||||
John N. DiGiacomo | 97,083 | 70,000 | 167,083 | ||||||
Michael J. Dowling | 107,500 | 70,000 | 177,500 | ||||||
Douglas J. Pauls | 159,167 | 105,018 | 264,185 | ||||||
A. Gail Prudenti | 82,500 | 70,000 | 152,500 | ||||||
William S. Rubenstein | 107,500 | 70,000 | 177,500 | ||||||
Sanjiv Sobti, Ph.D. | 152,917 | 70,000 | 222,917 | ||||||
Lynne Wines | 132,500 | 70,000 | 202,500 |
Name | Unvested Restricted Shares (#) | |||||||
Tere Blanca | ||||||||
John N. DiGiacomo | ||||||||
Michael J. Dowling | ||||||||
Douglas J. Pauls | ||||||||
A. Gail Prudenti | ||||||||
William S. Rubenstein | ||||||||
Dr. Sanjiv Sobti | ||||||||
Lynne Wines |
Stock retention requirements and non-hedging policy for our |
Director Nominating Process and Diversity |
Outside Advisors |
CERTAIN RELATED PARTY RELATIONSHIPS |
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Report of the Audit Committee |
Auditor Fees and Services |
2019 | 2018 | 2021 | 2020 | |||||||||||||||
Audit Fees | $ | 2,190,000 | $ | 2,188,900 | Audit Fees | $ | 1,780,000 | $ | 2,062,000 | |||||||||
Audit-Related Fees | 77,500 | 154,500 | Audit-Related Fees | — | 282,000 | |||||||||||||
Tax Fees | — | — | Tax Fees | — | — | |||||||||||||
All Other Fees | — | — | All Other Fees | — | — | |||||||||||||
Total Fees | $ | 2,267,500 | $ | 2,343,400 | Total Fees | $ | 1,780,000 | $ | 2,344,000 |
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors |
EXECUTIVE OFFICERS |
Name | Position | ||||
Rajinder P. Singh | Chairman, President and Chief Executive Officer | ||||
Leslie N. Lunak | Chief Financial Officer | ||||
Thomas M. Cornish | Chief Operating Officer | ||||
Rishi Bansal | Chief Investment Officer of BankUnited, N.A. | ||||
Jay D. Richards | Chief Risk Officer of BankUnited, N.A. | ||||
Kevin Malcolm | General Counsel of BankUnited, N.A. |
LESLIE N. LUNAK | |||||
Ms. Lunak has been our Chief Financial Officer since March 2013. Ms. Lunak served as the Bank's Executive Vice President and Chief Accounting Officer from June 2012 through March 2013 and as Senior Vice President, Finance from October 2010 through June 2012. From August 2004 through October 2010, Ms. Lunak was an Audit Director at the public accounting firm McGladrey & Pullen, LLP. Her responsibilities included overseeing audit engagements and the performance of financial and accounting consulting services for clients primarily engaged in the financial services industry, serving as a designated national financial services industry specialist and serving as a subject matter expert in a variety of technical accounting areas, including derivatives, equity instruments, fair value accounting and acquisition accounting. She was also responsible for the development and presentation of a wide variety of continuing education courses for both internal and external audiences. From 2001 through August 2004, Ms. Lunak was a senior audit manager with the certified public accounting firm Adair, Fuller, Witcher and Malcom, with oversight responsibility for all of the firm's audit engagements. From June 1985 through 2001, Ms. Lunak was an independent consultant, providing finance and accounting related services to clients consisting primarily of community banks and thrifts and the U.S. Drug Enforcement Administration. From 1979 through June 1985, Ms. Lunak was with the public accounting firm Deloitte, where she was an audit manager serving primarily clients in the banking industry and was designated a national banking industry specialist. She was named one of South Florida Business Journal's Influential Business Women of 2019 and is a member of the Board of Directors of the Urban League of Broward County. Ms. Lunak is a Florida CPA and received a B.S. in Accounting from Oklahoma State University. | |||||
Age: •64 | |||||
Position: •Chief Financial Officer | |||||
Position Since: •March 2013 |
THOMAS M. CORNISH | |||||
