Customers Bancorp, Inc DEF 14A, filed Apr 14, 2026

Customers Bancorp, Inc. (CUBI)

DEF 14A 2026-04-14 For: 2026-04-14

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Added on June 11, 2026

About this DEF 14A

Customers Bancorp, Inc filed this DEF 14A on April 14, 2026.

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Sincerely,
The Board of Directors of Customers Bancorp, Inc.

Jay S. Sidhu - Executive Chairman									Daniel K. Rothermel - Lead Director

Andrea R. Allon									Robert N. Mackay

Bernard B. Banks									Samvir S. Sidhu - President and Chief Executive Officer

Robert J. Buford									Dalton T. Sirmans

M. Michael Gill									T. Lawrence Way

Robert M. Krasne									Steven J. Zuckerman

Susan D. Looney


DATE & TIME						LOCATION
10:00 a.m. Eastern Time						www.meetnow.global/MK99JGA
May 26, 2026


PROXY STATEMENT SUMMARY		1
	Items of Business and Voting Recommendations	2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		3
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING		6
	PROPOSAL 1: ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY	6
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	9
	Audit and Other Fees Paid to Independent Registered Public Accounting Firm	9
	Pre-approval of Audit and Non-Audit Services	10
	PROPOSAL 3: A NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	11

	PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE CUSTOMERS BANCORP, INC. 2019 STOCK INCENTIVE PLAN	12
AUDIT COMMITTEE REPORT		26
BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT		27
	Board of Directors	27
	Named Executive Officers	34
BOARD AND CORPORATE GOVERNANCE		36
	Ongoing Shareholder Engagement and Our Response	37
	Corporate Governance Highlights	38
	Corporate Governance Principles	39

	Corporate Social Responsibility	40
	Code of Ethics and Business Conduct	40
	Zero-Tolerance Policy - Workplace Harassment	41
	Whistleblower Policy and Hotline	41
	Stock Ownership Requirements & Prohibition of Hedging	41
	Insider Trading Policy	42
	Cybersecurity and Data Protection	42

	Risk Management	43
	Corporate Governance - Our Board of Directors	45
	Board Responsibilities	45
	Director Qualifications	45
	Director Independence Standards	46
	Director Nominations	46
	Board Leadership and Oversight	47
	Chairman of the Board	47
	Lead Independent Director	47
	Board of Directors Oversight	48
	Board Succession Planning	49
	Board Education	49
	CEO and Senior Management Succession Planning	49
	Board Committees	49
	Board Committee Membership	50
	Committee Charters	50
	Board of Directors Meeting Attendance	50
	Board Committee Descriptions and Responsibilities	51
	Director’s Risk & Compliance Committee	51


	Audit Committee	51
	Leadership Development and Compensation Committee	52



	Nominating and Corporate Governance Committee	54
	Executive Committee	54
	Regulatory Affairs Sub-Committee	54
	Corporate Social Responsibility Committee	55
	Communicating with Our Board	55
COMPENSATION DISCUSSION AND ANALYSIS		56
	Executive Compensation Highlights	56
	Philosophy and Objectives of Our Executive Compensation Program	58
	Elements of Executive Compensation	59
	2025 Named Executive Officers Total Compensation	61
	Compensation Decision-Making Process	70


	Other Pay Practices	75
LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT		81
EXECUTIVE COMPENSATION		82
	Summary Compensation Table	82
	Grants of Plan Based Awards	84
	Outstanding Equity Awards at Fiscal Year End	85
	Option Exercises and Stock Vesting	87
	Pension Benefits	87
	Non-qualified Deferred Compensation	88
	Potential Payments Upon Termination Or Change In Control	88
	CEO Pay Ratio	90
	Pay Versus Performance	91
DIRECTOR COMPENSATION		98
DELINQUENT SECTION 16(a) REPORT S		99
TRANSACTIONS WITH RELATED PARTIES		99
SHAREHOLDER PROPOSALS		101
	Shareholder Proposals for Inclusion in the 2027 Proxy Statement	101
	Director Nominations and Other Shareholder Proposals for Presentation at the 2027 Annual Meeting	101
OTHER BUSINESS		101
INFORMATION REGARDING THE ANNUAL MEETING		102
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2026		103
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		105
C AUTIONARY ST ATEMENT ABOUT FORWARD-LOOKING INFORMATION		111
ANNUAL REPORT		112
APPENDIX A: CUSTOMERS BANCORP, INC. 2019 STOCK INCENTIVE PLAN		A-1
APPENDIX B: FULL TEXT OF THE PROPOSED AMENDMENT TO 2019 STOCK INCENTIVE PLAN		B-1
APPENDIX C: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES		C-1
PROXY CARD


Customers Bancorp, Inc. 2026 Annual Meeting of Shareholders

Date and Time:			Tuesday, May 26, 2026
			10:00 a.m., Eastern Time

Location:			www.meetnow.global/MK99JGA


By Order of the Board of Directors,

Andrew B. Sachs, Corporate Secretary
To be mailed on or about April 15, 2026


PROPOSALS FOR YOUR VOTE						BOARD RECOMMENDATION
1. Electing three Class III Directors of the Company to serve a three-year term						FOR each nominee

2. Ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026						FOR

3. Approving, on an advisory basis, our Named Executive Officer compensation						FOR



4. Approving an amendment to the Company’s 2019 Stock Incentive Plan						FOR


Name and Address of Beneficial Owner	Voting Common Stock		Percent of Class of Voting Common Stock (1)
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	4,634,097	(2)	13.76	%
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	3,641,339	(3)	10.81	%

Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746	1,877,035	(4)	5.57	%
State Street Corporation One Congress Street, Suite 1 Boston, MA 02114	1,800,121	(5)	5.34	%
Hood River Capital Management LLC 2373 PGA Blvd., Suite 200 Palm Beach Gardens, FL 33410	1,725,701	(6)	5.12	%
Bay Pond Partners, L.P. c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	1,724,476	(7)	5.12	%
Bay Pond Investors (Bermuda) L.P. c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	1,724,079	(8)	5.12	%


(1)			Based on 33,680,944 shares of Customers Bancorp, Inc. common stock outstanding as of April 1, 2026.
(2)			This information is based on Schedule 13G/A filed with the U.S. Securities and Exchange Commission (“SEC”) on January 21, 2026, by BlackRock, Inc. BlackRock, Inc. had sole voting power with respect to 4,585,372 shares and sole dispositive power with respect to 4,634,097 shares.
(3)			This information is based on Schedule 13G/A filed with the SEC on February 5, 2026, by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP. Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP had shared voting power with respect to 3,641,339 shares and shared dispositive power with respect to 3,641,339 shares.

(4)			This information is based on Schedule 13G/A filed with the SEC on January 21, 2026, by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power with respect to 1,837,632 shares and sole dispositive power with respect to 1,877,035 shares.
(5)			This information is based on Schedule 13G filed with the SEC on November 10, 2025, by State Street Corporation. State Street Corporation had shared voting power with respect to 275,190 shares and shared dispositive power with respect to 1,800,121 shares.
(6)			This information is based on Schedule 13G/A filed with the SEC on February 17, 2026, by Hood River Capital Management LLC. Hood River Capital Management LLC had sole dispositive power with respect to 1,725,701 shares.
(7)			This information is based on Schedule 13G/A filed with the SEC on February 10, 2026, by Bay Pond Partners, L.P. Bay Pond Partners, L.P. had shared voting power with respect to 1,724,476 shares and shared dispositive power with respect to 1,724,476 shares.
(8)			This information is based on Schedule 13G filed with the SEC on March 16, 2026, by Bay Pond Investors (Bermuda) L.P. Bay Pond Investors (Bermuda) L.P. had shared voting power with respect to 1,724,079 shares and shared dispositive power with respect to 1,724,079 shares.


Name and Address of Beneficial Owner (1)	Voting Common Stock Beneficially Owned (1)(2)(3)		Unvested Restricted Stock Units (4)	Percent of Class of Voting Common Stock (1)
Directors
Andrea R. Allon (5)	40,374		—	*
Bernard B. Banks	9,031		—	*
Robert J. Buford	23,624		—	*
M. Michael Gill	1,060		—	*
Robert M. Krasne	1,612		—	*
Susan D. Looney	1,143		—	*
Robert N. Mackay	9,813		—	*
Daniel K. Rothermel	115,176		—	*
Jay S. Sidhu (6)	1,984,611	(7) (8)	62,234	5.89	%
Samvir S. Sidhu (9)	794,361	(10) (11)	262,457	2.36	%
Dalton Sirmans	2,023		—
T. Lawrence Way	125,713		—	*
Steven J. Zuckerman (12)	297,759		—	*
Named Executive Officers who are not Directors
Lyle P. Cunningham	49,545		18,631	*
Thomas H. Kasulka	6,163		12,868	*
Mark R. McCollom	—		—	*
Philip S. Watkins	53,704		19,712	*

All Directors and executive officers as a group (20 persons)	3,519,505		390,303	10.45	%
* Less than 1%


(1)			Beneficial ownership for each listed person as of April 1, 2026 includes shares held by each person issuable pursuant to options to purchase stock which are exercisable and restricted stock units (“RSUs”) which vest within 60 days of April 1, 2026. Shares subject to options exercisable and RSUs vesting within 60 days of April 1, 2026 are deemed outstanding for purposes of computing the percentage of class of Voting Common Stock attributable to the person or group holding such options and RSUs, but are not deemed outstanding for purposes of computing the percentage of any other person or group. Unless otherwise indicated, the address for each beneficial owner is c/o Customers Bancorp, Inc., 701 Reading Avenue, West Reading, Pennsylvania 19611.
(2)			Based on information furnished by the respective individual and our share records. Shares are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares the power to vote or dispose of the shares, whether or not the person has any economic interest in the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares.
(3)			Includes shares of our common stock issuable upon the exercise of stock options in the following amounts: Mr. Jay Sidhu 620,000, Mr. Cunningham 15,123 and Mr. Watkins 20,000.

