Michael Dowling
BankUnitedAbout Michael J. Dowling
Michael J. Dowling is BKU’s independent director and Chair of the Compensation Committee. He is President and CEO of Northwell Health; previously EVP/COO at Northwell, Senior VP at Empire Blue Cross/Blue Shield, and served 12 years in New York State government (including seven years as Director of Health, Education and Human Services and Deputy Secretary to the Governor). He holds a BA from University College Cork and a master’s from Fordham; age 75; BKU director since May 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwell Health | President & CEO; previously EVP/COO | CEO since 2002; prior COO before 2002 | Leads NY State’s largest health system (~90k workforce; ~$20B revenue) |
| Empire Blue Cross/Blue Shield | Senior Vice President | Not disclosed | Senior leadership at major insurer |
| State of New York | Director of Health, Education & Human Services; Deputy Secretary to the Governor; Commissioner of Dept. of Social Services | 12 years in state government; 7 years in Director/Deputy roles | Oversight of social, health, education policy |
| Fordham University | Professor of Social Policy; Assistant Dean; Campus Director | Not disclosed | Academic leadership, program administration |
External Roles
| Organization | Role/Membership | Notes |
|---|---|---|
| Institute of Medicine (National Academies of Science) | Member | Professional recognition and policy engagement |
| Institute for Healthcare Improvement | Past Chair; current member | Quality improvement leadership |
| Foreign Policy Association | Member | External policy forum involvement |
| Smurfit School of Business (UCD) | Member (North American Board) | Academic/business advisory role |
| Greater New York Hospital Association; HANYS | Member | Industry associations |
Board Governance
- Independence: Board affirmatively determined Dowling is independent under NYSE and company standards (March 2025) .
- Committee roles: Compensation Committee Chair; committee held 6 meetings in 2024; all members independent .
- Attendance: In 2024, Board held 6 meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors met in executive session 4 times in 2024 .
- Election support: 2025 annual meeting votes for Michael J. Dowling—For: 63,113,031; Withheld: 2,630,784; Broker non-vote: 3,513,839 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $70,000 | $70,000 |
| Compensation Committee Chair fee | $25,000 | $25,000 |
| Meeting fees | None (no per-meeting fees) | None (no per-meeting fees) |
| Fees earned by Dowling (cash) | $95,000 | $95,000 |
Notes:
- No changes to the form or amount of director compensation for 2024 .
- Directors reimbursed for reasonable Board-related expenses .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Restricted stock grant (Dowling) | 2,320 shares | 2,320 shares |
| Grant date | May 16, 2023 | May 15, 2024 |
| Grant date fair value | $70,013 | $70,018 |
| Vesting terms | Vests in full on the earlier of first anniversary or next annual meeting; subject to continued service | Vests in full on the earlier of first anniversary or next annual meeting; subject to continued service |
| Accelerated vesting | Death/disability and certain change-in-control circumstances | Death/disability and certain change-in-control circumstances |
Compensation Committee governance signals:
- Independent compensation consultant (Pay Governance) advises committee; no other services provided to BKU .
- Committee meets at least quarterly; reviews risk in comp programs; maintains clawback policy compliant with SEC/NYSE .
- Anti-hedging and anti-pledging policy applies to directors; prohibits margin accounts and hedging transactions .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dowling in BKU proxy biographies . |
| Compensation Committee composition (2024) | Dowling (Chair), Tere Blanca, William S. Rubenstein; Judge A. Gail Prudenti served Jan–May 2024; Rubenstein appointed May 2024 . |
| Interlocks/related-party exposure | Committee members were not BKU officers/employees; no relationships requiring Item 404 disclosure . |
Expertise & Qualifications
- Executive leadership and corporate governance experience; active community/policy engagement .
- Skills matrix indicates broad competencies (accounting/financial reporting, corporate governance, strategic planning, risk management, government) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael J. Dowling | 22,782 | <1% (*) |
Director equity alignment:
- Stock retention requirement: Directors must retain equity ≥5× annual retainer ($70k); all non-management directors in compliance; new director Smith Baugh has three years to comply .
- Anti-hedging/anti-pledging: Prohibited for directors .
Governance Assessment
- Strengths: Independent Chair of Compensation Committee; documented risk assessment in compensation; robust clawback and anti-hedging/pledging policies; strong attendance; transparent director pay structure (cash retainer + time-based equity with short vesting), and clear stock retention requirements .
- Shareholder signals: 2025 re-election received 63.1M “For” votes with 2.63M “Withheld”; say‑on‑pay advisory in 2025 received 53,172,019 For / 12,470,451 Against / 101,345 Abstain (Committee enhanced disclosures after ~78% support in 2024 and engaged investors) .
- Conflicts/Related‑party: Company reports no related party transactions for 2024 and YTD 2025; compensation committee interlocks negative; independence affirmed .
- RED FLAGS: None identified from disclosed materials—no pledging, no related-party transactions, consistent attendance, and stable director pay program .