Mr. Cornish has been our Chief Operating Officer since January 2017. Mr. Cornish was the Bank's President, Florida Region from March 2014 through December 2016. From 2003 to March 2014, Mr. Cornish served as President and Chief Executive Officer of Marsh & McLennan Agency, Florida Region. Prior to that, he held several senior leadership positions with SunTrust Bank from 1983 through 2003. While with Marsh & McLennan Agency, Mr. Cornish was recognized with honors as "Miami's CEO of the Year" by the South Florida Business Journal and the "Ultimate CEO" by Business Leader Magazine. Mr. Cornish was also elected to the Florida International University ("FIU") School of Business Hall of Fame in 2013. In 2017, Mr. Cornish received the Torch Award from the FIU Alumni Association, the organization's highest award that recognizes alumni and faculty making positive impacts on their profession, the community and the university. Mr. Cornish previously served as Chairman of the Board of the FIU Foundation. He is also the past Chairman of the FIU Wolfsonian Museum and past Chairman of the Board of the Miami Children’s Hospital Foundation. Mr. Cornish is a past Chairman of the Beacon Council and Assurex Global Corporation. He is a past board member of the Camillus House, The Chapman Partnership and past member of the Orange Bowl committee. Mr. Cornish earned his B.A. degree from Florida International University. | |||||
Age: •63 | |||||
Position: •Chief Operating Officer | |||||
Position Since: •January 2017 |
RISHI BANSAL | |||||
Mr. Bansal has been the Bank's Chief Investment Officer since February 2017 and most recently served as Executive Vice President, Mortgage Portfolio. Mr. Bansal joined the Bank in July 2009, and was part of the advisory group that worked on the Bank's acquisition. In his role as Chief Investment Officer, Mr. Bansal is responsible for the bank’s investment securities portfolio. He manages the Bank's residential loan portfolio, residential mortgage warehouse business and Pinnacle Public Finance business. Prior to joining BankUnited, Mr. Bansal was a Managing Director in fixed income with Merrill Lynch from 2007 through 2009 and a fixed income trader at Lehman Brothers from 1998 through 2007. Mr. Bansal received a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad and earned his Bachelor of Technology (Chemical Engineering) from Indian Institute of Technology, Delhi. | |||||
Age: •48 | |||||
Position: •Chief Investment Officer of BankUnited, N.A. | |||||
Position Since: •February 2017 |
JAY D. RICHARDS | |||||
Mr. Richards has been the Bank's Chief Risk Officer since September 2019 when the Bank consolidated the Credit and Risk organizations into one Enterprise Risk Management group. Mr. Richards served as our Chief Credit Officer from January 2018 through September 2019. Prior to that, he held several senior leadership positions with TD Bank (and its predecessor banks) from 2008 until 2018, Compass Bank from 2006 until 2008, Regions Bank (and its predecessor banks) from 1999 until 2006, and Bank One (now part of JPMorgan Chase) from 1993 through 1999. Mr. Richards has a breadth of experience across Capital Markets, Commercial C&I, Commercial CRE, Consumer Lending, Specialty Banking, Government and Not-for-Profit Banking industries, as well as, extensive Workout and Recovery experience. In addition, Mr. Richards has significant experience in bank mergers and acquisitions, from the due diligence phase through integration. He has also been an essential part of several core infrastructure and strategic realignment projects. Mr. Richards has a B.S. in Finance from Indiana State University. | |||||
Age: •51 | |||||
Position: •Chief Risk Officer of BankUnited, N.A. | |||||
Position Since: •September 2019 |
KEVIN MALCOLM | |||||
Mr. Malcolm has been General Counsel of BankUnited, N.A. since September 2020. In his role as General Counsel, Mr. Malcolm is responsible for overseeing the Bank's Legal, Regulatory Compliance, BSA and Corporate Fraud departments. Prior to joining BankUnited, Mr. Malcolm served as Vice President, Head of Legal for VeriFone’s Europe, Middle East and Africa region from March to September 2020. From December 2017 to March 2020, Mr. Malcolm was General Counsel and Vice President Business and Legal Affairs for Curb Mobility. Prior to joining Curb Mobility, Mr. Malcolm served as Vice President, Strategic Business Development and Legal – Global Taxi Systems at VeriFone from March 2013 to December 2017. Mr. Malcolm began his career as an M&A and corporate finance attorney in London, England and Los Angeles with global law firms Simpson Thatcher & Bartlett LLP and Skadden Arps Slate Meagher & Flom LLP, where he represented leading private equity funds and their portfolio companies. Mr. Malcolm received his J.D. from Columbia University School of Law and his B.F.A. from New York University, Tisch School of the Arts. | |||||
