Customers Bancorp : Proxy Statement (definitive)

Published: 2025-04-16 16:52:05 ET CUBI

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Customers Bancorp, Inc.

______________________________

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box)

CUSTOMERS BANCORP, INC.

701 Reading Avenue

West Reading, Pennsylvania 19611

(610) 933-2000

April 17, 2025

Letter From Our Chairman & Chief Executive Officer and Our President

Dear Fellow Shareholders:

You are invited to attend the 2025 Annual Meeting of Shareholders ("Annual Meeting") of Customers Bancorp, Inc. ("Customers Bancorp", "Customers", "Company", "we", "us" or "our") to be held Tuesday, May 27, 2025, beginning at 10:00 a.m., Eastern Time. Similar to last year, we will hold a virtual Annual Meeting, which will allow all shareholders to attend the Annual Meeting through a live webcast on the Internet and participate in substantially the same way as if attending the meeting in person.

Further information about the Annual Meeting, the various matters on which the shareholders will vote, and how to register for, attend and participate in the Annual Meeting is included in the Notice of Annual Meeting and the Proxy Statement which follow this letter. We encourage you to read Customers' 2024 Annual Report on Form 10-K, which can be located at www.envisionreports.com/CUBI (please copy and paste the link into your browser).

As we reflect on the past year, we are pleased with our progress and excited about the future of Customers Bank. Our unique business model, niche banking approach, and exceptional customer service have not only positioned us well in a competitive environment but have contributed to ensuring our organization is "built to last."

Understanding Key Drivers of Financial Performance

We continuously monitor the key drivers of our financial performance. Since 2023, we have reduced our asset sensitivity, significantly increased our capital levels, maintained robust liquidity, and remained laser-focused on credit quality. Our deposit transformation was our top financial priority, and healthy, high-quality commercial deposit growth enabled us to run off less strategic commercial and consumer deposits.

Through much of last year, we averaged about $1 billion of gross deposit inflows per quarter. We used these deposits to continue to remix out our higher-cost deposits improving the cost and quality of our deposit franchise as evidenced by a reduction in average deposit costs of 39 basis points in the fourth quarter, as compared to the third quarter 2024. We grew our loans held for investment 12% during the year, far exceeding industry averages. The combination of these factors provided a strong finish to the year as evidenced by net interest income growth of 6% and an increase in net interest margin of 5 basis points in the fourth quarter of 2024. Additionally, we executed operational excellence initiatives and were on track to achieve the $20 million target, which we will use to reinvest into the franchise.

We've said many times before that we believe sustainable growth in revenue, EPS and tangible book value are the key metrics for long-term performance in bank stocks. Over the last five years, we are proud to have delivered awesome annual growth of 15% revenue, 20% Core EPS1 and 16% tangible book value,1 which is higher than the top quartile of banks between $10-$100 billion in assets. We did all of this while maintaining strong capital, liquidity and credit performance.

1 Non-GAAP measure. Please refer to Appendix Ato this Proxy Statement for Customers' reasons for the use of the non-GAAP measure and a detailed reconciliation.

Maintaining a Clear Strategic Direction

Our strategy is anchored by a single point-of-contact service model that drives organic growth one relationship at a time. Our model has proven effective, as it is infused with our commitment to exceptional client service. That commitment is the cornerstone of our culture and the key to our success- where our goal each day is to have our clients say, "Wow!"

Our service model is driven by exceptional colleagues who are empowered to serve their clients' needs. Over time, these relationships compound, driving growth through repeat business and referrals.

Our culture is inspired by the entrepreneurs we serve. It's this entrepreneurial mindset that allows bankers to develop innovative solutions to address some of our clients' most pressing challenges. In addition to fostering loyalty and generating referrals, our entrepreneurial culture draws top talent to our organization. In the past year, we welcomed new client-facing team members as well as leaders and team members in areas such as credit, risk management, marketing, technology and operations. We remain focused on providing the sophisticated products and services of a larger bank with the attention and industry expertise of a private bank.

Our unique service model is a key differentiator, and to measure its success, we conducted our first Net Promoter Score survey in 2024. We are proud to share that our initial score of 732 places Customers Bank at the very top of the banking industry and well above many other service-oriented brands. Our exceptional client service has not gone unnoticed and is integral to delivering safe, organic growth.

Reinforcing Strong Risk Management

We have made significant investments in risk management infrastructure-people, processes, and technology-as we strive to meet and exceed our own and regulator expectations. We made several strategic additions to our risk and compliance teams and continue to build out our compliance and risk practice areas. We also invested in a state-of- the-art payments platform that can support new and existing business customers engaging in instant payments. We believe risk management can be a strength and competitive advantage for us.

Looking to Our Future

As we move forward, we remain laser-focused on our core competencies: delivering truly exceptional service, offering sophisticated product offerings, and maintaining our single- point-of-contact model to ensure a seamless client experience. We firmly believe that this commitment to excellence will continue to drive strong performance over the long term and deepen our clients' trust.

