Jay Richards
BankUnitedAbout Jay Richards
Jay D. Richards is Chief Risk Officer (CRO) of BankUnited, N.A., a role he has held since September 2019; he previously served as Chief Credit Officer from January 2018 to September 2019. He has a B.S. in Finance from Indiana State University and is 54 years old . Under his tenure as CRO, BankUnited highlighted improving profitability in 2024: net income of $232.5 million ($3.08 diluted EPS), ROAE of 8.5%, and ROAA of 0.66% for FY 2024, with quarterly trends in EPS, NIM, ROAA and ROAE improving through the year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BankUnited, N.A. | Chief Risk Officer | Sep 2019–present | Led ERM consolidation; oversight of risk culture, regulatory relations, ACL oversight, asset quality maintenance . |
| BankUnited, N.A. | Chief Credit Officer | Jan 2018–Sep 2019 | Credit risk leadership prior to ERM consolidation . |
| TD Bank (and predecessors) | Senior leadership roles | 2008–2018 | Experience across capital markets, C&I, CRE, consumer, specialty banking; M&A diligence/integration . |
| Compass Bank | Senior leadership role | 2006–2008 | Credit/risk and banking leadership . |
| Regions Bank (and predecessors) | Senior leadership roles | 1999–2006 | Credit/risk leadership across business lines . |
| Bank One (JPMorgan Chase) | Early career roles | 1993–1999 | Foundational experience across banking and workout/recovery . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles disclosed in Mr. Richards’ biography in the proxy . |
Fixed Compensation
| Year | Base salary ($) | All other compensation ($) | Notes |
|---|---|---|---|
| 2024 | 425,000 | 15,525 (401(k) contribution) | No 2024 base salary changes for NEOs; CRO listed at $425k . |
| 2023 | 420,833 | 14,850 | |
| 2022 | 400,000 | 13,725 |
- Deferred comp: Mr. Richards does not participate in the Nonqualified Deferred Compensation Plan .
- Pension/SERP: Company has no defined benefit pension plans .
- Perquisites: None disclosed for Richards beyond standard benefits; no excise tax gross-ups company-wide .
Performance Compensation
Annual incentive (cash)
| Performance year | Award ($) | Structure | Key evaluation criteria | Approval date |
|---|---|---|---|---|
| 2024 | 400,000 | Discretionary under Company’s Policy on Incentive Compensation Arrangements (separate from NEO AIP to preserve CRO independence) | Risk culture program, enterprise-wide RCSA framework, enhancements to risk assessment, regulatory relations, portfolio concentrations/performance reporting, acceptable asset quality, ACL oversight/challenge | Feb 19, 2025 |
| 2023 | 350,000 | Discretionary per policy | Executing ERM/Credit governance; sound frameworks; rating system; balanced risk culture | Feb 21, 2024 |
| 2022 | 375,000 | Discretionary per policy | Company policy-driven evaluation of contributions and responsibilities | — |
- Unlike other NEOs, Richards does not participate in the formulaic AIP tied 75% to financial metrics and 25% to strategic objectives, to avoid misaligned incentives for the CRO .
Equity awards (restricted shares)
| Grant date | Type | Shares (#) | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| Mar 1, 2025 | Restricted shares (RSA) | 13,500 | — (to be reported in 2026 proxy) | 25% on each of Mar 1, 2026/2027/2028/2029, subject to service . |
| Mar 1, 2024 | Restricted shares (RSA) | 13,000 | 340,990 | Equal annual installments on Mar 1, 2025/2026/2027/2028, subject to service; participates in dividends . |
| Historical | Restricted shares (RSA) | Included in outstanding totals | — | See “Vesting schedule” below . |
Vesting and realized shares:
- 2024 vesting: 12,250 restricted shares vested; value realized $321,318 .
- Outstanding at Dec 31, 2024: 31,750 unvested RSAs (12,500 vested on Mar 1, 2025; 9,500 vest Mar 1, 2026; 6,500 on Mar 1, 2027; 3,250 on Mar 1, 2028) .
Equity Ownership & Alignment
| As of | Beneficial ownership (shares) | % of shares outstanding | Notes |
|---|---|---|---|
| Mar 25, 2025 | 43,135 | ~0.06% (43,135 / 75,242,048) | Footnote indicates restricted shares included; anti-pledging/hedging policy applies . |
| Mar 18, 2024 | 47,330 | — | Includes restricted shares; change vs 2025 likely reflects net share settlement on vesting . |
Stock ownership guidelines and compliance:
- Requirement: 3x base salary for NEOs; Richards required to hold ~$1,275,000 and is in compliance (based on policy ratification and $28.00 stock price as of Mar 28, 2024) ; reaffirmed as “Yes” in Feb 2025 policy ratification .