Age: •49 | |||||
Position: •General Counsel of BankUnited, N.A. | |||||
Position Since: •September 2020 |
COMPENSATION DISCUSSION AND ANALYSIS |
Named Executive Officer | Age | Title | ||||||
Rajinder P. Singh | Chairman, President and Chief Executive Officer | |||||||
Leslie N. Lunak | Chief Financial Officer | |||||||
Thomas M. Cornish | Chief Operating Officer | |||||||
Rishi Bansal | Chief Investment Officer of BankUnited, N.A. | |||||||
Jay D. Richards | Chief Risk Officer of BankUnited, N.A. |
EXECUTIVE SUMMARY |
Emphasis on Pay for Performance | Attract and Retain Key Executives | Align Interests of our Executives with those of our Shareholders | Balance Risk and Reward - Discourage Inappropriate Risk Taking |
WHAT WE DO | WHAT WE DON'T DO | ||||
ü Use an independent compensation consultant to advise on executive compensation matters | r Do not have compensation programs that encourage unnecessary and excessive risk taking | ||||
ü Design compensation programs to drive long-term performance | r No income tax or excise tax gross-ups | ||||
ü Incorporate an overriding performance condition in our performance metrics | r No reloading, repricing or backdating options | ||||
ü Consider peer group data when making executive compensation decisions; | r Do not permit hedging, pledging or short-selling of the Company's stock by executive officers | ||||
ü Set multi-year vesting periods for equity awards | r Do not provide excessive severance arrangements | ||||
ü | r Do not pay dividends or dividend equivalents on performance | ||||
ü Have a recoupment policy | r Do not provide guaranteed bonuses to our NEOs | ||||
ü Regularly engage with shareholders on compensation and governance matters | |||||
ü Maintain an independent Compensation Committee | |||||
ü Provide a majority of the | |||||
ü All equity awards granted after March 1, 2019 are subject to "double-trigger" vesting provisions upon a change in control |
Consideration of Say-on-Pay Vote Results |
HOW COMPENSATION DECISIONS ARE MADE |
Signature Bank | |||||
BOK Financial Corporation | South State Corporation | ||||
East West Bancorp | Sterling Bancorp | ||||
F.N.B. Corporation | Synovus Financial Corporation | ||||
Fulton Financial Corporation | Texas Capital Bancshares, Inc. | ||||
Hancock Whitney Corporation | UMB Financial Corporation | ||||
Investors Bancorp | Valley National Bancorp | ||||
Pacwest Bancorp | Western Alliance Bancorporation |
2021 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |
Overriding Performance Condition | |||||||||||||||||||
If the Company fails to be well-capitalized at the end of any year, as defined by the applicable federal banking regulator for purposes of the prompt corrective action provisions of the Federal Deposit Insurance Act, no performance-based awards will be payable or granted to the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chief Investment Officer regardless of the Company having met the established performance criteria. | |||||||||||||||||||
2021 Capital Position | ||
• Exceeded all requirements to be considered "well capitalized" | ||
• | ||
•CET1 risk-based capital of 12.6% | ||
• Tier 1 leverage ratio of |
Component 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. | ||||||||
At-Risk | Annual Incentive Program (AIP) | Performance-based cash payment | To reward the achievement of annual financial and other performance related goals, aligning pay with performance. | ||||||||
At-Risk | Long-Term Equity-Based Incentive Program (LTIP) | Restricted | To motivate and retain executives by aligning their long-term interests with those of shareholders through sustained performance. | ||||||||
Performance |
NEO | 2020 Base Salary | 2021 Base Salary | ||||||
Rajinder P. Singh | $1,000,000 | $1,000,000 | ||||||
Leslie N. Lunak | $500,000 | $500,000 | ||||||
Thomas M. Cornish | $630,000 | $630,000 | ||||||
Rishi Bansal | $450,000 | $450,000 | ||||||
Jay D. Richards | $400,000 | $400,000 |
NEO | 2018 Base Salary | 2019 Base Salary |
Mr. Singh(1) | $1,000,000 | $1,000,000 |
Ms. Lunak | $500,000 | $500,000 |
Mr. Cornish | $630,000 | $630,000 |
Mr. Bansal | $450,000 | $450,000 |
Mr. Richards(2) | $350,000 |
Messrs. Singh, Cornish and Bansal and Ms. Lunak |
APR | Payout (% of Target) | Rajinder P. Singh | Leslie N. Lunak | Thomas M. Cornish | Rishi Bansal | ||||||||||||