We hope you will be able to attend the meeting virtually. We encourage you to vote your shares by Internet, telephone, or complete, sign and return a proxy card prior to the Annual Meeting. This will ensure that your shares are represented at the Annual Meeting. Every shareholder vote is important. Please read the Proxy Statement carefully before voting your shares. Thank you for your investment in, and ongoing support of, our Company. On behalf of the nearly 800 talented people with whom we have the privilege of working every day, we want to thank you for your support and investment. As a Bank, we are committed to doing everything we can to deliver value to our investors and our customers, employees, and the communities where we live and work.

Let's take on tomorrow...together!

Sincerely,

Jay S. Sidhu

Samvir S. Sidhu

Chairman and Chief Executive Officer

President

CUSTOMERS BANCORP, INC.

701 Reading Avenue

West Reading, Pennsylvania 19611

(610) 933-2000

April 17, 2025

Dear Fellow Shareholders:

The Board of Directors of Customers Bancorp, Inc. ("Board") invites you to attend the 2025 Annual Meeting of Shareholders of Customers Bancorp, Inc. ("Company") to be held virtually on Tuesday, May 27, 2025, beginning at 10:00 a.m., Eastern Time.

The Board remains committed to its objectives of strong oversight, risk management and the creation of long-term shareholder value through a calculated growth strategy, technological innovation, increased emphasis on succession planning and talent acquisition, and a commitment to strong corporate governance and business ethics. To bolster the Company's management capabilities and to achieve sustainable growth, we continue to support our top management in identifying, recruiting and appointing an experienced and talented management team with a commitment to executing our vision for 2025 and beyond.

As the Board, we remain fully committed to help the Company, our customers and team members meet the continuing challenges posed by inflation and economic uncertainty. We are focused on continual improvement of the Company's balance sheet, asset and deposit quality and overall liquidity, and risk and compliance programs. These efforts, combined with our focus on maintaining superior credit quality and loan portfolio diversification, leave us well positioned to deliver for our customers and our shareholders.

The entire Board, including the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee, are committed to active engagement with our shareholders. We welcome and value our investors' input and encourage you to share your thoughts with us, including with respect to our executive compensation practices and corporate governance matters. You can send written correspondence addressed to Customers Bancorp, Inc. Board of Directors, c/o Corporate Secretary, 701 Reading Avenue, West Reading, PA 19611.

We thank you for your continued investment in and support of Customers Bancorp, Inc., and we look forward to continuing dialogue with you in 2025 and beyond.

Sincerely,

The Board of Directors of Customers Bancorp, Inc.

Jay S. Sidhu Chairman and Chief Executive Officer

Daniel K. Rothermel - Lead Director

Andrea R. Allon

Robert N. Mackay

Bernard B. Banks

T. Lawrence Way

Robert J. Buford

Steven J. Zuckerman

CUSTOMERS BANCORP, INC.

701 Reading Avenue

West Reading, Pennsylvania 19611

(610) 933-2000

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

DATE & TIME

10:00 a.m. Eastern Time May 27, 2025

ITEMS OF BUSINESS

LOCATION

www.meetnow.global/MXKPVSL

Similar to last year, we will hold a virtual Annual Meeting, which will allow our shareholders to attend the Annual Meeting through a live webcast and participate in substantially the same manner as if you were attending the meeting in person, including the ability to submit questions and vote your shares electronically. Shareholders wishing to attend the Annual Meeting should visit www.meetnow.global/MXKPVSL. The Proxy Statement contains additional information regarding registering for and attending the Annual Meeting. The webcast will begin promptly at 10:00 a.m., Eastern Time, and online access will be available beginning at 9:45 a.m. We encourage you to access the webcast prior to the start time.

Record Date. Customers Bancorp, Inc. shareholders as of the close of business on April 1, 2025 (the "Record Date") will be entitled to vote at our Annual Meeting and any adjournments or postponements of the meeting. As of the Record Date, there were approximately 31,479,132 shares of the Company's Voting Common Stock outstanding.

Your Vote Is Very Important. Please vote your shares promptly to ensure the presence of a quorum during the 2025 Annual Meeting. You may vote your shares via the Internet or by telephone. If you requested a paper copy of the proxy materials and received a paper copy of the Proxy Card, you may vote by mail. For specific voting instructions, please refer to the information provided in the following Proxy Statement. Submitting your proxy by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the meeting through the webcast.

By Order of the Board of Directors,

Andrew B. Sachs, Corporate Secretary

To be mailed on or about April 17, 2025

Important notice regarding internet availability of proxy materials for the Annual Meeting of Shareholders to be held on May 27, 2025: Our 2025 Proxy Statement and Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024 are available at www.envisionreports.com/CUBI. These documents are also available on the Company's website at www.customersbank.com/investor-relations, by selecting "SEC filings" or "Proxy statements", as appropriate. Information on our website is not incorporated by reference into this Proxy Statement.