(4)			Each RSU has a value equal to the fair market value of a share of our common stock, but does not confer voting rights. RSUs will be settled 100% in shares of our common stock at vesting or, in certain circumstances, after termination of employment, and include the right to receive dividend equivalents. Because they are economically comparable to owning shares of our common stock, certain of these stock units currently qualify for purposes of compliance with our stock ownership and retention guidelines. Unvested RSUs in this column are not treated as beneficially owned under the rules of the SEC because the holder does not have the right to acquire the underlying stock within 60 days of April 1, 2026. Unvested RSUs include time-based RSUs and time-based performance-based RSUs, reported at target levels.
(5)			Ms. Allon has an indirect beneficial ownership interest in 965 of these securities through her spouse.
(6)			Mr. Jay Sidhu also serves as Executive Chairman of Customers Bancorp, Inc. effective January 1, 2026.
(7)			Includes 693,996 shares pledged as security.
(8)			Mr. Jay Sidhu has an indirect beneficial ownership interest in 213,560 of these securities through his trust Jay S. Sidhu, A/K/A Jashinder S. Sidhu, FBO Sherry K. Sidhu, A/K/A Pushpinder K. Sidhu, and Descendants Irrevocable Trust; 181,825 of these securities through his trust Sherry K. Sidhu, A/K/A Pushpinder K. Sidhu, Family Trust No. 1, 158,552 of these securities through his trust Sherry K. Sidhu, A/K/A Pushpinder K. Sidhu, Family Trust No. 2 and 3,701 through his spouse.
(9)			Mr. Samvir Sidhu also serves as Chief Executive Officer of Customers Bancorp, Inc. effective January 1, 2026.


(10)			Mr. Samvir Sidhu has an indirect beneficial ownership interest in 745 of these securities through his Irrevocable Trust FBO Lian Sidhu, 745 of these securities through his Irrevocable Trust FBO Ziya Sidhu, and 745 of these securities through his Irrevocable Trust FBO Kaira Sidhu.
(11)			Includes 214,374 shares pledged as security.
(12)			Mr. Zuckerman has an indirect beneficial ownership interest in 6,815 of these shares through Steven J. Zuckerman Revocable Trust. Mr. Zuckerman irrevocably transferred the current equivalent of 218,254 shares of Customers Bancorp, Inc. common stock to Sageworth Trust Company, Trustee of the Victoria H. Zuckerman 2006 MG Trust dated 8/21/2006 on May 8, 2012.


SUSAN D. LOONEY
■Age: 58 ■Director Since: 2025 ■Member of the Corporate Social Responsibility Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Dr. Looney has served as the sixth president of Reading Area Community College in Reading, PA since July 1, 2018. Between 2011 through 2014, Dr. Looney served as business coordinator and interim vice president for academic affairs at Colorado Mountain College. From 2014–2018, she was the dean of instruction at then the senior vice president of academic affairs/provost at Redding Area Community College. She is the chair of the Reading Hospital Board of Trustees and serves on the boards of Berks Latino Workforce Development, Executive Committee of the United Way of Berks County, the Greater Reading Chamber Alliance, and the Greater Berks Development Fund. Nationally, she is a board member of the American Association of Community Colleges and is the vice chair and member of the Executive Committee for the Middle States Commission on Higher Education. Dr. Looney earned an Associate’s Degree from Brookdale Community College and holds a Bachelor of Science in Business Administration and an MBA from Monmouth University. She earned a Juris Doctorate at Widener University School of Law, and completed her Doctorate in Education, specializing in Higher Education Leadership at Nova Southeastern University. Dr. Looney’s experience in management, business administration and regulated industries provide the Board with insights into management, operations and administration that are of great value to the Board.


DALTON T. SIRMANS
■Age: 62 ■Director Since: 2025 ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Mr. Sirmans has been the Co-Founder and Senior Partner of Amplio Ventures, an investment firm that focuses on growth stage venture capital for businesses requiring refugee stability, since 2018. Prior to that, Mr. Sirmans was the co-founder of MainStreet Technologies, a leading independent provider of software solutions and advisory services aiding financial institutions in estimating quarterly Allowance for Loan and Lease Losses, from 1999 until its acquisition by private equity firm in 2018. Mr. Sirmans is also the author of “The Refugee Advantage”, a collection of stories that offers a research-based yet personal insight, challenging misconceptions surrounding refugees by showcasing them as the accomplished business owners and community contributors they truly are. Mr. Sirmans was also a participant in the Goldman Sachs 10,000 Small Businesses – National Cohort Alum. Mr. Sirmans holds a Master of Liberal Arts in International Relations from Harvard Extension School, Harvard University, a Bachelor of Science, Criminal Justice Valdosta State University, and an Associate of Science Sociology from Abraham Baldwin Agricultural College. Mr. Sirmans’ experience with financial industry software and venture capital investments provide the Board with insights into technology and strategic matters that are of great value to the Board.


