Germaine Smith Baugh
BankUnitedAbout Germaine Smith Baugh
Dr. Germaine Smith Baugh, age 52, is an independent director of BankUnited, Inc. (BKU) serving since May 2023 and a member of the Nominating and Corporate Governance (NCG) Committee since May 2024 . She is President and CEO of the Urban League of Broward County (since 2002) with 25+ years in nonprofit management, governance, financial administration, and philanthropy; she expanded the Entrepreneurship Center and Small Business Loan Fund (now a U.S. Treasury-certified CDFI) . Her education includes undergraduate and master’s degrees from Florida State University and a doctorate in Organizational Leadership from Nova Southeastern University . The Board affirmed her independence in March 2025; contributions by BankUnited, N.A. to the Urban League and its affiliated community development funds were deemed not material under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban League of Broward County | President & CEO | 2002–Present | Expanded program scope to include Entrepreneurship Center and Small Business Loan Fund; CDFI designation achieved |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various local, statewide, and national boards/advisories | Member/Leadership roles | Not disclosed | Broad civic engagement and policy testimony at state/national levels |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; NCG met 4 times in 2024 and oversees board composition, director nominations, CEO succession planning, governance policies, and ESG oversight .
- Independence: Board determined in March 2025 that Dr. Smith Baugh is independent; Board considered non-material contributions by BankUnited, N.A. to the Urban League in reaching that conclusion .
- Attendance and engagement: The Board held six meetings in 2024, acted by written consent five times, and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors met in executive session four times in 2024; sessions presided over by the Lead Independent Director .
- Subsidiary board practice: Directors of BKU have historically also served on the board of BankUnited, N.A. .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Total Cash Earned |
|---|---|---|---|---|---|
| 2024 | $70,000 | $0 (NCG member; non-chair fees not provided for NCG) | $0 (NCG Chair receives $25,000; she is not chair) | None | $70,000 |
Performance Compensation
| Grant Date | Type | Shares Granted | Grant-Date Fair Value | Vesting Terms | Unvested at 12/31/24 |
|---|---|---|---|---|---|
| May 15, 2024 | Restricted Common Stock | 2,320 | $70,018 (2,320 × $30.18 close) | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service; accelerated vesting for death/disability and certain change-in-control circumstances | 2,320 |
No performance-linked director compensation metrics are disclosed; director equity awards are time-based restricted stock, not PSUs/options .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in BKU’s proxy |
| BKU subsidiary board | Directors have historically also served on BankUnited, N.A.’s board |
| Potential interlocks | None disclosed |
Expertise & Qualifications
- Executive leadership and corporate governance experience; active involvement in business, political, and charitable communities .
- Experience scaling community development lending initiatives via CDFI; nonprofit financial administration and fundraising .
- Board skills matrix indicates corporate governance, risk management, strategic planning, and leadership capabilities among director nominees .
Equity Ownership
| Data Point | Value |
|---|---|
| Total beneficial ownership (as of record date Mar 25, 2025) | 6,453 shares |
| Shares outstanding (record date Mar 25, 2025) | 75,242,048 |
| Ownership as % of outstanding | ~0.0086% (6,453 ÷ 75,242,048) |
| Unvested restricted shares (as of Dec 31, 2024) | 2,320 |
| Director stock ownership guideline | Retained equity value ≥ 5× annual retainer ($70,000); all directors in compliance; new directors have 3 years to comply; Dr. Smith Baugh joined May 2023 and has 3 years |
| Hedging/pledging policy | Hedging and pledging of company securities prohibited; short sales prohibited; margin accounts prohibited |
Governance Assessment
- Board effectiveness: Active NCG Committee role supports governance quality (director nominations, CEO succession, governance/ESG oversight); Dr. Smith Baugh appointed to NCG in May 2024, enhancing board coverage of succession and governance processes .
- Independence and conflicts: Independence affirmed; contributions by BankUnited, N.A. to the Urban League and affiliated community development funds were reviewed and deemed not material under NYSE standards—no reportable related party transactions for 2024/YTD 2025 .
- Attendance and engagement: At least 75% attendance at Board/committee meetings and full attendance at the 2024 annual meeting—adequate engagement signal .
- Director compensation alignment: Cash retainer plus time-based restricted stock (annual grant) with stock retention requirement (≥5× retainer) and prohibition on hedging/pledging—alignment with shareholder interests and governance best practices; no meeting fees .
- Ownership: 6,453 shares beneficially owned with ongoing equity awards; complies with retention policy timeframe for new directors .
- RED FLAGS: None observed—no related party transactions, pledging prohibited, independence affirmed; monitor ordinary-course charitable contributions to the Urban League (currently not material) .
- Context: 2024 say‑on‑pay support was 78% (down from prior years); Board conducted shareholder outreach with enhanced disclosure on metrics and succession; not directly tied to director pay, but relevant for overall governance sentiment .