Customers Bancorp Sets 2024 Annual Shareholder Meeting

Ticker: CUBB · Form: DEF 14A · Filed: Apr 17, 2024 · CIK: 1488813

Customers Bancorp, Inc. DEF 14A Filing Summary
FieldDetail
CompanyCustomers Bancorp, Inc. (CUBB)
Form TypeDEF 14A
Filed DateApr 17, 2024
Risk Levellow
Pages15
Reading Time19 min
Key Dollar Amounts$7.72, $248.2 million, $4.1 m, $3.9 m, $2.8 m
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, shareholder-voting

Related Tickers: CUBI

TL;DR

CUBI's annual shareholder meeting is May 28th, virtual only. Vote your shares!

AI Summary

Customers Bancorp, Inc. is holding its 2024 Annual Meeting of Shareholders on Tuesday, May 28, 2024, at 10:00 a.m. Eastern Time. The meeting will be conducted virtually via a live webcast, allowing shareholders to participate remotely. The proxy statement provides details on voting matters and how to attend the meeting, encouraging shareholders to also review the 2023 Annual Report on Form 10-K.

Why It Matters

This filing outlines the agenda and procedures for the annual shareholder meeting, where key corporate decisions are made and shareholder votes are cast.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing meeting logistics and voting matters.

Key Players & Entities

  • Customers Bancorp, Inc. (company) — Registrant
  • May 28, 2024 (date) — Annual Meeting Date
  • 10:00 a.m. Eastern Time (time) — Annual Meeting Time

FAQ

When and where will the 2024 Annual Meeting of Shareholders for Customers Bancorp, Inc. be held?

The 2024 Annual Meeting of Shareholders will be held on Tuesday, May 28, 2024, beginning at 10:00 a.m. Eastern Time, and will be conducted virtually through a live webcast on the Internet.

How will the annual meeting be conducted?

The annual meeting will be held virtually, allowing all shareholders to attend through a live webcast on the Internet.

What information is provided in the proxy statement?

The proxy statement includes further information about the Annual Meeting, the various matters on which shareholders will vote, and how to register for, attend, and participate in the Annual Meeting.

What other document is recommended for shareholders to review?

Shareholders are encouraged to read Customers' 2023 Annual Report on Form 10-K.

What is the purpose of this DEF 14A filing?

This DEF 14A filing serves as the definitive proxy statement, providing shareholders with the information required to vote at the upcoming Annual Meeting of Shareholders.

Filing Stats: 4,634 words · 19 min read · ~15 pages · Grade level 11.1 · Accepted 2024-04-17 17:05:02

Key Financial Figures

  • $7.72 — ement. Our full year 2023 Core EPS* was $7.72 per share. Similarly, our Core Earnings
  • $248.2 million — hare. Similarly, our Core Earnings* was $248.2 million and our Core ROACE* was 18.3%. Our cred
  • $4.1 m — f bank-owned life insurance policies of $4.1 million, after-tax loss on sale of capita
  • $3.9 m — sale of capital call lines of credit of $3.9 million, special one-time FDIC assessment
  • $2.8 m — special one-time FDIC assessment fee of $2.8 million, severance expense of $1.3 millio
  • $1.3 m — e of $2.8 million, severance expense of $1.3 million, losses on investment securities
  • $0.4 m — ion, losses on investment securities of $0.4 million, derivative credit valuation adju
  • $0.2 million — rivative credit valuation adjustment of $0.2 million and impairments on fixed assets and lea
  • $0.1 million — pairments on fixed assets and leases of $0.1 million. We hope you will be able to attend t

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 2 PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING 5 PROPOSAL 1: ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY 5 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 8 Audit and Other Fees Paid to Independent Registered Public Accounting Firm 8 Pre-approval of Audit and Non-Audit Services 9 PROPOSAL 3: A NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 10 PROPOSAL 4: A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 11 PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE CUSTOMERS BANCORP, INC. 2019 STOCK INCENTIVE PLAN 12 AUDIT COMMITTEE REPORT 24 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT 25 Board of Directors 25 Named Executive Officers 30 BOARD AND CORPORATE GOVERNANCE 32 Ongoing Shareholder Engagement and Our Response 33 Corporate Governance Highlights 35 Corporate Governance Principles 36 Corporate Social Responsibility (CSR) 37 Code of Ethics and Business Conduct 37 Zero-Tolerance Policy - Workplace Harassment 38 Whistleblower Policy and Hotline 38 Stock Ownership Requirements & Prohibition of Hedging 39 Insider Trading Policy 39 Cybersecurity and Data Protection 39 Risk Management 41 Corporate Governance - Our Board of Directors 42 Board Responsibilities 42 Director Qualifications 42 Director Independence Standards 43 Director Nominations 44 Board Leadership and Oversight 45 Chairman of the Board 45 Lead Independent Director 45 Board of Directors Oversight 46 Board Succession Planning 46 Board Education 47 CEO and Senior Management Succession Planning 47 Board Committees 47 Board Committee Membership 48 Committee Charters 48 Board of Directors Meeting Attendance 48 i Board Committee Descriptions and Responsibilities 48 Director's Risk Committee 48 Audit Committee 49 Leadership Development and Comp

Executive Compensation Philosophy 63

Executive Compensation Philosophy 63 Compensation Setting Process 63 Elements of 2023 Executive Compensation 66 Additional Compensation Policies and Practices 73 LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT 78

EXECUTIVE COMPENSATION 79

EXECUTIVE COMPENSATION 79 Summary Compensation Table 79 Grants of Plan Based Awards 81 Outstanding Equity Awards at Fiscal Year End 82 Option Exercises and Stock Vesting 83 Pension Benefits 83 Non-qualified Deferred Compensation 84 Potential Payments Upon Termination Or Change In Control 84 CEO Pay Ratio 86 Pay Versus Performance 87 DIRECTOR COMPENSATION 93 DELINQUENT SECTION 16(a) REPORT S 93 TRANSACTIONS WITH RELATED PARTIES 94 SHAREHOLDER PROPOSALS 96 Shareholder Proposals for Inclusion in the 2024 Proxy Statement 96 Director Nominations and Other Shareholder Proposals for Presentation at the 2024 Annual Meeting 96 OTHER BUSINESS 96 INFORMATION REGARDING THE ANNUAL MEETING 97 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2024 98 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 100 ANNUAL REPORT 105 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, 2023 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 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 careful

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of shareholders holding more than 5.0% of our Voting Common Stock as of April 12, 2024 : 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 4,559,798 (2) 14.41 % Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746 2,153,952 (3) 6.81 % The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355 2,075,266 (4) 6.56 % Wellington Management Group LLP c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210 1,715,054 (5) 5.42 % (1) Based on 31,652,021 shares of Customers Bancorp, Inc. common stock outstanding as of April 12, 2024. (2) This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on January 23, 2024 by BlackRock, Inc. BlackRock, Inc. had sole voting power with respect to 4,459,635 shares and sole dispositive power with respect to 4,559,798 shares. (3) This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power with respect to 2,116,381 shares and sole dispositive power with respect to 2,153,952 shares. (4) This information is based on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2024 by The Vanguard Group Inc. The Vanguard Group, Inc. had shared voting power with respect to 33,993 shares, sole dispositive power with respect to 2,015,632 shares and shared dispositive power with respect to 59,634 shares. (5) This information is based on Schedule 13G filed with the Securities and Exchange Commission on February 8, 2024 by Wellington Management Group LLP. Wellington Management Group LLP had shared voting power with respect to 1,715,054 shares and shared dispositive power with respect to

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