STEVEN J. ZUCKERMAN
■Age: 62 ■Director Since: 2009 ■Chair of the Leadership Development and Compensation Committee ■Member of the Nominating and Corporate Governance Committee ■Member of the Customers Bank Board Compliance Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Mr. Zuckerman founded Clipper Magazine in 1983 as a junior at Franklin & Marshall College in Lancaster, PA. He graduated with a BA in Business Management in 1985 and went on to build Clipper into a nationwide media company with over 1,000 employees, publishing and direct mailing advertising magazines to 500 markets in 31 states. His subsidiary companies include Spencer Advertising, Total Loyalty Solutions, Clipper Web Development, Clipper Graphics and Jaxxon Promotions. In 2003, he sold his company to Gannett Corporation, publishers of USA Today. He continued as CEO until June 2013. Since 2013, Mr. Zuckerman is a partner and works in his real estate development firm, Oaktree Development Group, a minor league baseball team, The Lancaster Barnstormers, and other entrepreneurial ventures including a digital and technology based marketing company. Mr. Zuckerman’s experience in leadership, digital marketing, entrepreneurship, and building companies makes him uniquely situated to provide the Board with insight in the key areas of leadership development, marketing, and customer strategies.


Services Rendered	Fiscal 2025		Fiscal 2024
Audit Fees (1)	$	1,570,726	$	1,141,544
Audit-Related Fees (2)	$	395,390	76,124
Tax Fees (3)	368,081		382,443

Total	$	2,334,197	$	1,600,111


Fiscal Year	Options Granted	Time‑Based Full Value Awards Granted	Performance‑ Based Awards Granted	Performance‑ Based Awards Earned	Total	Weighted Average Basic Common Shares Outstanding	Burn Rate
2025	—	340,702	260,213	—	340,702	32,393,487	1.05%
2024	19,164	325,344	26,548	—	344,508	31,509,179	1.09%
2023	—	650,595	74,372	29,587	680,182	31,435,647	2.16%
3‑Year Average							1.44%


Selected data as of April 8, 2026 (1)
Number of shares subject to outstanding options						1,250,478
Weighted average exercise price of outstanding options						$28.35
Weighted average remaining term of outstanding options (in years)						3.27
Number of shares subject to outstanding full value awards						1,095,001
Shares remaining for grant under the 2019 Plan (before Proposal 4 is approved)						19,829


•			No automatic share replenishment or “evergreen” provision. There is no evergreen feature pursuant to which the shares authorized for issuance under the Amended 2019 Plan can be automatically replenished.

•			No repricing of options or SARs without shareholder approval. The Amended 2019 Plan prohibits the repricing of stock options or SARs without prior shareholder approval.

•			No single trigger change in control. Awards under the Amended 2019 Plan will only vest on the occurrence of a change in control that is accompanied by the termination of an individual’s employment.

•			No discounted options or SARs. Stock options and SARs may not be granted under the Amended 2019 Plan with an exercise or measurement price lower than the fair market value of the underlying shares on the date of grant (except in connection with substitute awards).

•			No liberal share counting or “recycling” of shares. Shares delivered to our Company to purchase shares upon exercise of an award or to satisfy tax withholding obligations will not become available for issuance under the Amended 2019 Plan.

•			No liberal change in control definition. Change in control benefits are triggered only by the occurrence, rather than shareholder approval, of a merger or other change in control event.


•			Minimum vesting requirements. Subject to limited exceptions, no awards granted under the Amended 2019 Plan may vest until the first anniversary of the date of grant, subject to a carve out for 5% of the shares available under the Amended 2019 Plan that may be granted without regard to the one-year minimum vesting period.

•			Payment of dividends only if underlying awards vest. Under the Amended 2019 Plan, dividends and dividend equivalents may only be paid to the extent the underlying award vests.

•			No Increase in Shares Available Without Shareholder Approval. The Amended 2019 Plan prohibits any amendment that operates to increase the total number of shares of common stock that may be issued under the Amended 2019 Plan (other than adjustments in connection with certain corporate reorganizations or other events).

•			Comprehensive clawback policy, addressing both equity and cash awards. 100% of equity and cash awards are subject to the Company’s clawback policy.

•			No Tax Gross-Ups. The Amended 2019 Plan does not provide for any tax gross-ups.

•			Independent Plan Administration. The LD&CC, comprised solely of non-employee, independent directors, administers the 2019 Plan.


