Douglas Pauls
BankUnitedAbout Douglas J. Pauls
Douglas J. Pauls (age 66) is BankUnited’s Lead Independent Director, serving on the board since May 2014. He is Chair of the Risk Committee and a member of the Nominating & Corporate Governance (NCG) Committee. Pauls is a former CFO of BankUnited (2009–2013) and Commerce Bancorp, with deep banking, accounting, regulatory, and governance expertise. He holds a B.A. in Economics magna cum laude from Dickinson College and previously worked at Ernst & Young; he also serves on Dickinson College’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BankUnited, Inc. | Chief Financial Officer; Senior Advisor | CFO: Sep 2009–Feb 2013; Advisor: Mar–Dec 2013 | Led finance during post-crisis rebuild; continuity through advisor role |
| TD Bank, N.A. | EVP Finance | Apr 2008–Feb 2009 | Post‑acquisition integration following TD’s purchase of Commerce Bancorp |
| Commerce Bancorp, Inc. | CFO; Chief Accounting Officer; EVP/SVP | CFO: Mar 2002–Mar 2008; CAO: Oct 1995–Mar 2002; EVP/SVP: 1999–2008 | Member of three‑person Office of the Chairman guiding policy and strategy |
| Ernst & Young | Senior Manager, Audit | Early career | Financial reporting and audit leadership (Philadelphia & Pittsburgh) |
| Self‑employed | Consultant | Mar–Aug 2009 | Advisory services during industry transition |
External Roles
| Organization | Role | Tenure | Committees / Responsibilities |
|---|---|---|---|
| Essent Group Ltd (NYSE: ESNT) | Director | Since Dec 2013 | Audit Committee Chair; member of Compensation; Nominating, Governance & Corporate Responsibility; Technology, Innovation & Operations |
| The Global Atlantic Financial Group LLC | Director | Since Feb 2021 | Board service at insurance platform |
| North Mountain Merger Corp (NASDAQ: NMMC) | Director | Sep 2020–Nov 2022 | Audit; Compensation; Corporate Governance & Nominating committees |
| South Mountain Merger Corp (NASDAQ: SMMCU) | Director | Jun 2019–Jan 2021 | Audit; Compensation; Corporate Governance & Nominating committees |
| Dickinson College | Trustee | Current | Institutional governance |
Board Governance
- Independence: Board determined in March 2025 that Pauls and all nominees except the CEO are independent under NYSE and Company standards .
- Roles: Lead Independent Director with duties including presiding over executive sessions, liaison with management, assisting NCG on director selection/succession, participating in shareholder engagement, and regulatory communications .
- Committees: Chair, Risk Committee; Member, NCG Committee . Risk Committee held 4 meetings in 2024; NCG Committee held 4 meetings .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors met in executive session four times in 2024; Pauls serves as Presiding Director .
- Shareholder engagement: 2024 say‑on‑pay support was 78%; post‑vote outreach targeted holders of 66% of shares, with Pauls participating; feedback focused on enhanced compensation and succession disclosures .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 70,000 | Non‑employee director standard retainer |
| Risk Committee Chair retainer | 60,000 | Chair premium |
| Meeting fees | — | No meeting fees paid |
| Total Cash (Pauls) | 130,000 | Reported 2024 cash fees |
Performance Compensation
| Grant Detail | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual RSU grant (non‑employee director) | 2,320 | 70,018 | Vests in full on earlier of 1st anniversary or next annual meeting; accelerated on death/disability/change in control circumstances |
| Additional RSU (Lead Independent Director) | 1,160 | 35,009 | Same vesting as above |
| Total 2024 Stock Awards (Pauls) | 3,480 | 105,027 | Reported total grant‑date fair value |
2024 director grants were approved May 15, 2024 at a closing stock price of $30.18 per share .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Essent Group Ltd (ESNT) | Mortgage insurance | Audit Chair; multiple committees | No BKU‑disclosed related party transactions; oversight breadth increases time commitments |
| Global Atlantic | Insurance | Director | No BKU‑disclosed related party transactions |
| SPAC boards (NMMC, SMMCU) | Capital markets | Audit/Comp/Gov committees | Historical roles ended; no BKU‑disclosed related transactions |
The Company reports no related party transactions for 2024 or YTD 2025, and BKU’s NCG and Audit Committees review related party issues under Regulation O/W and Company policies .
Expertise & Qualifications
- Extensive banking and CFO experience; deep knowledge of financial statements, regulation, and governance .
- Risk oversight and ERM leadership as Risk Committee Chair; cybersecurity and ESG risk oversight delegated to Risk Committee .
- Shareholder engagement and succession oversight through Lead Independent Director and NCG roles .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 74,654 shares (includes 3,480 unvested restricted shares; 31,000 held by Pauls Family Foundation where he is co‑trustee; he disclaims beneficial ownership except to extent of pecuniary interest) |
| Shares outstanding (record date) | 75,242,048 |
| Ownership % of outstanding | ~0.10% (74,654 / 75,242,048) |
| Unvested director RSUs | 3,480 (as of Dec 31, 2024) |
| Hedging/pledging | Prohibited by Insider Trading Policy; directors subject to anti‑hedging/anti‑pledging rules |
| Director stock retention policy | Must retain value ≥ 5x annual retainer ($70,000); all non‑management directors in compliance (new directors have 3 years to comply) |
Governance Assessment
- Board effectiveness: Pauls strengthens independent oversight as Lead Independent Director with explicit responsibilities across executive sessions, director selection, succession, shareholder engagement, and regulatory communications . His Risk Committee leadership aligns with BKU’s ERM and risk appetite governance, with annual approval of the Risk Appetite Statement and ERM Framework .
- Independence & attendance: Affirmed independent; Board/committee attendance ≥75% in 2024; executive sessions held regularly under his presiding role .
- Alignment & compensation: Director pay mix balanced (cash $130,000; equity $105,027 in 2024), with additional equity recognizing Lead Independent responsibilities; no meeting fees; stock retention guidelines and anti‑hedge/pledge policies support alignment .
- Shareholder confidence signals: Post‑78% say‑on‑pay vote, Pauls participated directly in investor outreach; disclosures enhanced on performance metrics selection and succession processes per feedback .
- Conflicts & related parties: No reportable related‑party transactions in 2024/YTD 2025; foundation share holdings disclosed with disclaimer; insider reporting compliant .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or low attendance. Monitoring warranted for (i) cumulative external board/time commitments, and (ii) any future business overlaps with Essent/Global Atlantic, though none are currently reported .
Appendix: Committee Assignments and 2024 Activity
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Risk | Chair | 4 | ERM framework; Risk Appetite Statement; financial and non‑financial risk dimensions; cybersecurity; selected ESG risks |
| Nominating & Corporate Governance | Member | 4 | Board composition; director nominations; CEO/executive succession; governance policies; ESG oversight |
Director compensation program policies and charters available at BKU IR site; committees comprised solely of independent directors .