Research Reports

Summary

BankUnited, Inc. amended and restated its letter agreement with CFO James Mackey on May 11, 2026, converting his change-in-control retention benefit to a double-trigger severance arrangement entitling him to two times annual base salary upon qualifying termination within two years post-change-in-control.

Key takeaways

James Mackey, CFO of BankUnited, Inc., received an amended letter agreement effective May 11, 2026, replacing his prior July 22, 2025 agreement.

The amendment converts Mackey’s change-in-control benefit from a retention payment to a 'double-trigger' severance: termination without cause or for good reason within two years after a change in control.

Severance equals two times Mackey’s annual base salary as of the change in control (or higher if increased thereafter), payable as a lump sum within 10 days after an effective release of claims.

Good Reason includes a ≥10% reduction in base salary or total target direct compensation opportunity, or relocation >30 miles, subject to written notice, 30-day cure period, and 90-day termination window.

The agreement is subject to FDIC golden parachute rules (12 U.S.C. §1828(k) and 12 C.F.R. part 359) and must comply with IRC Section 409A.

Full analysis

This amendment reflects a strategic recalibration of executive retention and severance design for BankUnited’s CFO, aligning with industry-standard double-trigger structures that balance retention incentives with shareholder protections against single-trigger payouts. By requiring both a change in control and a qualifying termination, the arrangement mitigates risk of windfall payments absent actual disruption to Mackey’s role. The inclusion of precise, quantified thresholds for Good Reason—such as a ≥10% cut in total target direct compensation (base salary plus target cash and equity bonus)—provides objective guardrails while preserving discretion for performance-based incentive adjustments. Regulatory compliance clauses explicitly reference FDIC golden parachute restrictions and IRC Section 409A, signaling adherence to banking governance standards and tax-deferred compensation rules. Though not indicative of imminent leadership transition, the update underscores Board-level attention to executive succession planning and regulatory alignment, particularly relevant for a bank holding company subject to heightened supervisory scrutiny.