BankUnited updates CFO severance after change in control

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BankUnited, Inc. updated the change-in-control protections for its Chief Financial Officer, James Mackey. The Compensation Committee approved an amended and restated letter agreement that replaces his prior change in control retention bonus with a double-trigger severance benefit.

Under the new terms, if a change in control occurs and Mr. Mackey’s employment is terminated by the company without “cause” or by him for “good reason” during the two-year period following that change in control, he will receive a lump-sum cash payment equal to two times his annual base salary, subject to an effective release of claims in favor of the company. The new agreement supersedes and replaces his July 22, 2025 letter agreement.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Severance multiple: Two times annual base salary Protection period: Two-year period Exhibit 10.1: Letter Agreement dated May 11, 2026

3 metrics

Severance multiple Two times annual base salary Lump-sum severance if double-trigger conditions are met

Protection period Two-year period Following a change in control for qualifying termination

Exhibit 10.1 Letter Agreement dated May 11, 2026 Amended and restated agreement with CFO James Mackey

Key Terms

change in control, double-trigger, severance benefit, cause, +1 more

5 terms

change in control financial

"during the two-year period following a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

double-trigger financial

"modify his prior change in control retention bonus benefit to a “double-trigger” severance benefit"

severance benefit financial

"he will be entitled to a lump sum severance benefit equal to two times his annual base salary"

cause financial

"terminated by the Company without “cause” or by him for “good reason”"

good reason financial

"terminated by the Company without “cause” or by him for “good reason”"

FAQ

What executive compensation change did BankUnited (BKU) disclose for its CFO?

BankUnited changed CFO James Mackey’s change-in-control protection from a retention bonus to a double-trigger severance. He now receives benefits only if a change in control occurs and qualifying termination follows within a specified period.

How does James Mackey’s new double-trigger severance at BankUnited (BKU) work?

The double-trigger severance pays out only if two events occur: a change in control of BankUnited and Mr. Mackey’s termination without cause or for good reason within two years after that event, subject to a release of claims.

What is the severance amount for BankUnited (BKU) CFO under the new agreement?

If conditions are met, James Mackey is entitled to a lump-sum severance equal to two times his annual base salary. This replaces his prior change in control retention bonus structure under the superseded 2025 letter agreement.

What time period applies to the BankUnited (BKU) CFO’s severance protection?

The severance applies if qualifying termination occurs during the two-year period following a change in control. Both the change in control and termination must occur in this sequence for the double-trigger benefit to become payable.

Which prior agreement for BankUnited (BKU) CFO James Mackey was replaced?

The amended letter agreement dated May 11, 2026 fully supersedes and replaces James Mackey’s earlier letter agreement dated July 22, 2025. The earlier agreement is now of no further force or effect according to the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 07:12 PM

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): May 11, 2026

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,

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 May 11, 2026, the Compensation Committee of the Board of Directors of BankUnited, Inc. (the “Company”) approved, and the Company entered into, an amended and restated letter agreement with James Mackey, the Company’s Chief Financial Officer, to modify his prior change in control retention bonus benefit to a “double-trigger” severance benefit. The amended letter provides that if Mr. Mackey’s employment is terminated by the Company without “cause” or by him for “good reason” (each as defined in the letter agreement) during the two-year period following a change in control of the Company, he will be entitled to a lump sum severance benefit equal to two times his annual base salary, subject to an effective release of claims in favor of the Company. The amended letter supersedes and replaces the letter agreement with Mr. Mackey dated July 22, 2025, which shall be of no further force or effect.

The foregoing description is qualified in its entirety by reference to the letter agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number						Description

10.1						Letter Agreement, dated May 11, 2026, by and between BankUnited, Inc. and James Mackey

104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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:	May 11, 2026	BANKUNITED, INC.

		/s/ Rajinder Singh
		Name:	Rajinder Singh
		Title:	Chief Executive Officer

EXHIBIT INDEX




Exhibit Number						Description

10.1						Letter Agreement, dated May 11, 2026, by and between BankUnited, Inc. and James Mackey
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 14.2 KB