<25% | —% | – | – | – | – | ||||||||||||
25% | 50% | $750,000 | $218,750 | $472,500 | $225,000 | ||||||||||||
50% | 100% | $1,500,000 | $437,500 | $945,000 | $450,000 | ||||||||||||
75% | 150% | $2,250,000 | $656,250 | $1,417,500 | $675,000 |
Growth in Net-Interest Margin | NPA Ratio | Earnings Per Share Growth (a) | Growth in Average Non-Interest Bearing Deposits | APR | |||||||||||||
BankUnited | 0.03% | 0.45% | 110.79% | 47.23% | |||||||||||||
Percentile Ranking | 88.40% | 13.70% | 75.70% | 79.70% | 64.38% |
APR | Payout (% of Target) | Rajinder P. Singh | Leslie N. Lunak | Thomas M. Cornish | Rishi Bansal |
0% - 44% | $0 | $0 | $0 | $0 | $0 |
45% - 59% | 75% | $1,125,000 | $328,125 | $708,750 | $337,500 |
60% - 74% | 100% | $1,500,000 | $437,500 | $945,000 | $450,000 |
75% - 100% | 150% | $2,250,000 | $656,250 | $1,417,500 | $675,000 |
2019 Revenue Growth | 2019 Operating Expense Growth | 2019 Earnings Per Share Growth | 2019 NPA Ratio | APR | |
BankUnited | 12.38% | 1.40% | 34.32% | 0.50 | |
Percentile Ranking | 88.30% | 75.70% | 100.00% | 30.50% | 73.63% |
Mr. Richards |
Messrs. Singh, Cornish and Bansal and Ms. Lunak |
Time-Based Awards (RSUs) |
Performance-Based Awards (PSUs) - Performance Period January 1, |
APR | Payout (% of Target) | ||||
<25% | —% | ||||
25% | 50% | ||||
50% | 100% | ||||
75% | 150% |
Threshold, Target and Maximum performance levels for PSUs Granted in 2021 | ||||||||||||||||||||
25th Percentile | 50th Percentile | 75th Percentile | ||||||||||||||||||
Threshold | Threshold Shares | Target | Target Shares | Maximum | Maximum Shares | |||||||||||||||
Rajinder P. Singh | $718,750 | 16,354 | $1,437,500 | 32,708 | $2,156,250 | 49,062 | ||||||||||||||
Leslie N. Lunak | $179,688 | 4,089 | $359,375 | 8,177 | $539,063 | 12,266 | ||||||||||||||
Thomas M. Cornish | $316,969 | 7,213 | $633,938 | 14,425 | $950,907 | 21,637 | ||||||||||||||
Rishi Bansal | $186,875 | 4,252 | $373,750 | 8,504 | $560,625 | 12,756 |
0% - 33% | 34% - 66% | 67% - 100% | |||
Low | Target | Target Shares | Maximum | Maximum Shares | |
Rajinder P. Singh | $— | $1,250,000 | 37,448 | $1,875,000 | 56,172 |
Leslie N. Lunak | $— | $312,500 | 9,362 | $468,750 | 11,538 |
Thomas M. Cornish | $— | $551,250 | 16,515 | $826,875 | 24,772 |
Rishi Bansal | $— | $325,000 | 9,737 | $487,500 | 14,605 |
Mr. Richards |
2017 PSUs - Award Amounts in Number of Shares | ||||
APR | Payout (% of Target) | Rajinder P. Singh | Leslie N. Lunak | Thomas M. Cornish |
0% - 33% | -% | - | - | - |
34% - 66% | 100% | 24,868 | 8,312 | 14,661 |
67% - 100% | 150% | 37,301 | 12,467 | 21,992 |
Growth in Tangible Book Value (3-yr CAGR) | Relative 3-year Total Shareholder Return | Relative Net Charge-off Ratio | APR | |
BankUnited | 13.72% | 4.16% | 0.08% | |
Percentile Ranking | 81.70% | 56.10% | 50.00% | 62.60% |
OTHER ELEMENTS OF COMPENSATION |
OTHER CONSIDERATIONS |
Named Executive Officer | Minimum Equity Ownership | ||||
Chief Executive Officer | 6 times base salary | ||||
All Other Named Executive Officers | 3 times base salary |
Equity Ownership | ||||||||||||||||||||
Named Executive Officer | Ownership Requirement | Approximate Stock Value Required to be Held | Holds Required Amount(1) | |||||||||||||||||
Rajinder P. Singh | 6 X Base Salary | $6,000,000 | Yes | |||||||||||||||||
Leslie N. Lunak | 3 X Base Salary | $1,500,000 | Yes | |||||||||||||||||
Thomas M. Cornish | 3 X Base Salary | $1,890,000 | Yes | |||||||||||||||||
Rishi Bansal | 3 X Base Salary | $1,350,000 | Yes | |||||||||||||||||
Jay D. Richards | 3 X Base Salary | $1,200,000 | Yes |
Equity Ownership | ||||||||
Named Executive Officer | Ownership Requirement | Approximate Stock Value Required to be Held | Holds Required Amount | Percent of Required Amount Owned (1) | ||||
Rajinder P. Singh | 6 X Base Salary | $6,000,000 | Yes | 314% | ||||
Leslie N. Lunak | 3 X Base Salary | $1,500,000 | Yes | 121% | ||||
Thomas M. Cornish | 3 X Base Salary | $1,890,000 | Yes | 116% | ||||
Rishi Bansal | 3 X Base Salary | $1,350,000 | No | 55% | ||||
Jay D. Richards | 3 X Base Salary | $1,050,000 | No | 44% |
Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Rajinder P. Singh | 2021 | 1,000,000 | — | 2,875,033 | 1,931,574 | — | 107,180 | (6) | 5,913,787 | |||||||||||||||||||||||||||||||||||||||||
