Customers Bancorp, Inc.
For the period ended Apr 14, 2026. Filed Apr 14, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 14, 2026 · Filed Apr 14, 2026
Contents
Cover page
Show cover page
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:
☐ Preliminary Proxy Statement
☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Materials Pursuant to sec. 240.14a-12
Customers Bancorp, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
701 Reading Avenue
West Reading, Pennsylvania 19611
(610) 933-2000
April 15, 2026
Dear Fellow Shareholders:
The Board of Directors of Customers Bancorp, Inc. (“Board”) invites you to attend the 2026 Annual Meeting of Shareholders (“Annual Meeting”) of Customers Bancorp, Inc. (“Customers Bancorp”, “Customers”, “Company”, “we”, “us” or “our”) to be held virtually on Tuesday, May 26, 2026, 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 2026 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 (“N&CG Committee”) and the Leadership Development and Compensation Committee (“LD&CC”), 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 2026 and beyond.
| 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 | |
701 Reading Avenue
West Reading, Pennsylvania 19611
(610) 933-2000
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| DATE & TIME | LOCATION |
|---|---|
| 10:00 a.m. Eastern Time | www.meetnow.global/MK99JGA |
ITEMS OF BUSINESS
Electing three Class III Directors of the Company to serve a three-year term
A proposal ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026
A proposal approving, on an advisory basis, our named executive officer compensation (“Say on Pay”)
A proposal approving an amendment to the Company’s 2019 Stock Incentive Plan
Any other business that may properly come before our Annual Meeting
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 visitwww.meetnow.global/MK99JGA. 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, 2026 (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 33,680,944 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 2026 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 15, 2026
Important notice regarding internet availability of proxy materials for the Annual Meeting of Shareholders to be held on May 26, 2026: Our 2026 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available atwww.envisionreports.com/CUBI (please copy and paste the link into your browser). These documents are also available on the Company’s website atwww.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 | 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 |
i
| 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) REPORTS | 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 | |
| CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION | 111 | |
| 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 | ||
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, 2025 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.
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.