BANKUNITED INC (BKU)
Sector: Financials
2026 Annual Meeting Analysis
BANKUNITED INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Singh has served as director since 2013 and the company's 3-year price return of 150.5% outperforms the community bank benchmark QABA (59.4%) by +91.1 percentage points, far exceeding the 65pp threshold required to trigger a negative vote under the strong-positive TSR tier; no overboarding, attendance, or independence concerns apply.
Blanca has served since 2013 and BKU's 3-year TSR outperforms QABA by +91.1pp, well above the 65pp trigger threshold; she is independent, serves on only one listed board committee, and no attendance or other governance concerns are noted.
DiGiacomo has served since 2018 and BKU's strong 3-year outperformance vs. QABA (+91.1pp) does not trigger the TSR threshold; he brings deep banking and accounting expertise appropriate for his Audit Committee role, and all directors met the 75% attendance requirement in 2025.
Dowling has served since 2013 and BKU's 3-year TSR vastly outperforms QABA, clearing the strong-positive threshold with room to spare; he chairs the Compensation Committee, is independent, and met attendance requirements.
Pauls has served since 2014 as Lead Independent Director and BKU's +91.1pp outperformance vs. QABA over three years comfortably clears the 65pp trigger threshold; he holds one outside public company board seat (Essent Group), below the four-seat overboarding limit, and no other governance concerns apply.
Rubenstein has served since 2017 and BKU's strong TSR outperformance vs. QABA removes any TSR-related concern; he is independent, serves on Risk and Compensation Committees appropriately, and met attendance requirements.
Smith Baugh joined in May 2023, placing her within the 24-month new-director exemption window relative to the 3-year TSR measurement period, so the TSR trigger does not apply; she is independent and has relevant non-profit executive leadership experience.
Sobti has served since 2014 and BKU's 3-year outperformance vs. QABA of +91.1pp far exceeds the 65pp trigger threshold; he chairs the Audit Committee and qualifies as an audit committee financial expert, and no other governance flags apply.
Wines has served since 2015 and BKU's strong 3-year TSR outperformance vs. QABA clears the trigger threshold by a wide margin; she chairs the NCG Committee, brings extensive banking experience, and met all attendance requirements.
All nine director nominees receive a FOR vote. BankUnited's 3-year price return of 150.5% outperforms the community bank benchmark QABA by +91.1 percentage points, which exceeds the 65pp threshold for the strong-positive TSR tier, so the TSR trigger does not fire for any director with meaningful tenure. The one newer director (Smith Baugh, joined May 2023) falls within the 24-month new-director exemption. No overboarding, independence, attendance, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Rajinder P. Singh
Total Comp
$7,437,175
Prior Support
81%%
CEO total compensation of $7,437,175 is within a reasonable range for the chairman, president, and CEO of a $3.5B regional bank that significantly outperformed its peers, and the prior Say-on-Pay vote received 81% support — well above the 70% threshold that would require visible changes. The pay structure is appropriately weighted toward variable compensation: base salary of $1,050,000 represents only about 14% of total compensation, with the remainder delivered through a performance-based annual bonus (which paid out at maximum due to exceeding all financial targets) and long-term equity awards split between time-based restricted share units and performance share units tied to multi-year peer-relative metrics. Pay-for-performance alignment is sound given BKU's 3-year TSR of 150.5% substantially outpacing the QABA community bank benchmark by +91.1 percentage points, and the company has a meaningful clawback policy compliant with SEC and NYSE requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,290,000
Non-Audit Fees
$0
Deloitte & Touche LLP charged $2,290,000 in audit fees for 2025 with zero non-audit, tax, or other fees, producing a non-audit fee ratio of 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; BankUnited is a $3.5B market-cap company for which a Big 4 firm is appropriate, and no material restatements were noted.
Overall Assessment
The 2026 BankUnited annual meeting presents a clean ballot: all nine directors are supported given the company's exceptional 3-year total shareholder return that outpaces the QABA community bank benchmark by over 90 percentage points, the auditor receives a straightforward ratification with zero non-audit fees, and the Say-on-Pay vote is supported given a well-structured pay program with strong performance alignment and 81% prior-year shareholder approval. No stockholder proposals appear on the ballot, and the equity plan amendment (Proposal 4) falls outside the scope of this policy.