Chairman, President and Chief Executive Officer | 2020 | 1,000,000 | 1,000,000 | 2,500,019 | — | — | 176,562 | 4,676,581 | ||||||||||||||||||||||||||||||||||||||||||
2019 | 1,000,000 | — | 2,500,028 | 1,500,000 | 731 | 319,470 | 5,320,229 | |||||||||||||||||||||||||||||||||||||||||||
Leslie N. Lunak | 2021 | 500,000 | — | 718,758 | 563,376 | — | 13,050 | (7) | 1,795,184 | |||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 2020 | 500,000 | 306,250 | 625,039 | — | — | 12,825 | 1,444,114 | ||||||||||||||||||||||||||||||||||||||||||
2019 | 500,000 | — | 625,007 | 437,500 | 1,111 | 12,600 | 1,576,218 | |||||||||||||||||||||||||||||||||||||||||||
Thomas M. Cornish | 2021 | 630,000 | — | 1,267,958 | 1,216,891 | — | 13,050 | (7) | 3,127,899 | |||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer | 2020 | 630,000 | 708,750 | 1,102,513 | — | — | 12,825 | 2,454,088 | ||||||||||||||||||||||||||||||||||||||||||
2019 | 630,000 | — | 1,102,541 | 945,000 | 342 | 12,600 | 2,690,483 | |||||||||||||||||||||||||||||||||||||||||||
Rishi Bansal | 2021 | 450,000 | — | 747,502 | 579,472 | — | 13,050 | (7) | 1,790,024 | |||||||||||||||||||||||||||||||||||||||||
Chief Investment Officer BankUnited, N.A. | 2020 | 450,000 | 337,500 | 650,037 | — | — | 12,825 | 1,450,362 | ||||||||||||||||||||||||||||||||||||||||||
2019 | 450,000 | — | 650,042 | 450,000 | 503 | 12,600 | 1,563,145 | |||||||||||||||||||||||||||||||||||||||||||
Jay D. Richards | 2021 | 400,000 | 375,000 | 504,120 | — | — | 13,050 | (7) | 1,292,170 | |||||||||||||||||||||||||||||||||||||||||
Chief Risk Officer BankUnited, N.A. | 2020 | 391,667 | 245,000 | 370,800 | — | — | 12,825 | 1,020,292 | ||||||||||||||||||||||||||||||||||||||||||
2019 | 350,000 | 350,000 | 366,500 | — | — | 17,600 | 1,084,100 |
Name and Principal Position | Year | Salary ($) | Bonus ($) (2) | Stock Awards ($)(3)(4)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||
Rajinder P. Singh | 2019 | 1,000,000 | — | 2,500,028 | 1,500,000 | 731 | 319,470 | (7) | 5,320,229 | ||||||||||||||
Chairman, President and Chief Executive Officer | 2018 | 985,460 | — | 2,500,045 | 1,500,000 | — | 613,872 | 5,599,377 | |||||||||||||||
2017 | 935,000 | — | 1,870,074 | 1,402,500 | 1,740 | 509,258 | 4,718,572 | ||||||||||||||||
Leslie N. Lunak | 2019 | 500,000 | — | 625,007 | 437,500 | 1,111 | 12,600 | (8) | 1,576,218 | ||||||||||||||
Chief Financial Officer | 2018 | 500,000 | — | 625,052 | 437,500 | — | 12,375 | 1,574,927 | |||||||||||||||
2017 | 483,333 | — | 1,025,089 | 437,500 | 913 | 12,150 | 1,958,985 | ||||||||||||||||
Thomas M. Cornish | 2019 | 630,000 | — | 1,102,541 | 945,000 | 342 | 12,600 | (8) | 2,690,483 | ||||||||||||||
Chief Operating Officer | 2018 | 630,000 | — | 1,102,536 | 945,000 | — | 12,375 | 2,689,911 | |||||||||||||||
2017 | 608,334 | — | 1,702,120 | 945,000 | 295 | 12,150 | 3,267,899 | ||||||||||||||||
Rishi Bansal | 2019 | 450,000 | — | 650,042 | 450,000 | 503 | 12,600 | (8) | 1,563,145 | ||||||||||||||
Chief Investment Officer BankUnited, N.A. | 2018 | 441,667 | — | 805,600 | 450,000 | — | 12,375 | 1,709,642 | |||||||||||||||
2017 | 400,000 | 450,000 | 816,800 | — | 913 | 12,150 | 1,679,863 | ||||||||||||||||
Jay D. Richards(1) | 2019 | 350,000 | 350,000 | 366,500 | — | — | 17,600 | 1,084,100 | |||||||||||||||
Chief Risk Officer BankUnited, N.A. |
2.Amounts shown do not reflect the compensation actually realized in 2021 by the NEOs. Instead, amounts represent the aggregate grant date fair value of performance and restricted shares granted to the NEOs during 2021 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, 2021. 3.On March 31, 2021, the Compensation Committee awarded Mr. Singh 32,708 RSUs and 32,708 PSUs, Mr. Cornish 14,425 RSUs and 14,425 PSUs, Ms. Lunak 8,177 RSUs and 8,177 PSUs and Mr. Bansal 8,504 RSUs and 8,504 PSUs. 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 (w) Mr. Singh would have had a grant date fair value of $2,156,250 (as opposed to the target grant date fair value of $1,437,500 reported above); (x) Mr. Cornish would have had a grant date fair value of $950,907 (as opposed to the target grant date fair value of $633,938 reported above); (y) Ms. Lunak would have had a grant date fair value of $539,063 (as opposed to the target grant date of $359,375 reported above); and (z) Mr. Bansal would have had a grant date fair value of $560,625 (as opposed to the target grant date of $373,750 reported above). 4.Other than RSUs and PSUs, we typically grant stock awards 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 stock awards generally appear in the Summary Compensation Table for the year after the performance year upon which they were based. On March 1, 2021, Mr. Richards was awarded 12,000 restricted shares for his performance in the 2020 fiscal year and overall contributions to the Company. 5.For each Messrs. Singh, Cornish, Bansal and Ms. Lunak the amounts reported reflect a performance-based cash incentive award earned for performance in 2021 and paid in the first quarter of 2022. 6.Includes contributions of $13,050 and $31,950 made by us on Mr. Singh's behalf to our 401(k) plan and Nonqualified Deferred Compensation Plan, respectively, $8,998 for personal |
Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajinder P. Singh | 3/31/2021 | 3/31/2021 | 750,000 | 1,500,000 | 2,250,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | 16,354 | 32,708 | 49,062 | — | 1,437,517 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | — | — | — | 32,708 | 1,437,517 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Leslie N. Lunak | 3/31/2021 | 3/31/2021 | 218,750 | 437,500 | 656,250 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | 4,089 | 8,177 | 12,266 | — | 359,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | — | — | — | 8,177 | 359,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas M. Cornish | 3/31/2021 | 3/31/2021 | 472,500 | 945,000 | 1,417,500 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | 7,213 | 14,425 | 21,637 | — | 633,979 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | — | — | — | 14,425 | 633,979 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Rishi Bansal | 3/31/2021 | 3/31/2021 | 225,000 | 450,000 | 675,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | 4,252 | 8,504 | 12,756 | — | 373,751 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 3/31/2021 | — | — | — | — | — | — | 8,504 | 373,751 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Jay D. Richards | 3/1/2021 | 2/24/2021 | — | — | — | — | — | — | 12,000 | (4) | 504,120 |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(4) | |||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Rajinder P. Singh | 3/26/2019 | — | 1,500,000 | 2,250,000 | — | 37,448 | 56,172 | 37,448 | 1,250,014 | |||||||||||||||||
Leslie N. Lunak | 3/26/2019 | — | 437,500 | 656,250 | — | 9,362 | 14,043 | 9,362 | 312,504 | |||||||||||||||||
Thomas M. Cornish | 3/26/2019 | — | 945,000 | 1,417,500 | — | 16,515 | 24,772 | 16,515 | 551,271 | |||||||||||||||||
Rishi Bansal | 3/26/2019 | — | 450,000 | 675,000 | — | 9,737 | 14,605 | 9,737 | 325,021 | |||||||||||||||||
Jay D. Richards | 3/1/2019 | — | — | — | — | — | — | 10,000 | (3) | 366,500 |
Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of Units/Shares of Stock That Have Not Vested | Market Value of Units/Shares of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Units/Shares or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units/Shares or Other Rights That Have Not Vested (6) | |||||||||||||||||||||||||||||||||||||||||||
Rajinder P. Singh | 61,245 | (1) | 2,591,276 | 187,291 | 7,924,282 | ||||||||||||||||||||||||||||||||||||||||||
Leslie N. Lunak | 15,311 | (2) | 647,808 | 46,824 | 1,981,123 | ||||||||||||||||||||||||||||||||||||||||||
Thomas M. Cornish | 27,008 | (3) | 1,142,708 | 82,597 | 3,494,679 | ||||||||||||||||||||||||||||||||||||||||||
Rishi Bansal | 15,924 | (4) | 673,744 | 48,696 | 2,060,328 | ||||||||||||||||||||||||||||||||||||||||||
Jay D. Richards | 26,000 | (5) | 1,100,060 | — | — |
Option Awards | Stock Awards | ||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units/Shares of Stock That Have Not Vested | Market Value of Units/Shares of Stock That Have Not Vested (6) | Number of Unearned Units/Shares or Other Rights That Have Not Vested (7) | Market or Payout Value of Unearned Units/Shares or Other Rights That Have Not Vested (6) | ||||||||||||||||
Rajinder P. Singh | 599,632 | — | 27.00 | 2/2/2021 | 78,320 | (1) | 2,863,379 | 68,214 | 2,493,904 | ||||||||||||||
Leslie N. Lunak | 18,000 | — | 22.24 | 11/17/2020 | 13,131 | (2) | 480,069 | 17,054 | 623,494 | ||||||||||||||
Thomas M. Cornish | — | — | — | — | 21,803 | (3) | 797,118 | 30,083 | 1,099,834 | ||||||||||||||
Rishi Bansal | — | — | — | — | 27,302 | (4) | 998,161 | 9,737 | 355,985 | ||||||||||||||
