DEF 14A of Customers Bancorp, Inc., Apr 17, 2024

DEF 14A of Customers Bancorp, Inc.

Filed Apr 17, 2024 · FY20230001488813-24-000022

Open on EDGAR

  1. •Electing three Class I Directors of the Company to serve a three-year term

    •Electing three Class I 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, 2024

  2. ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY

    ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY Our Board of Directors currently consists of nine members and is divided into three classes, with one class of Directors elected each year. Each of the members of our Board of Directors also serves as a Director of Customers Bank. Directors are elected to serve a three-year term or until their respective successors shall have been elected and qualified, unless they die, resign or are removed from office. Three Directors comprising our Class I Directors will be elected at the Annual Meeting to serve a three-year term or until their respective successors shall have been elected and qualified. On the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated Robert J. Buford, Rajeev V. Date and Jay S. Sidhu for election as Directors at the Annual Meeting as follows: Class I — Term to Expire in 2027. Each Director nominee has consented to being named in this Proxy Statement. Under our majority voting standard, in an uncontested election of directors, a nominee for election as a Director must receive the affirmative vote of a majority of the votes cast with respect to the election of that nominee. This means that the number of votes cast “for” the nominee’s election must exceed the number of votes cast “against” his or her election. Abstentions and broker non-votes are not considered votes cast “for” or “against” a nominee. If a Director nominee is currently serving as a director and fails to receive a sufficient number of votes for re-election, that Director continues to serve on the Board as a “holdover” Director until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A “holdover” Director is required to tender his or her resignation, which resignation is contingent only upon acceptance of the resignation by the Board. Following a tendered resignation, the Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating and Governance Committee and other information and factors the Board believes to be relevant, then has 90 days from the date the election results have been certified to determine whether or not to accept the resignation, and must publicly disclose its decision and the rationale for its decision. The Director tendering his or her resignation is not permitted to participate in the recommendation of the Nominating and Governance Committee or the determination of the Board. If the resignation is not accepted by the Board, the Director will continue to serve until the next annual meeting at which the class of Directors of which such Director is a member stands for election and until his or her successor is duly elected, or his or her earlier death, resignation or removal.

  3. ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY

    | ROBERT J. BUFORD | | | ■Age: 75 ■Director Since: 2020 ■Member of the Audit Committee ■Member of the Directors’ Risk 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. He lives in Chicago. 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. |

  4. ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY

    | RAJEEV V. DATE | | | ■Age: 53 ■Director Since: 2022 ■Chair of Regulatory Affairs Committee ■Member of the Directors’ Risk Committee ■Member of the Customers Bank Board Compliance Committee | Professional Highlights Mr. Date is the Managing Partner of Fenway Summer LLC, a Washington, D.C.-based investment and advisory firm (2013-present). He is also the co-founder of FS Vector, an advisory firm that counsels fintech companies on regulatory strategy, compliance, and public policy (2018 - present). Mr. Date was the first-ever Deputy Director of the U.S. Consumer Financial Protection Bureau (“CFPB”), leading the CFPB for most of the six months after its launch. Mr. Date also served on the senior staff committee of the Financial Stability Oversight Council and as a statutory deputy to the FDIC board. Mr. Date chairs the investment committee of Fenway Summer Ventures, a specialist fintech venture capital firm. He also serves as a director for a number of innovative financial services firms, including Linden Research, Inc., a metaverse pioneer, and Circle Internet Finance Public Limited Company, a global provider of crypto infrastructure. Mr. Date has also served as a Managing Director in the Financial Institutions Group at Deutsche Bank Securities, where he led the firm’s investment banking coverage for the largest U.S.-based banks and thrifts and Senior Vice President for Corporate Strategy and Development at Capital One Financial, where he led M&A development efforts across the U.S. banking and specialty finance markets. Mr. Date is a graduate of the College of Engineering at the University of California at Berkeley (highest honors) and the Harvard Law School (magna cum laude). Mr. Date’s detailed knowledge of consumer compliance, financial technology, regulatory technology, M&A, cryptocurrency and corporate governance brings great value to the Board. |

  5. ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY

    | JAY S. SIDHU | | | ■Age: 72 ■Director Since: 2009 ■Chairman and Chief Executive Officer of Customers Bancorp, Inc. ■Chairman of Customers Bank ■Member of the Executive Committee ■Member of the Directors’ Risk Committee ■Member of the Customers Bank Board Compliance Committee ■Member of Regulatory Affairs Committee | Professional Highlights Mr. Sidhu joined Customers Bank as Chairman and Chief Executive Officer in the second quarter of 2009. Before joining Customers Bank, Mr. 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. 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. Sidhu also served as Executive Chairman of Megalith Financial Acquisition Corporation. Mr. 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. Sidhu also helped establish the Sidhu School of Business and Leadership at Wilkes University. Mr. 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. |

  6. ELECTION OF THREE CLASS I DIRECTORS OF THE COMPANY

    The persons named as proxies have advised us that, unless otherwise instructed, they intend at the Annual Meeting to vote the shares covered by validly executed proxies “FOR” the election of the nominees named above. The proxies cannot be voted for a greater number of persons than the number of nominees named above. The Board knows of no reason why the nominees will be unavailable or unable to serve as a Director. For Director elections, a majority of the votes cast in person or by proxy for each such position is required to elect the applicable nominee.

