William Rubenstein
BankUnitedAbout William S. Rubenstein
Retired Skadden, Arps, Slate, Meagher & Flom LLP partner with over three decades advising financial institutions; currently an independent director of BankUnited, Inc. (BKU), age 69, serving since August 2017 . He brings deep legal, regulatory, and governance expertise, and serves on BKU’s Risk Committee and Compensation Committee; the Board affirmed his independence in March 2025 after considering Skadden’s ordinary-course services to BKU as non‑material . In 2024, the Board met 6 times and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Co‑Head, Financial Institutions Group | Sep 1981–Dec 2014; Partner since Apr 1989 | Advised financial institution boards; trustee of firm’s pension plan; member of retirement committee overseeing plan asset investments |
| Stella and Charles Guttman Foundation | Trustee | 2003–2013 | Oversight of grants focused on education and social services in low‑income communities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other U.S. listed public company boards | None disclosed | — | Only Douglas J. Pauls is listed with an external U.S. public board; none shown for Rubenstein |
Board Governance
- Committees: Risk Committee member; Compensation Committee member (appointed May 2024) .
- Chair roles: None (Risk Committee chaired by Douglas J. Pauls; Compensation Committee chaired by Michael J. Dowling) .
- Independence: Board determined Rubenstein is independent; considered Skadden’s legal services to BKU as ordinary‑course and not material .
- Attendance: Board held 6 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors met in executive session 4 times in 2024; presided by Lead Independent Director .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board retainer | 70,000 | Standard non‑employee director cash retainer |
| Risk Committee member retainer | 25,000 | Non‑chair retainer (Audit and Risk committees pay $25k to members) |
| Compensation Committee member retainer | 0 | Only the Compensation Committee Chair receives an additional $25k; no non‑chair member fee disclosed |
| Total cash fees (2024) | 95,000 | Reported fees earned for Rubenstein in 2024 |
Performance Compensation
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|
| May 15, 2024 | 2,320 restricted shares | 70,018 | Vests in full on earlier of first anniversary or next annual meeting; accelerated on death/disability and certain change‑in‑control circumstances | Unvested restricted shares: 2,320 |
BKU made no changes to form or amount of director compensation for 2024; directors receive no meeting fees and are reimbursed for reasonable expenses .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Rubenstein |
| Potential interlocks/conflicts | Skadden may provide legal services to BKU in ordinary course; Board deemed Rubenstein independent and services non‑material |
| Related‑party transactions | None reportable in FY2024 or YTD 2025 |
Expertise & Qualifications
- Extensive experience representing financial institutions and their boards; strong grasp of financial reporting, banking regulatory framework, and corporate governance .
- Risk management oversight through active service on the Risk Committee; complementary governance oversight via Compensation Committee membership .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 10,282 shares (includes 2,320 restricted shares) |
| Shares outstanding (record date) | 75,242,048 (Mar 25, 2025) |
| Ownership % of shares outstanding | ~0.014% (10,282 ÷ 75,242,048) |
| Unvested vs. vested | Unvested: 2,320; Vested: ~7,962 (10,282 – 2,320) |
| Hedging/pledging | Prohibited by Insider Trading Policy (no pledging; no hedging such as collars/swaps/forwards) |
| Director stock retention policy | Must retain equity valued ≥5× annual retainer ($70k); all non‑management directors are in compliance (new directors have up to 3 years) |
Governance Assessment
- Strengths: Independent status affirmed despite legacy Skadden affiliation; active service on Risk and Compensation—committees central to risk oversight and pay governance; attendance at or above expectations; equity retainer with robust retention policy and anti‑hedging/anti‑pledging rules supports alignment .
- Potential watch items: Perceived optics of law firm affiliation (Board deemed non‑material); relatively small absolute share ownership typical for directors but mitigated by ongoing equity grants and strict retention policy; say‑on‑pay support dipped to 78% in 2024 (driven by macro TSR headwinds per BKU’s outreach) suggesting broader investor sensitivity to pay‑for‑performance—monitor Compensation Committee disclosures where Rubenstein serves .
- Conflicts: No related‑party transactions reported for 2024/YTD 2025; insider trading controls and executive sessions strengthen governance .
No Form 4 insider transaction details are disclosed in the proxy; BKU reports that all Section 16(a) filings required in 2024 were timely filed (for transaction‑level data, refer to SEC Form 4 filings) .