Name and Position	Dollar Value ($)	Number of Units (1)(2) (#)
Jay S. Sidhu, Executive Chairman	2,337,400	33,647
Sam Sidhu, President and Chief Executive Officer	1,771,400	25,518
Mark R. McCollom, Executive Vice President, Chief Financial Officer	653,420	9,148
Philip S. Watkins, Executive Vice President, Head of Corporate Development and Investor Relations	255,000	3,941
Lyle P. Cunningham, Executive Vice President, Chief Banking Officer	375,000	5,795
Thomas H. Kasulka, Executive Vice President, Chief Credit Officer	255,000	3,941
All current executive officers, as a group (3)	5,902,220	85,931
All employees who are not executive officers, as a group	1,527,750	23,610


Name and Position	Number of RSUs (#)	Number of PBRSUs (at target) (#)
Jay S. Sidhu, Executive Chairman	23,077	10,570
Sam Sidhu, President and Chief Executive Officer	17,591	7,927
Mark R. McCollom, Executive Vice President, Chief Financial Officer	5,082	4,066
Philip S. Watkins, Executive Vice President, Head of Corporate Development and Investor Relations	3,941	—
Lyle P. Cunningham, Executive Vice President, Chief Banking Officer	5,795	—
Thomas H. Kasulka, Executive Vice President, Chief Credit Officer	3,941	—
All current executive officers, as a group (1)	63,368	22,563
All employees who are not executive officers, as a group	23,610	—


Name and Position (1)	Number of Options (#)	Number of RSUs or Stock Awards (#)	Number of PBRSUs (at Target) (#)
Jay S. Sidhu, Executive Chairman	620,000	37,670	31,789
Sam Sidhu, President and Chief Executive Officer	500,000	26,192	249,176
Mark R. McCollom, Executive Vice President, Chief Financial Officer	—	—	—
Philip S. Watkins, Executive Vice President, Head of Corporate Development and Investor Relations	20,000	16,542	5,796
Lyle P. Cunningham, Executive Vice President, Chief Banking Officer	18,449	14,020	—
Thomas H. Kasulka, Executive Vice President, Chief Credit Officer	2,262	12,868	—
All current executive officers, as a group (2)	1,162,601	120,732	286,761
All current directors who are not executive officers, as a group	—	—	—
All employees who are not executive officers, as a group	87,877	498,919	—
Each nominee for election as director	—	—	—
Associate of any such directors, executive officers, or nominees	—	—	—
Each other person who received or is to receive 5 percent of such options, warrants, or rights	—	—	—


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and rights (#)	(b) Weighted average exercise price of outstanding options (2) ($)	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Equity Compensation Plans Approved by Security Holders (1)	2,279,404	28.35	283,983

Equity Compensation Plans Not Approved by Security Holders (3)	6,663	N/A	—


Name	Director Since (1)	Position With Customers Bancorp	Age	Term Expires:	Independent
Andrea R. Allon	2016	Director	64	2028	☒
Bernard B. Banks	2022	Director	62	2028	☒
Robert J. Buford	2020	Director	77	2027	☒


M. Michael Gill	2025	Director	74	2027	☒
Susan D. Looney	2025	Director	58	2026	☒
Robert M. Krasne	2025	Director	71	2028	☒
Robert N. Mackay (2)	2022	Director	53	2026	☒
Daniel K. Rothermel (3)	2009	Lead Independent Director	88	2026	☒
Jay S. Sidhu	2009	Director and Executive Chairman	74	2027	☐ (4)
Samvir S. Sidhu	2026	Director, President and Chief Executive Officer	42	2028	☐ (5)
Dalton T. Sirmans	2025	Director	62	2026	☒
T. Lawrence Way	2005	Director	77	2027	☒
Steven J. Zuckerman	2009	Director	62	2026	☒


(1)			Pre-2011 dates include services as a Director of Customers Bank prior to its reorganization into a bank holding company structure pursuant to which Customers Bank became a wholly-owned subsidiary of the Company (the “Reorganization”) on September 17, 2011.


(2)			Mr. Mackay has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting.
(3)			Mr. Rothermel has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting.
(4)			Mr. Jay Sidhu serves as Executive Chairman of Customers Bancorp, Inc.. effective January 1, 2026, and is the father of Mr. Samvir Sidhu, who serves as the Company’s Vice Chairman, President and Chief Executive Officer and the Bank’s President and Chief Executive Officer.
(5)			Mr. Samvir Sidhu serves as President and Chief Executive Officer of Customers Bancorp, Inc. effective January 1, 2026.


ANDREA R. ALLON
■Age: 64 ■Director Since: 2016 ■Chair of the Audit Committee ■Member of the Nominating and Corporate Governance Committee ■Member of the CSR Committee						Professional Highlights Ms. Allon served as the Chief Operating Officer of the Chamber of Commerce for Greater Philadelphia, one of the largest and oldest chambers of commerce in the United States, from May 2006 until her retirement in June 2024. Prior to joining the Chamber, Ms. Allon was a Partner of Ernst & Young LLP overseeing audit services provided to public companies primarily in the financial services and technology industries. Ms. Allon spent over 20 years with Ernst & Young in the Philadelphia and New York offices and has also taught accounting and auditing at the college level as an adjunct instructor. Ms. Allon earned her MBA from Columbia University and a Bachelor of Science from the Wharton School of the University of Pennsylvania. Ms. Allon’s long experience in public accounting as well as her experience with the Chamber of Commerce provide the Board with many insights on business, internal controls, and governance matters that are of great value to the Board.


BERNARD B. BANKS
■Age: 62 ■Director Since: 2022 ■Chair of the CSR Committee ■Member of the Leadership Development and Compensation Committee ■Member of the Nominating and Corporate Governance Committee						Professional Highlights Dr. Banks is the Director of Rice University’s Doerr Institute for New Leaders where he oversees leader development initiatives for all Rice University students. Prior to joining the Doerr Institute in January 2024, he served on the senior leadership team and faculty at Northwestern University’s Kellogg School of Management for six years. A former career military officer, Dr. Banks served on active duty in the United States Army for 29 years and retired with the rank of Brigadier General. Dr. Banks earned his Ph.D. in social-organizational psychology from Columbia University. He also holds graduate degrees from Northwestern University (MBA), Harvard University (MPA), and Columbia University (MA and MPhil). Dr. Banks’ extensive experience in the fields of leader development, organizational culture, and organizational change make him uniquely situated to provide valuable perspective to the Board in these areas.


ROBERT J. BUFORD
■Age: 77 ■Director Since: 2020 ■Member of the Audit Committee						Professional Highlights Mr. Buford is the President and CEO of Planned Realty Group (“PRG”), Inc., a Chicago based real estate investment and management company. Mr. Buford began his career in manufacturing, sales and management with Proctor and Gamble, Honeywell, and Pfizer. Mr. Buford founded PRG in 1982. Over succeeding decades, he grew the firm and its assets to include a substantial portfolio of rental apartment properties. Mr. Buford holds a BS in Industrial Engineering from the University of Illinois, MBA from the University of Chicago and a Law Degree from DePaul University. Mr. Buford’s experience in leadership, commercial real estate, investments, management, entrepreneurship, and building companies makes him uniquely situated to provide the Board with insight in the key areas of commercial real estate, investments, management and strategy.


M. MICHAEL GILL
■Age: 74 ■Director Since: 2025 ■Member of the Audit Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Mr. Gill is a retired attorney who worked as Managing Director Global Complex Contracting at Accenture LLP from 2003 to October 2016. At Accenture LLP, Mr. Gill headed up a team of over 160 attorneys worldwide, specializing in technology, digital, outsourcing, and systems integration transactions and helping to negotiate and close large and complex customer-facing contracts around the world, including in the financial services industry. Prior to working at Accenture, Mr. Gill practiced as a transactional attorney for over 25 years in Kansas City, Missouri specializing in professional services providers, including consultants, accountants, architects, and attorneys. Mr. Gill also served as an independent director of BM Technologies, Inc. (BMTX), a fintech company, from January 2021 until its acquisition by First Carolina Bank in January 2025. Mr. Gill earned his B.S. in Business from University of Missouri and his J.D. from University of Missouri School of Law. Mr. Gill’s experience as an attorney in the fields of technology, digital, outsourcing, and systems integration transactions and his experience serving on the board of a fintech company provide the Board with insights into legal, operational and corporate governance matters that are of great value to the Board.


ROBERT M. KRASNE
■Age: 71 ■Director Since: 2025 ■Member of the Audit Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Mr. Krasne is Chair of Steinman Communications, a company whose holdings include Lancaster Farming, the preeminent agricultural publication in the mid-Atlantic; Susquehanna Printing and Lancaster LLC, a commercial printing and mailing operation and an array of real estate assets. Before assuming leadership in the Steinman enterprises in 2012, Mr. Krasne spent 10 years as principal in the Krasne Group, Inc., a strategic business consulting firm in Washington DC. He was also an adjunct professor at Georgetown University's McDonough School of Business where he taught corporate governance to MBA candidates. Previously Mr. Krasne was a partner in the Washington DC law firm of Williams & Connolly, L.L.P. where he represented business leaders, government officials, corporations, and law firms in complex legal matters. Prior to that Mister Krasne served as a lawyer in the Enforcement & Compliance and Legal Advisory Services divisions of the Office of the Comptroller of the Currency (OCC). While at the OCC Mr. Krasne was appointed Special Assistant United States Attorney for Western District of Louisiana to assist with the investigation and prosecution of bank fraud cases. Mr. Krasne also worked at the OCC as a national bank examiner. Mr. Krasne earned an A.B. in Economics from Georgetown University and a J.D. from Georgetown University Law Center. He also received an Honorary Doctorate in Public Service from Thaddeus Stevens College of Technology and an Honorary Doctorate in Fine Arts from the Pennsylvania College of Art & Design. Mr. Krasne’s experience as a banking regulator, attorney and business consultant provide the Board with insights into regulatory and strategic matters that are of great value to the Board.