Jay D. Richards | — | — | — | — | 14,965 | (5) | 547,120 | — |
Stock Awards | |||||||||||||||||
Name | Number of Units/Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | |||||||||||||||
Rajinder P. Singh | 71,194 | (2) | 3,016,490 | ||||||||||||||
Leslie N. Lunak | 7,804 | (2) | 330,655 | ||||||||||||||
Thomas M. Cornish | 13,767 | (2) | 583,308 | ||||||||||||||
Rishi Bansal | 8,116 | (2) | 343,875 | ||||||||||||||
6,667 | (3) | 280,081 | |||||||||||||||
Jay D. Richards | 7,983 | (3) | 335,426 |
Option Awards | Stock Awards | |||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Units/Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | |||||||||
Rajinder P. Singh | 147,877 | 1,382,195 | 24,868 | (2) | 909,174 | |||||||
Rajinder P. Singh | 27,906 | (3) | 1,020,243 | |||||||||
Leslie N. Lunak | 4,167 | (4) | 147,678 | |||||||||
Leslie N. Lunak | 3,546 | (4) | 118,436 | |||||||||
Leslie N. Lunak | 8,312 | (2) | 303,887 | |||||||||
Leslie N. Lunak | 7,676 | (3) | 280,635 | |||||||||
Thomas M. Cornish | 6,667 | (4) | 236,278 | |||||||||
Thomas M. Cornish | 4,894 | (4) | 179,365 | |||||||||
Thomas M. Cornish | 14,661 | (2) | 536,006 | |||||||||
Thomas M. Cornish | 13,538 | (3) | 494,949 | |||||||||
Rishi Bansal | 6,667 | (4) | 236,278 | |||||||||
Rishi Bansal | 13,333 | (4) | 488,654 | |||||||||
Rishi Bansal | 2,435 | (3) | 89,024 | |||||||||
Jay D. Richards | 2,483 | (4) | 91,002 |
Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | ||||||||||||||||||||||||
($)(2) | ($)(3) | ($) | ($) | ($)(4) | |||||||||||||||||||||||||
Rajinder P. Singh | 42,600 | 31,950 | 254,633 | — | 4,493,744 | ||||||||||||||||||||||||
Leslie N. Lunak | 241,875 | — | 191,915 | — | 3,287,305 | ||||||||||||||||||||||||
Thomas M. Cornish | — | — | 19,567 | (106,886) | 295,977 | ||||||||||||||||||||||||
Rishi Bansal | 196,875 | — | 141,246 | — | 1,955,776 | ||||||||||||||||||||||||
Jay D. Richards(1) | — | — | — | — | — |
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) | ($) | ($) | ($)(4) | ||||||||||
Rajinder P. Singh | 133,200 | 99,900 | 218,091 | (1,156,697 | ) | 3,542,511 | ||||||||
Leslie N. Lunak | 368,750 | — | 139,973 | — | 2,404,724 | |||||||||
Thomas M. Cornish | 94,500 | — | 28,748 | — | 474,059 | |||||||||
Rishi Bansal | 157,500 | — | 118,387 | — | 1,667,142 | |||||||||
Jay D. Richards(1) | — | — | — | — | — |
Cash Severance | Continued Benefits | Value of Acceleration of Equity | Total | Cash Severance | Continued Benefits | Value of Acceleration of Equity | Total | |||||||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
Rajinder P. Singh (1) | Rajinder P. Singh (1) | |||||||||||||||||||||||||||||||||
Death / Disability | — | 186,701 | 5,357,283 | 5,543,984 | Death / Disability | — | 108,874 | 7,874,145 | 7,983,019 | |||||||||||||||||||||||||
For Cause / Without Good Reason | — | — | — | — | For Cause / Without Good Reason | — | — | — | — | |||||||||||||||||||||||||
Without Cause / For Good Reason | 6,500,000 | 186,701 | 5,357,283 | 12,043,984 | Without Cause / For Good Reason | 6,500,000 | 108,874 | 7,874,145 | 14,483,019 | |||||||||||||||||||||||||
Change in Control | 9,000,000 | 186,701 | 5,357,283 | 14,543,984 | Change in Control | 9,000,000 | 108,874 | 7,874,145 | 16,983,019 | |||||||||||||||||||||||||
Leslie N. Lunak | Leslie N. Lunak | |||||||||||||||||||||||||||||||||
Without Cause / For Good Reason | Without Cause / For Good Reason | 500,000 | — | 1,968,557 | 2,468,557 | |||||||||||||||||||||||||||||
Change in Control | 500,000 | — | 1,103,564 | 1,603,564 | Change in Control | 500,000 | — | — | 500,000 | |||||||||||||||||||||||||
Thomas M. Cornish | Thomas M. Cornish | |||||||||||||||||||||||||||||||||
Without Cause / For Good Reason | Without Cause / For Good Reason | — | — | 3,472,509 | 3,472,509 | |||||||||||||||||||||||||||||
Change in Control | — | — | 1,896,952 | 1,896,952 | Change in Control | — | — | — | — | |||||||||||||||||||||||||
Rishi Bansal | Rishi Bansal | |||||||||||||||||||||||||||||||||
Without Cause / For Good Reason | Without Cause / For Good Reason | 450,000 | — | 2,047,339 | 2,497,339 | |||||||||||||||||||||||||||||
Change in Control | 450,000 | — | 1,354,146 | 1,804,146 | Change in Control | 450,000 | — | — | 450,000 | |||||||||||||||||||||||||
Jay D. Richards | Jay D. Richards | |||||||||||||||||||||||||||||||||