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

Items of Business and Voting Recommendations

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1: ELECTION OF THREE DIRECTORS OF THE COMPANY

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit and Other Fees Paid to Independent Registered Public Accounting Firm

Pre-approval of Audit and Non-Audit Services

PROPOSAL 3: A NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

AUDIT COMMITTEE REPORT

BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

Board of Directors

Named Executive Officers

BOARD AND CORPORATE GOVERNANCE

Ongoing Shareholder Engagement and Our Response

Corporate Governance Highlights

Corporate Governance Principles

Corporate Social Responsibility

Code of Ethics and Business Conduct

Zero-Tolerance Policy - Workplace Harassment

Whistleblower Policy and Hotline

Stock Ownership Requirements & Prohibition of Hedging

Insider Trading Policy

Cybersecurity and Data Protection

Risk Management

Corporate Governance - Our Board of Directors

Board Responsibilities

Director Qualifications

Director Independence Standards

Director Nominations

Board Leadership and Oversight

Chairman of the Board

Lead Independent Director

Board of Directors Oversight

Board Succession Planning

Board Education

CEO and Senior Management Succession Planning

Board Committees

Board Committee Membership

Committee Charters

Board of Directors Meeting Attendance

Board Committee Descriptions and Responsibilities

Director's Risk Committee

Audit Committee

Leadership Development and Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

Regulatory Affairs Committee

CSR Committee

Communicating with Our Board

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Highlights

Philosophy and Objectives of Our Executive Compensation Program

Elements of Executive Compensation

2024 Named Executive Officers Total Compensation

Compensation Decision-Making Process

Other Pay Practices

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

EXECUTIVE COMPENSATION

Summary Compensation Table

Grants of Plan Based Awards

Outstanding Equity Awards at Fiscal Year End

Option Exercises and Stock Vesting

Pension Benefits

Non-qualified Deferred Compensation

Potential Payments Upon Termination Or Change In Control

CEO Pay Ratio

Pay Versus Performance

DIRECTOR COMPENSATION

DELINQUENT SECTION 16(a) REPORTS

TRANSACTIONS WITH RELATED PARTIES

SHAREHOLDER PROPOSALS

Shareholder Proposals for Inclusion in the 2025 Proxy Statement

Director Nominations and Other Shareholder Proposals for Presentation at the 2025 Annual Meeting

OTHER BUSINESS

INFORMATION REGARDING THE ANNUAL MEETING

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE

HELD ON 'MAY 27, 2025

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

ANNUAL REPORT

APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

A-1

PROXY CARD

Internet Availability of Proxy Materials

This Proxy Statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.envisionreports.com/CUBI. This website also enables shareholders to vote their proxy. These documents are also available on the Company's website at www.customersbank.com/investor-relations, by selecting "SEC filings" or "Proxy statements", as appropriate. Information on our website is not incorporated by reference into this Proxy Statement.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the information you should consider. We encourage you to review all of the important information contained in this Proxy Statement carefully before voting. For purposes of this Proxy Statement, any references to the "Company," "Customers," "we," "us," or "our" refer to Customers Bancorp, Inc. For purposes of this Proxy Statement, any references to the "Board of Directors" or the "Board" refer to the Board of Directors of Customers Bancorp, Inc. For purposes of this Proxy Statement, any references to the "Bank" refer to Customers Bank.

Customers Bancorp, Inc. 2025 Annual Meeting of Shareholders

Date and Time:

Tuesday, May 27, 2025

10:00 a.m., Eastern Time

Location:

www.meetnow.global/MXKPVSL

HOW TO VOTE YOUR SHARES

You may vote if you were a shareholder as of the close of business on April 1, 2025 (the "Record Date" for the Annual Meeting). Each share of Voting Common Stock outstanding on the Record Date is entitled to one vote for each Director nominee and one vote for the other proposals to be voted on at our Annual Meeting.

Even if you plan to attend our Annual Meeting online through the live webcast, please cast your vote as soon as possible by voting:

Online

By Mail

www.envisionreports.com/CUBI

Complete, sign, date and return your proxy card in the envelope

provided if you requested a copy of the proxy materials and received a

paper copy of the proxy card

By Phone

Virtual Meeting

Call the phone number located at the top of the proxy card

Attend and vote at our annual meeting via live webcast at

www.meetnow.global/MXKPVSL

Shareholders entitled to vote at the Annual Meeting and attending the Annual Meeting through the live webcast may also vote their shares during the meeting. Instructions on how to vote during the meeting are included at: www.meetnow.global/MXKPVSL.

In addition, shareholders entitled to vote at the Annual Meeting who wish to change a previously submitted vote may do so by voting online during the meeting. If you experience any difficulties voting during the meeting, please call 1-888-724-2416.

NOTE THAT IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY OR HAVE ALREADY VOTED ONLINE OR BY PHONE AND DO NOT WANT TO CHANGE YOUR VOTE, YOU DO NOT NEED TO VOTE ELECTRONICALLY DURING THE VIRTUAL ANNUAL MEETING.

Disclaimer

Customers Bancorp Inc. published this content on April 16, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2025 at 20:51 UTC.