John DiGiacomo
BankUnitedAbout John N. DiGiacomo
Independent director of BankUnited, Inc. since August 2018; age 63. Over 25 years in financial services, including CFO of North Fork Bank (1994–2007), senior finance roles at North Fork Bancorporation, and early career at KPMG. Magna cum laude B.S. in Accounting from St. John’s University; core credentials in banking, accounting, financial reporting, regulation, and corporate governance. Serves on BKU’s Audit Committee; Board affirmed his independence in March 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Fork Bank | Chief Financial Officer | 1994–2007 | Led finance through merger into Capital One; deep reporting and compliance experience |
| North Fork Bank | Senior Vice President, Corporate Controller | 1990–1994 | Oversight of financial controls and reporting |
| North Fork Bancorporation, Inc. | Vice President, Financial Planning | 1988–1990 | Corporate planning and analysis |
| Long Island Mortgage | Vice President, Director of Finance | 1986–1988 | Business unit finance leadership |
| KPMG LLP | Early career (audit) | Not disclosed | Foundation in audit and accounting |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | The proxy does not list current or prior public-company directorships for Mr. DiGiacomo |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined in March 2025 that DiGiacomo is independent under NYSE standards |
| Committee assignments | Audit Committee member (chair: Dr. Sanjiv Sobti; committee also includes Lynne Wines) |
| Audit Committee activity | 11 meetings held in 2024; all members are independent, financially literate, and “audit committee financial experts” |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting |
| Executive sessions | Non-management directors met in executive session four times in 2024 (presided by Lead Independent Director) |
| Board leadership | Combined Chair/CEO structure with a Lead Independent Director (Douglas J. Pauls) and fully independent key committees |
Fixed Compensation (Director Pay – 2024)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 70,000 | Standard for non-employee directors; paid monthly/quarterly |
| Audit Committee member retainer | 25,000 | Non-chair member fee |
| Meeting fees | 0 | No per-meeting fees for Board/committee |
| Total cash paid (DiGiacomo) | 95,000 | Sum of board + audit committee retainer |
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted common stock | 2024-05-15 | 2,320 | 70,018 (closing price $30.18) | Vests in full on earlier of 1st anniversary or next annual meeting, subject to continued service; accelerated on death/disability or certain change-in-control circumstances |
- Unvested restricted shares held at 12/31/2024: 2,320
- Director stock retention policy: must retain equity valued at ≥5× annual retainer; all non-management directors are in compliance; hedging and pledging prohibited
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks with BKU competitors/suppliers/customers disclosed in proxy |
Expertise & Qualifications
- Banking and accounting; executive leadership experience as CFO; deep understanding of financial reporting, regulation, compliance, and corporate governance
- Audit Committee “financial expert”; committee oversees integrity of financial statements, internal controls, auditor independence, and compliance with financial regulations
Equity Ownership
| Holder | Beneficial Shares (as of record date) | Unvested Restricted Shares | Shares Outstanding (record date) | Ownership % |
|---|---|---|---|---|
| John N. DiGiacomo | 13,482 | 2,320 | 75,242,048 | 0.018% (13,482 ÷ 75,242,048) |
- Insider Trading Policy: prohibits short sales, hedging (e.g., collars/swaps), pledging, and margin accounts for directors; blackout and pre-clearance procedures apply
Governance Assessment
-
Strengths
- Independent director with CFO-level finance credentials; Audit Committee “financial expert” supporting robust financial oversight and risk controls
- Active committee with 11 meetings in 2024; Board/committee attendance ≥75% and full annual meeting attendance signal engagement
- Alignment: annual equity grants with retention requirement (≥5× retainer) and anti-hedging/pledging—reducing misalignment risk
- No related-party transactions in 2024 or YTD 2025; Board applies Regulation O/W and NCG/Audit Committee review frameworks
-
Watch items
- Combined Chair/CEO leadership structure (mitigated by Lead Independent Director and fully independent key committees)
- 2024 say-on-pay support was 78% vs ~99% prior three-year average; the Board attributes the decline to macro TSR context and enhanced disclosure follow-up—monitor future votes and disclosures
-
RED FLAGS
- None disclosed for DiGiacomo: no attendance issues, no related-party dealings, no hedging/pledging, and no conflicts identified