8-K
BankUnited, Inc. (BKU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2025 (July 23, 2025)
BankUnited, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35039 | 27-0162450 | |||||
|---|---|---|---|---|---|---|---|
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | 14817 Oak Lane, | Miami Lakes, | FL | 33016 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (305) 569-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.01 Par Value | BKU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On July 23, 2025, BankUnited, Inc. (the “Company”) announced the hiring of James G. Mackey as a Senior Executive Vice President of Finance, effective as of August 15, 2025. Mr. Mackey is expected to succeed Leslie N. Lunak as Chief Financial Officer of the Company, effective as of November 1, 2025.
Mr. Mackey, 57, served as Senior Vice President and Chief Financial Officer of VIP Play, Inc., an innovative start-up company in the mobile sports gaming sector, from 2024 through August 2025. From 2020 through 2024, Mr. Mackey served as Executive Vice President and Chief Financial Officer of Wells Fargo’s consumer lending division, where he led the finance team supporting the newly formed division. His responsibilities included supporting strategic initiatives to optimize earnings, minimize operational risk, and increase enterprise value. From 2019 through 2020, Mr. Mackey served as Senior Advisor for the Federal Home Loan Mortgage Corporation (“FHLMC”), following his tenure as Chief Financial Officer of FHLMC from 2013 through 2019. As CFO, Mr. Mackey helped guide the strategic execution of an enterprise-wide transformation, implemented an updated capital management framework, and had a leadership role in initiatives to improve the overall housing finance system. From 2010 through 2013, Mr. Mackey served as Chief Financial Officer and Executive Vice President of Ally Financial where he previously held the position of Senior Finance Executive and Vice President from 2009 to 2010. From 1998 to 2009, Mr. Mackey served in various roles at Bank of America. Mr. Mackey began his career at PwC and holds a master’s degree in accounting and a bachelor’s degree in business administration from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.
In connection with Mr. Mackey’s hiring, the Company and Mr. Mackey entered into an offer letter pursuant to which Mr. Mackey’s annual base salary will be $600,000, his target annual bonus opportunity will be $600,000 (prorated for 2025 based on his hire date) and his target annual equity award opportunity will be $800,000 (prorated for 2025 based on his hire date). In addition, in connection with his hire, Mr. Mackey will receive a restricted stock unit award with a grant date value of $1,000,000, 1/3 of which will vest on each of the first three anniversaries of the grant date, and a one-time relocation bonus of $150,000. If Mr. Mackey’s employment is involuntarily terminated without cause not in connection with a change in control, he will be eligible for severance benefits of six months base salary and six months of COBRA premiums, subject to his execution of a release of claims.
The Company and Mr. Mackey also entered into a retention letter providing for the opportunity to receive a retention bonus in the event of a change in control of the Company. If Mr. Mackey remains employed with the Company or its successor six months following a change in control, he will be eligible for a retention bonus equal to (a) three times his annual base salary, if the change in control occurs prior to the first anniversary of his continuous employment with the Company, (b) two times his annual base salary if the change in control occurs on or after the first anniversary of his continuous employment with the Company and prior to the second anniversary of his continuous employment with the Company or (c) one times his annual base salary if the change in control occurs on or after the second anniversary of his continuous employment with the Company. Mr. Mackey will also be eligible for the retention bonus if his employment is terminated without cause or due to a reduction in his base salary between the change in control and the date the retention bonus vests, subject to his execution of a release of claims.
The foregoing descriptions of the terms and conditions of the offer letter and retention letter with Mr. Mackey do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | July 25, 2025 | BANKUNITED, INC. | |
|---|---|---|---|
| /s/ Leslie N. Lunak | |||
| Name: | Leslie N. Lunak | ||
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit<br>Number | Description |
|---|---|
| 10.1 | BankUnited, Inc. Offer Letter for James G. Mackey |
| 10.2 | BankUnited, Inc. Retention Letter for James G. Mackey |
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Document
Exhibit 10.1
July 22, 2025
James “Jim” G. Mackey Charlotte, NC
Dear Jim:
I am pleased to welcome you to the BankUnited team. This letter confirms our contingent offer to you and outlines the details of your new position.
•Effective August 15, 2025, you will join BankUnited, N.A. as a Senior Executive Vice President of Finance, in the Executive Management Department in Miami Lakes, FL. On November 1, 2025, you will become the Chief Financial Officer for BankUnited, N.A. and BankUnited, Inc. (collectively, “BankUnited”).