- Anti-hedging/anti-pledging: Executives are prohibited from pledging company securities or engaging in hedging transactions; no margin accounts .
- Clawback: Company maintains an NYSE/SEC-compliant compensation recovery policy for restatements; excess incentive-based comp must be recouped .
Near-term vesting/selling pressure:
- Upcoming vest tranches: 9,500 shares (Mar 1, 2026), 6,500 (Mar 1, 2027), 3,250 (Mar 1, 2028) from 2024 grant, plus 3,375 per year from the 2025 grant (Mar 1, 2026–2029) subject to service .
- Company’s executive ownership policy restricts sales if holdings would fall below guideline thresholds .
Employment Terms
Severance and change-in-control (CIC) economics (current policy basis, 2024 year-end assumptions):
| Scenario | Cash severance | Continued benefits | Equity acceleration | Notes/Trigger |
|---|---|---|---|---|
| Termination without cause / for good reason (following CIC) | — | — | 1,211,898 | Double-trigger equity acceleration within 24 months post-CIC; assumed cash-out valuation at $38.17 . |
| Change in control (no termination) | — | — | — | Equity awards assumed/continued; no single-trigger vesting (other than CEO program) . |
- Company-wide equity treatment: If awards are assumed at CIC, no acceleration at closing; acceleration occurs only upon qualifying termination within 24 months (double-trigger) .
- Historical note (at hire): Richards had a CIC agreement (commenced Jan 29, 2018) that paid lump sums equal to 3x/2x/1x base salary if CIC occurred within first three years of employment; subsequent proxies reflect current limited severance framework with no cash multiple for Richards .
- Clawback and insider trading controls as noted above .
Performance & Track Record
- 2024 contribution highlights used in evaluation and award: developed risk awareness culture, implemented enterprise-wide RCSA, enhanced risk assessment framework, maintained strong regulatory relationships, monitored portfolio concentrations/performance, maintained acceptable asset quality, and provided ACL oversight/effective challenge .
- Company performance context: In 2024, EPS, NIM, ROAA, ROAE improved sequentially; funding mix improved (NIDDA 27.3%; wholesale funding ratio 23.4%), while relative NPA metric did not pay out for other NEOs’ AIP program; CRO remained on separate discretionary program to preserve independence .
Company Financial Context (tenure backdrop)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 147,204,000* | 133,221,000* | 134,153,000* | 77,636,000* | 86,838,000* | 99,155,000* |
Values retrieved from S&P Global.
Compensation Structure Analysis (signals)
- Mix and risk: CRO does not participate in formulaic AIP or PSUs; cash incentive is discretionary under a risk-balanced policy, reducing potential for risk-taking tied to earnings metrics; equity awards are time-based RSAs with 4-year ratable vesting, aligning retention and long-term orientation .
- Governance alignment: No excise tax gross-ups; anti-hedging/anti-pledging; robust clawback; executive stock ownership policy with compliance confirmed for Richards .
- CIC design: Double-trigger equity acceleration only; no ongoing cash severance multiple for Richards in the current framework, limiting windfall risk .
- Say-on-pay signal: 78% support in 2024 (below prior 3-year average of 99%); committee enhanced disclosures; context cited that 2023 TSR headwinds impacted vote .
Investment Implications
- Alignment: Time-based RSAs with multi-year vesting and strict anti-pledging/ownership rules support alignment; absence of formulaic pay tied to EPS/NIM for the CRO reduces incentives for pro-cyclical risk-taking .
- Retention risk: Four-year vesting cadence (2026–2029) and regular RSA grants support retention; lack of cash severance multiple reduces parachute value and could increase external poaching risk in a tight CRO talent market .
- Trading/overhang: Known vesting tranches (9.5k in 2026; 6.5k in 2027; 3.25k in 2028; plus 3.375k annually 2026–2029 from new grant) create predictable potential supply; mitigated by ownership policy restricting sales below guideline levels .
- Execution: 2024 performance gains in profitability and funding mix occurred alongside CRO’s risk oversight and asset quality focus, a constructive signal for continued disciplined growth .
Citations
- Executive biography, age, education, roles:
- Company 2024 performance metrics:
- Base salary table and no changes:
- Summary Compensation Table (2022–2024):
- CRO incentive structure and 2024 criteria/award:
- 2024 Grants of Plan-Based Awards (13,000 RSAs):
- RSA vesting terms and outstanding awards (31,750 at FY-end; schedule):
- 2024 vested shares/value:
- 2025 CRO RSA grant (13,500; vest 2026–2029):
- Beneficial ownership (2025/2024): ; record-date shares outstanding:
- Ownership policy, compliance; anti-hedging/pledging; clawback:
- CIC treatment and potential payments table:
- Historical Richards CIC agreement (2018 hire window):
- No defined benefit plans:
- Deferred comp non-participation:
- Say-on-pay/engagement: