Business Context and Reporting Period
This Form 8-K Current Report was filed by BankUnited, Inc. on July 25, 2025, regarding events occurring on July 23, 2025. The filing discloses the appointment of a new senior executive and the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the appointment of James G. Mackey as Senior Executive Vice President of Finance, effective August 15, 2025. Mr. Mackey is scheduled to succeed Leslie N. Lunak as Chief Financial Officer, effective November 1, 2025.
Management Commentary and Compensation Details
Management has outlined the following compensation package for Mr. Mackey:
- Base Salary: $600,000 annually.
- Target Bonus: $600,000 annually (prorated for 2025).
- Target Equity Award: $800,000 annually (prorated for 2025).
- Restricted Stock Units (RSUs): One-time grant valued at $1,000,000, vesting in three equal tranches over three years.
- Relocation Bonus: One-time payment of $150,000.
- Severance: Six months of base salary and COBRA premiums if terminated without cause (not in connection with a change in control).
- Retention Bonus (Change in Control): Multiplier of 3x, 2x, or 1x annual base salary depending on tenure at the time of the change in control, contingent on remaining employed for six months post-transaction.
Investor Verification Checklist
- Verify the exact start date of Mr. Mackey's tenure as CFO (November 1, 2025) and the transition plan for the interim period.
- Review the full text of the Offer Letter (Exhibit 10.1) and Retention Letter (Exhibit 10.2) for specific vesting conditions and clawback provisions.
- Confirm the impact of the new compensation structure on the company's total executive compensation expense for the fiscal year.
- Assess the strategic rationale for hiring a CFO with a background in consumer lending and mortgage finance (Wells Fargo, FHLMC, Ally Financial) for a regional bank.