•You will report directly to Raj Singh, Chairman, President and CEO.
•Your base salary will be equivalent to $600,000 annually, less applicable taxes, deductions and withholdings, pro-rated from your start date. You will be paid semi-monthly at a rate of $25,000. BankUnited’s regularly scheduled payroll dates are currently the fifteenth and last day of every month. In the event the fifteenth or last day of a month falls on a weekend or holiday, you will receive your pay on the previous business day.
•Subject to the approval of the Compensation Committee of the Board of Directors of BankUnited, Inc., you will be eligible to receive an award of BankUnited Inc. restricted share units with a grant date value of $1,000,000. This restricted share unit grant will vest in three equal installments on each of the first three anniversaries of the grant date (unvested shares are forfeited upon termination of employment).
•You will be paid a one-time Relocation Bonus of $150,000 less applicable taxes, deductions and withholdings, on the first payroll date after your start date. You must be employed on the date the bonus is paid in order to receive the bonus.
•With respect to your employment during 2025, you will be eligible to participate in BankUnited’s annual cash bonus program. Bonuses shall be determined at management’s discretion, taking into account BankUnited’s financial performance as well as assessment of your individual performance. To qualify for any bonus opportunity, you must be employed with BankUnited on the date the bonus is paid; typically bonuses are paid in the first quarter of the year for prior year performance. Bonus payments shall be subject to any applicable taxes, deductions and withholdings. Your annual target cash bonus opportunity for 2025 will be $600,000 and paid in 2026. Since BankUnited’s fiscal year is January through December, your cash bonus for 2025 will be subject to pro-ration in accordance with your start date. With respect to your employment with BankUnited on and after January 1, 2026, you will participate in the Annual Incentive Plan applicable to other named executive officers of BankUnited with an initial annual target cash bonus opportunity of $600,000.
Page 1 of 3
Exhibit 10.1
•With respect to your employment during 2025, subject to the approval of the Compensation Committee of the Board of Directors of BankUnited, Inc., you will be eligible for an equity award grant. Equity award grants are typically granted in the first quarter of the year for prior year performance (unvested shares are forfeited upon termination of employment). Your annual target equity award opportunity for 2025 will be equivalent to $800,000 and be awarded in 2026. Since the fiscal year is January through December, your equity award grant for 2025 will be subject to pro-ration in accordance with your start date. With respect to your employment with BankUnited on and after January 1, 2026, you will participate in the Long Term incentive plan applicable to other named executive officers of BankUnited with an initial annual target equity award opportunity of $800,000.
•If your employment with BankUnited is involuntarily terminated without “Cause” (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan) not in connection with a “Change in Control” (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan), you will be eligible for six months of your base salary in severance and the equivalent of six months of COBRA premiums for COBRA health benefit coverage, subject to your execution of a separation agreement containing a release of claims in a form provided by BankUnited.
•BankUnited provides a competitive benefits package for eligible employees including health (medical, dental and vision), life insurance, short term and long term disability, 401(k) Plan, and flexible spending plans. Of course, BankUnited may change its benefits offerings at any time. Details on all benefits plans will be provided during your new hire orientation. Please note that you will be eligible to enroll in these benefit plans on the first day of the month following 30 days of continuous employment.
•Paid Time Off (PTO) is accrued on a per pay period basis. Based on your position as a Senior Executive Vice President you will accrue 26 PTO day(s) in a full calendar year.
Pursuant to the Immigration Reform and Control Act of 1986, you are required to establish your identity and your eligibility to work in the United States. If you choose to accept this offer, you will receive an email from your BankUnited Recruiter that will include a copy of the Employment Eligibility Verification Form (I-9), and details on how to complete the I-9 process. Please complete Part 1 of the Form I-9 and bring appropriate proof of authorization to work in the United States (please refer to the e-mail from your Recruiter for the type of documentation we will need), with you on your first day of work. You must provide such documentation to us no later than your third day of employment.
As part of the new hire fingerprinting and verification process, you will be required to be fingerprinted within your first 30 days of employment. During the fingerprinting appointment, we will also be taking your photograph. This information will be provided to you upon your start date from the Corporate Security Department.
BankUnited is committed to creating a safe and productive work environment. As an employee of BankUnited you will be expected to abide by all of our policies and procedures including, without limitation, the Employee Handbook and Code of Ethics.