ROBERT N. MACKAY
■Age: 53 ■Director Since: 2022 ■Member of the Leadership Development and Compensation Committee ■Member of the Directors Risk & Compliance Committee						Professional Highlights Mr. Mackay is CEO of Regnology, a leading provider of regulatory technology to banks, insurers, central banks and monetary authorities (2021-Present). Previously, from 2019-2021, Mr. Mackay served as CEO of Itiviti, a fast-growing and innovative capital markets technology leader providing systems for order management, execution management, automated trading and trading connectivity across all asset classes to the global markets. Mr. Mackay led the sale of Itiviti to Broadridge (NYSE: BR) in April 2021. Prior to Itiviti, from 2011-2019, Mr. Mackay led the Cross Asset Trading and Risk businesses for the global fintech leader FIS (formerly SunGard). Mr. Mackay is also a director of banking technology vendor Zafin. Mr. Mackay has 25 years experience in the fintech industry. He has a BA in Biology from Oxford University. Mr. Mackay’s detailed knowledge of financial technology, regulatory technology, cybersecurity, enterprise risk management and the automation of financial service processes brings great value to the Board. Mr. Mackay has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting.


DANIEL K. ROTHERMEL
■Age: 88 ■Director Since: 2009 ■Lead Independent Director ■Chair of the Directors Risk Committee ■Chair of the Nominating and Corporate Governance Committee ■Member of the Executive Committee ■Member of the Leadership Development and Compensation Committee ■Member of the Audit Committee ■Member of Regulatory Affairs Sub-Committee						Professional Highlights Mr. Rothermel has been the Chair of the Board of Cumru Associates, Inc., a private holding company located in Reading, Pennsylvania, since January 1, 2013. Prior to that, and since 1989, he was President and Chief Executive Officer of Cumru Associates, Inc. Mr. Rothermel also served over twenty years on the Board of Directors of Sovereign Bancorp and Sovereign Bank. At Sovereign, he was lead independent Director and served on the Audit, Governance, and Risk Management Committees and was chair of the Executive Committee. He is a graduate of The Pennsylvania State University with a B.S. in Business Administration (finance and accounting) and of the Washington College of Law of the American University with a Juris Doctor. Mr. Rothermel’s background as an attorney and general counsel, plus his extensive experience in corporate governance and as a Director of Sovereign Bank, provides a unique and valuable perspective to the Board. Mr. Rothermel has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting.


JAY S. SIDHU
■Age: 74 ■Director Since: 2009 ■Executive Chairman of Customers Bancorp, Inc. ■Executive Chairman of Customers Bank ■Chair of the Executive Committee ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-Committee						Professional Highlights Mr. Jay Sidhu joined Customers Bank as Chairman and Chief Executive Officer in the second quarter of 2009. Effective January 1, 2026, Mr. Jay Sidhu retired as Chief Executive Officer of Customers Bancorp and assumed the role of Executive Chairman of Customers Bancorp. Before joining Customers Bank, Mr. Jay Sidhu was the Chief Executive Officer of Sovereign Bank and Sovereign Bancorp, Inc. from 1989 and its Chairman from 2002 until his retirement on December 31, 2006. Mr. Jay Sidhu was also the Chairman and Chief Executive Officer of Sidhu Advisors, LLC, a consulting firm from 2007 to 2009. Mr. Sidhu is a recipient of Financial World’s CEO of the year award, and was also named Turnaround Entrepreneur of the Year, while he was the CEO of Sovereign. In 2016, he was named Financial Technology Entrepreneur of the Year. He has received many other awards and honors, including a Hero of Liberty Award from the National Liberty Museum and Caron Foundation’s Citizen of the Year. Mr. Jay Sidhu also served as Executive Chairman of Megalith Financial Acquisition Corporation. Mr. Jay Sidhu has also served on the boards of numerous businesses and not-for-profits, including as a member of the Board of Grupo Santander in Madrid, Spain and Atlantic Coast Financial Corporation in Jacksonville, Florida. He obtained a MBA from Wilkes University and is a graduate of Harvard Business School’s Leadership Course for CEOs. Mr. Jay Sidhu also helped establish the Jay Sidhu School of Business and Leadership at Wilkes University. Mr. Jay Sidhu’s demonstration of day-to-day leadership, combined with his extensive banking sector experience, provide the Board with intimate knowledge of the Company’s direction and strategic opportunities.


