BankUnited, Inc. 8-K

What Happened
On May 11, 2026, BankUnited, Inc.’s Compensation Committee approved and the company entered into an amended and restated letter agreement with CFO James Mackey. The amendment converts his prior change‑in‑control retention bonus into a “double‑trigger” severance benefit: if Mr. Mackey is terminated by the company without “cause” or he terminates for “good reason” during the two‑year period following a change in control, he will receive a lump‑sum severance equal to two times his annual base salary, subject to an effective release of claims. The amended letter supersedes the July 22, 2025 letter agreement.

Key Details

• Amendment date: May 11, 2026.
• Severance payout: lump sum equal to 2× Mr. Mackey’s annual base salary.
• Trigger conditions: termination by the company without “cause” or by Mr. Mackey for “good reason” within two years after a change in control.
• Requirement: payment is subject to an effective release of claims; the May 11, 2026 agreement replaces the July 22, 2025 agreement and is filed as Exhibit 10.1.

Why It Matters
This filing changes how and when the CFO would receive a change‑in‑control payout: payment now requires both a change in control and a qualifying termination (a “double‑trigger”), rather than potentially paying solely on a change in control. For investors, that affects the company’s contingent compensation obligations tied to a sale or change in control and reflects a retention structure intended to link payout to a qualifying termination event. The agreement is formalized in the filed Exhibit 10.1.