Without Cause / For Good Reason | Without Cause / For Good Reason | — | — | 1,100,060 | 1,100,060 | |||||||||||||||||||||||||||||
Change in Control | 700,000 | — | 547,120 | 1,247,120 | Change in Control | — | — | — | — |
CEO PAY RATIO |
Based on this information, for | ||||||
EQUITY COMPENSATION PLAN INFORMATION |
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 securityholders | 1,652,364 | (1) | N/A | 2,363,585 | ||||||||||||||||||||||
Equity compensation plans not approved by securityholders | 12,216 | (2) | N/A | — | ||||||||||||||||||||||
Total | 1,664,580 | 2,363,585 |
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 securityholders | 1,287,659 | (1) | N/A | 1,353,570 | |||||||
Equity compensation plans not approved by securityholders | 732,262 | (2) | $ | 26.71 | (3) | 118,847 | (4) | ||||
Total | 2,019,921 | 1,472,417 |
ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") |
Fiscal Year Ended December 31, | |||
2019 | 2018 | 2017 | |
Options Granted | — | — | — |
Restricted Stock Awards Granted | 591,739 | 683,137 | 621,806 |
Restricted Stock Units Granted | 73,062 | 52,026 | 47,841 |
Performance Share Units Vested | 47,841 | 57,873 | — |
Multiplier for Full-Value Shares | 3.0 | 3.0 | 3.0 |
BURN RATE | 2.24% | 2.29% | 1.90% |
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK |
Shares of Common Stock Beneficially Owned | |||||||||||
Name of Beneficial Owner | Number | % | |||||||||
Executive Officers, Directors and Director Nominees: | |||||||||||
Rajinder P. Singh(1) | 322,572 | * | |||||||||
Thomas M. Cornish(2) | 127,008 | * | |||||||||
Leslie N. Lunak(3) | 92,154 | * | |||||||||
Rishi Bansal(4) | 30,418 | * | |||||||||
Jay D. Richards(5) | 38,388 | * | |||||||||
Kevin A. Malcolm(6) | 7,703 | * | |||||||||
Tere Blanca (7) | 14,563 | * | |||||||||
John N. DiGiacomo(8) | 6,763 | * | |||||||||
Michael J. Dowling(9) | 14,563 | * | |||||||||
Douglas J. Pauls(10) | 67,325 | * | |||||||||
A. Gail Prudenti(11) | 12,793 | * | |||||||||
William S. Rubenstein(12) | 9,927 | * | |||||||||
Sanjiv Sobti(13) | 10,563 | * | |||||||||
Lynne Wines (14) | 12,563 | * | |||||||||
All executive officers and directors as a group (14 persons) | 767,303 | * | |||||||||
Greater than 5% Shareholders (Other than Executive Officers and Directors): | |||||||||||
The Vanguard Group(15) | 9,962,375 | 11.8 | |||||||||
T. Rowe Price Associates, Inc.(16) | 8,505,864 | 10.0 | |||||||||
BlackRock, Inc.(17) | 13,236,971 | 15.6 | |||||||||
State Street (18) | 5,432,012 | 6.4 |
Shares of Common Stock Beneficially Owned | ||||
Name of beneficial owner | Number | % | ||
Executive Officers, Directors and Director Nominees: | ||||
Rajinder P. Singh(1) | 1,020,717 | 1.1 | ||
Thomas M. Cornish(2) | 119,158 | * | ||
Leslie N. Lunak(3) | 98,193 | * | ||
Rishi Bansal(4) | 40,135 | * | ||
Jay D. Richards(5) | 25,083 | * | ||
Michael R. Alford(6) | 4,000 | * | ||
Tere Blanca (7) | 8,045 | * | ||
John N. DiGiacomo(8) | 2,545 | * | ||
Michael J. Dowling(9) | 8,045 | * | ||
Douglas J. Pauls(10) | 115,448 | * | ||
A. Gail Prudenti(11) | 6,275 | * | ||
William S. Rubenstein(12) | 3,409 | * | ||
Sanjiv Sobti(13) | 7,045 | * | ||
Lynne Wines (14) | 6,045 | * | ||
All executive officers and directors as a group (14 persons) | 1,464,143 | 1.6 | ||
Greater than 5% Shareholders (Other than Executive Officers and Directors): | ||||
The Vanguard Group(15) | 8,836,082 | 9.3 | ||
T. Rowe Price Associates, Inc.(16) | 7,355,762 | 7.7 | ||
BlackRock, Inc.(17) | 4,940,450 | 5.2 |
Section 16(a) Beneficial Ownership Reporting Compliance |
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS |
A:Shareholder of Record. If you are a shareholder of record and you submit a signed proxy card or submit your proxy by telephone or the internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors on all matters presented in this Proxy Statement. With respect to any other matters properly presented for a vote at the virtual Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment. |
A: Proposal 1: Nine directors have been nominated for election at the virtual Annual Meeting. Each director will be elected by a majority of the votes cast, either in attendance or by properly authorized proxy, in the election of directors at the virtual Annual Meeting. Shareholders cannot cumulate votes in the election of directors. Abstentions and broker non-votes will have no effect on this proposal. |