Kevin Malcolm
BankUnitedAbout Kevin Malcolm
Kevin A. Malcolm is General Counsel of BankUnited, N.A., responsible for managing the Bank’s Legal function and advising on legal matters; he has served in this role since September 2020 and is 52 years old . He holds a J.D. from Columbia University School of Law and a B.F.A. from NYU Tisch School of the Arts . Company performance during his tenure (company-wide metrics) shows cumulative TSR rising to $123.54 on a $100 base in 2024, with net income of $232.5 million and a Company-selected measure focus on growing non-interest bearing demand deposits (NIDDA) to 27.3% of total deposits . The proxy highlights alignment of executive pay with multi-year performance metrics, including TSR, ROAA improvement, net charge-offs, geographic expansion and senior talent retention .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BankUnited, N.A. | Senior Executive Vice President & General Counsel | Since Sept 2020 | Leads Legal; oversees legal matters affecting the Bank |
| VeriFone (Global Taxi Systems) | VP, Strategic Business Development & Legal | Mar 2013–Dec 2017 | Primary legal counsel for global taxi systems; business development |
| Curb Mobility | General Counsel & VP, Business and Legal Affairs | Dec 2017–Mar 2020 | Oversees legal for payments/mobility/digital media platform in NA/UK |
| VeriFone (EMEA) | VP, Head of Legal (Europe, Middle East, Africa) | Mar–Sep 2020 | Head of legal for EMEA region |
| Simpson Thacher & Bartlett LLP; Skadden Arps Slate Meagher & Flom LLP | M&A and corporate finance attorney | Not disclosed | Represented private equity funds and portfolio companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Company filings do not disclose external directorships for Malcolm |
Fixed Compensation
- Not disclosed. Malcolm is an executive officer but not a Named Executive Officer (NEO); the proxy provides cash/equity compensation detail for NEOs only (CEO, CFO, COO, CIO, CRO) .
Performance Compensation
- Company LTIP structure for NEOs (reference framework): PSUs for 2024–2026 are based on five metrics with 60% relative and 40% absolute criteria; payout grids require at least 25th percentile for threshold and scale to 200% at 75th percentile/maximum for certain components .
- Completed PSU cycle (2021–2024) for NEOs: APR 31.87% drove 63.73% of target vesting; component percentile rankings shown below .
| Metric | Percentile/Target | Actual | Payout/Vesting |
|---|---|---|---|
| Relative growth in tangible book value per share | Percentile ranking vs 2021 peer group | 37.60% | Contributes to APR |
| Relative net charge-off ratio | Percentile ranking vs 2021 peer group | 20.30% | Contributes to APR |
| Relative 4-year TSR | Percentile ranking vs KBW Regional Bank Index | 37.70% | Contributes to APR |
| Aggregate Performance Ranking (APR) | Linear interpolation | 31.87% | PSU payout 63.73% of target |
Note: The table reflects NEO LTIP outcomes and design; Malcolm’s individual incentive metrics and payouts are not disclosed .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (as of record date Mar 25, 2025) | 12,250 shares; less than 1% |
| Composition | Includes 12,250 restricted shares |
| Shares pledged | Prohibited for directors/executive officers under Insider Trading Policy; pledging and margin accounts are not permitted |
| Hedging | Prohibited (e.g., collars, swaps, forward sale contracts) for directors/executive officers |
| Stock ownership guidelines | Apply to NEOs (CEO 6x salary; other NEOs 3x salary). Malcolm is not an NEO; guideline compliance not disclosed for him |
Employment Terms
- No individual employment agreement or severance/change-in-control cash terms are disclosed for Malcolm. Limited severance arrangements and change-in-control mechanics are detailed for NEOs (CEO employment agreement; Lunak/Bansal change-in-control agreements), including equity vesting and no excise tax gross-ups .
- Equity awards assumed/continued post-change-in-control generally do not vest upon change-in-control but accelerate on qualifying termination within 24 months (applies broadly to equity awards other than those covered by the CEO agreement) .
Performance & Company Track Record During Malcolm’s Tenure
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return – value of $100 investment | $99.09 | $123.26 | $101.46 | $101.13 | $123.54 |
| Net Income ($USD Thousands) | $197,853 | $414,984 | $284,971 | $178,671 | $232,467 |
| Ratio of NIDDA to total deposits | 25.5% | 30.5% | 29.2% | 25.8% | 27.3% |
Additional notes:
- 2024 TSR outperformed the KBW Regional Banking Index (22% vs 13%) .
- The Company-selected measure (NIDDA/Total Deposits) directly impacted AIP awards for NEOs and is emphasized as a strategic priority .
Governance, Policies, and Risk Indicators
- Compensation Recovery (Clawback) Policy compliant with SEC/NYSE standards; recovery of erroneously awarded incentive-based compensation upon restatement; administered by the Compensation Committee .
- Insider Trading Policy enforces blackout periods, pre-clearance for certain insiders, and bans hedging/pledging/short sales; policy filed as Exhibit 19.1 to the 2024 Form 10-K .
- Section 16(a) compliance: Company believes all required insider ownership reports were timely filed in 2024 .
- Initial SEC Form 3 for Malcolm (Sept 17, 2020) reported no securities owned at the time of joining .
Expertise & Qualifications
- Legal domain expertise spanning regulatory, litigation, corporate acquisitions, and securities law; leadership roles in payments and mobility tech; prior big-law M&A/corporate finance pedigree .
- Education: J.D. (Columbia), B.F.A. (NYU Tisch) .
Investment Implications
- Alignment: Malcolm’s beneficial stake is modest (12,250 restricted shares, <1%) but is bounded by strict anti-hedging/anti-pledging policies that reduce misalignment and selling pressure risks tied to collateralized positions .
- Retention risk: No individual employment/severance terms disclosed for Malcolm; in contrast, NEO programs provide structured protection and performance-conditioned vesting, suggesting the GC role may be less shielded than NEOs from transactional disruption—monitor for future 8-K Item 5.02 disclosures .
- Trading signals: Absence of disclosed option holdings and presence of restricted shares limit near-term discretionary selling; company-level TSR outperformance in 2024 and renewed focus on deposit mix (NIDDA) and profitability metrics underpin broader equity value drivers to which executive incentives for NEOs are tied .
- Execution risk: Legal stewardship through a volatile five-year period (pandemic, rate hikes, 2023 banking liquidity shock) coincides with a pay-for-performance architecture emphasizing risk, profitability, TSR, geographic expansion, and senior talent retention—positive for governance resiliency; continue to watch for legal/regulatory disclosures that could alter risk posture .