We remind you that this offer is contingent upon: (1) timely completion of the fingerprinting process, (2) satisfactory background investigation and reference checking, (3) timely submission of Form I-9 and documentation supporting you are legally authorized to work in the United States, (4) verification
Page 2 of 3
Exhibit 10.1
of all information you have provided in connection with your application for employment, (5) confirmation that you are not subject to any contractual or other restriction or obligation that is inconsistent with you accepting this offer of employment and performing your duties, and (6) your compliance with any existing and/or continuing obligations that you may have with your former employers, including, without limitation, obligations regarding the disclosure or use of proprietary information, non-solicitation and non-compete. If any of the above conditions are not satisfied, BankUnited may immediately rescind this offer without any obligations to you hereunder, and you agree to immediately return to BankUnited any amounts paid to you hereunder.
Please understand that this letter does not constitute a contract of employment. Your employment with BankUnited will be on an "at-will" basis and may be terminated by either party with or without cause, with or without advanced notice, at any time.
If you have any questions or if I can be of further assistance please do not hesitate to call me at 786-442-5842.
Should you accept this offer, you will be assigned the onboarding tasks via ADP that you will be required to complete. As completion of these tasks is required for us to configure your system access, we request that you please complete all tasks within 24 hours. In addition, you will receive an e-mail from Human Resources with detailed information regarding your first day of employment, New Hire Orientation, and the I-9 process.
We believe that you will find BankUnited is a great company to work for and we are confident that your new role will offer you excellent opportunities for a challenging and rewarding career. We look forward to you joining the BankUnited team!
Sincerely,
| /s/ Christopher M. Perry |
|---|
| Christopher M. Perry |
| Executive Vice President |
| Human Resources |
| BankUnited, N.A. |
Agreed and accepted
| /s/ James G. Mackey | July 22, 2025 |
|---|---|
| James "Jim" G. Mackey |
cc: Raj Singh
Page 3 of 3
Document
Exhibit 10.2
July 22, 2025
James “Jim” Mackey
Charlotte, NC
Dear Jim:
In recognition of your future and continued contributions to BankUnited’s success, we are pleased to award you a retention bonus to be paid in the event BankUnited, Inc. (together with BankUnited, N.A., “BankUnited”) experiences a Change in Control (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan).
Retention Bonus: You will receive, on the date that is six months following consummation of the Change in Control, subject to your continued employment with BankUnited or any successor to BankUnited (except as provided below) through the payment date, a lump sum payment, in an amount equal to: (i) three times your annual base salary, if the Change in Control occurs prior to the first anniversary of your continuous employment with BankUnited; (ii) two times your annual base salary if the Change in Control occurs on or after the first anniversary of your continuous employment with BankUnited and prior to the second anniversary of your continuous employment with BankUnited; or (iii) one times your annual base salary if the Change in Control occurs on or after the second anniversary of your continuous employment with BankUnited (in each case, based on your annual base salary as in effect immediately prior to the Change in Control).
Termination of Employment Prior to Retention Payment: If, following the Change in Control but on or prior to the date that is six months following completion of the Change in Control, either your employment is terminated by BankUnited or its successor without Cause (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan) or you terminate your employment with BankUnited or its successor on account of a reduction in your base salary and, in either case, you execute and do not revoke a separation agreement containing a release of claims in a form provided by BankUnited or its successor, you will be entitled to receive payment of the retention bonus. The retention bonus shall be paid as soon as practicable following your termination but in no event later than 10 calendar days following the date the release set forth in the separation agreement become effective and irrevocable (and in any event no later than March 15 following the calendar year of such termination). In order to terminate your employment due to reduction in your base salary, you must provide notice to BankUnited or its successor of such reduction within 30 calendar days following such reduction and BankUnited or its successor will have 30 calendar days to cure such reduction.
Withholding Taxes: The payment made to you pursuant to this letter shall be subject to withholding of applicable income and employment taxes.
Exhibit 10.2
Regulatory Compliance: Notwithstanding anything herein contained to the contrary, any payment to you by BankUnited or its successor is subject to and conditioned upon compliance with section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the Federal Deposit Insurance Corporation regulation 12 C.F.R. part 359, Golden Parachute and Indemnification Payments.
Internal Revenue Code Section 409A: This letter shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code.
This document does not constitute an employment agreement or guarantee of employment with BankUnited.
The growth and transformation of this franchise is in large part because of your dedication and efforts. I thank you, in advance, for your continuing support of BankUnited.
Sincerely,
| /s/ Rajinder P. Singh |
|---|
| Rajinder P. Singh |
| Chairman, President and Chief Executive Officer |
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