SAMVIR S. SIDHU
■Age: 42 ■Director Since: 2026 ■President & Chief Executive Officer of Customers Bancorp, Inc. ■President & Chief Executive Officer of Customers Bank ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-Committee						Professional Highlights Mr. Sam Sidhu joined the Board of Customers Bank in 2012 and became a full-time officer of the Bank early in 2020. Effective January 1, 2026, Mr. Sam Sidhu was appointed Chief Executive Officer of Customers Bancorp. On July 1, 2021, Mr. Sam Sidhu was named as the President and Chief Executive Officer of Customers Bank and the President of Customers Bancorp. Prior to that, Mr. Sam Sidhu served as Customer Bancorp's Head of Corporate Development and Vice Chair and Chief Operating Officer of Customers Bank. Mr. Sam Sidhu is a member of the Executive Committee of the Company's management and serves on several other management committees. Prior to joining Customers Bank full-time, Mr. Sam Sidhu was a founder (2009) and CEO of Megalith Capital Management, a real estate focused private equity firm making investments primarily in New York City. The firm’s integrated platform specialized in the acquisition, repositioning, development, and management of residential, commercial, and mixed-use properties. Prior to co-founding Megalith, he worked in private equity with Providence Equity Partners and investment banking with Goldman Sachs. Mr. Sam Sidhu holds a BA from the Wharton School of Business at the University of Pennsylvania and an MBA from the Harvard Business School. Mr. Sam Sidhu’s demonstration of day-to-day leadership, combined with his deep understanding of the banking operations, regulations and markets, provide the Board with intimate knowledge of the Company’s direction and strategic opportunities.


T. LAWRENCE WAY
■Age: 77 ■Director Since: 2005 ■Member of the Audit Committee ■Audit Committee Financial Expert ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-Committee						Professional Highlights Mr. Way was the Chairman and CEO of Alco Industries, Inc., a diversified industrial manufacturing company, from 2000 until his retirement on December 31, 2010. During his 34 year career with Alco Industries, Mr. Way held a variety of positions including that of Chief Financial Officer and President. He is a Certified Public Accountant, received a Master’s in Business Administration from Mount St. Mary’s College, a Juris Doctor degree from Rutgers-Camden School of Law, and graduated from Tufts University. He has experience in varied areas of management, finance, operations, and mergers and acquisitions. Mr. Way’s background as an attorney and Certified Public Accountant, as well as his experience leading a company through the current economic, social and governance issues as former Chairman and Chief Executive Officer of Alco Industries, Inc., makes him well-suited to serve on the Board.


MARK R. MCCOLLOM Executive Vice President, Chief Financial Officer						Age: 62
Professional Highlights
Mr. McCollom joined Customers Bank as Chief Financial Officer in June 2025 and was appointed Chief Financial Officer of Customers Bancorp, Inc. on August 15, 2025. As Chief Financial Officer, Mr. McCollom oversees the Company's accounting, tax, treasury, corporate development and financial planning and analysis departments. He is also a member of the Executive Committee and serves on several other management committees. Prior to joining Customers Bank, Mr. McCollom served as Chief Financial Officer of Fulton Financial Corporation, a $30 billion financial holding company headquartered in Lancaster, PA, and parent company of Fulton Bank, from 2017 through 2024. Prior to that, Mr. McCollom spent 9 years in senior leadership at Griffin Financial Group, an investment banking and financial advisory firm, and served as the Chief Financial Officer of Sovereign Bancorp, Inc., the parent of Sovereign Bank, from 1996 through 2008. Mr. McCollom is a graduate of The Pennsylvania State University, with a Bachelor of Science in Accounting.


PHILIP S. WATKINS Executive Vice President, Head of Corporate Development and Investor Relations and Former Chief Financial Officer						Age: 41
Professional Highlights
Mr. Watkins is the Head of Corporate Development and Investor Relations and former Chief Financial Officer of Customers Bancorp, Inc. He is also a member of the Executive Committee of the Company’s management and oversees Customers Bank's digital lending activities. Mr. Watkins joined Customers Bank in January 2020 and has served as the Bank’s Head of Real Estate (2020-2022), Head of Real Estate and Digital Lending (2022-2023) and as the CFO of Customers Bank (2023-2025). Prior to joining Customers Bank, Mr. Watkins also served as Principal of Megalith Capital Management, a real estate focused private equity firm making investments primarily in New York City. Mr. Watkins holds an MBA from the Harvard Business School and a BSBA in Finance (cum laude) from the University of Florida.


LYLE P. CUNNINGHAM Executive Vice President, Chief Banking Officer						Age: 62
Professional Highlights
Mr. Cunningham joined Customers Bank in 2014 as EVP and Managing Director of Specialty Finance, and served as Chief Lending Officer for Customers Bank from 2021-2024. Since joining Customers Bank, Mr. Cunningham has overseen the Bank’s specialty banking business lines, including the Fund Finance Group, Specialty Finance, Technology and Venture Capital banking group, Healthcare, and the Financial Institutions Group. Mr. Cunningham is a member of the Executive Committee of the Company's management and serves on the Bank’s C&I, Commercial Real Estate, Consumer, and Warehouse loan committees. Prior to joining Customers Bank, Mr. Cunningham was a Managing Director at CMS Mezzanine Fund (2008-2013), where he provided mezzanine debt to finance private equity sponsored buyouts, non-sponsored buyouts, growth capital and acquisition financing. Prior to that, Mr. Cunningham was a Senior Vice President & Managing Director at National City Bank (1999-2008) and a Vice President at CoreStates Bank (1988-1998). Mr. Cunningham earned his Bachelor of Science in Accounting and Finance from Penn State University.