  7. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED

    THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 TO ELECT THREE CLASS I DIRECTORS OF THE COMPANY.

  8. Board of Directors

    Board of Directors Our Board of Directors consists of individuals with considerable and diverse business experiences, backgrounds, skills and qualifications. Collectively, they have a strong knowledge of our Company’s business and markets and are committed to enhancing long-term shareholder value. Our Board is committed to orderly succession planning, diversity, including racial and gender diversity, as well as diversity of thought and experience, and utilizes a deliberate process to assess candidates and nominees. Our Nominating and Corporate Governance Committee is responsible for identifying and selecting Director candidates who meet the evolving needs of our Company. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria considered by the Nominating and Corporate Governance Committee in the Director selection process includes the relevance of a candidate's experience to our business, enhancement of the diversity of experience of our Board, the candidate's independence from conflict or direct economic relationship with our Company, and the candidate's ability and willingness to devote the proper time to prepare for and attend meetings. The Nominating and Corporate Governance Committee also takes into account whether a candidate satisfies the criteria for independence under the NYSE listing rules, and, if a nominee is sought for service on the Audit Committee, the financial and accounting expertise and literacy of a candidate, including whether the candidate qualifies as an Audit Committee financial expert pursuant to Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. Consideration is also given to nominating persons with different perspectives and experience to enhance the deliberation and strategic decision making processes of our Board of Directors. The names, ages, positions and business backgrounds of each of the Customers Bancorp, Inc. Directors are provided below.

  9. Board of Directors

    | Name | Director Since (1) | Position With Customers Bancorp | Age | Term Expires: | Independent | | Andrea R. Allon | 2016 | Director | 62 | 2025 | ☒ | | Bernard B. Banks | 2022 | Director | 60 | 2025 | ☒ | | Robert J. Buford | 2020 | Director | 75 | 2024 | ☒ | | Rajeev V. Date | 2022 | Director | 53 | 2024 | ☒ | | Robert N. Mackay | 2022 | Director | 51 | 2026 | ☐ (2) | | Daniel K. Rothermel | 2009 | Lead Independent Director | 86 | 2025 | ☒ | | Jay S. Sidhu | 2009 | Director, Chairman and Chief Executive Officer | 72 | 2024 | ☐ (3) | | T. Lawrence Way | 2005 | Director | 75 | 2026 | ☒ | | Steven J. Zuckerman | 2009 | Director | 60 | 2026 | ☒ |

  10. Board of Directors

    | (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 is the son-in-law of Richard Ehst, who served as President and Chief Operating Officer of the Company and President and Chief Executive Officer of Customers Bank prior to his retirement on July 1, 2021. Mr. Ehst serves as a director on Customers Bank’s board of directors. | | (3) Mr. Jay Sidhu also serves as Chief Executive Officer of Customers Bancorp, Inc. and is the father of Mr. Samvir Sidhu, who serves as the Company’s Vice Chairman and President and the Bank’s President and Chief Executive Officer and as a director on Customers Bank’s board of directors. |

  11. Board of Directors

    Below are the biographies of our Directors, as well as information on their experience, qualifications and skills that support their service as a Director of the Company:

  12. Board of Directors

    | ANDREA R. ALLON | | | ■Age: 62 ■Director Since: 2016 ■Member of the Audit Committee ■Audit Committee Financial Expert ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors’ Risk Committee ■Chair of the CSR Committee | Professional Highlights Ms. Allon has served as the Chief Operating Officer of the Chamber of Commerce for Greater Philadelphia since May 2006, one of the largest and oldest chambers of commerce in the United States. 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. |

  13. Board of Directors

    | BERNARD B. BANKS | | | ■Age: 60 ■Director Since: 2022 ■Member of the CSR Committee ■Member of the Directors’ Risk Committee ■Member of the Leadership Development and Compensation 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. |

  14. Board of Directors

    | ROBERT J. BUFORD | | | ■Age: 75 ■Director Since: 2020 ■Member of the Audit Committee ■Member of the Directors’ Risk 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. He lives in Chicago. 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. |

  15. Board of Directors

    | RAJEEV V. DATE | | | ■Age: 53 ■Director Since: 2022 ■Chair of Regulatory Affairs Committee ■Member of the Directors’ Risk Committee ■Member of the Customers Bank Board Compliance Committee | Professional Highlights Mr. Date is the Managing Partner of Fenway Summer LLC, a Washington, D.C.-based investment and advisory firm (2013-present). He is also the co-founder of FS Vector, an advisory firm that counsels fintech companies on regulatory strategy, compliance, and public policy (2018 - present). Mr. Date was the first-ever Deputy Director of the U.S. Consumer Financial Protection Bureau (CFPB), leading the CFPB for most of the six months after its launch. Mr. Date also served on the senior staff committee of the Financial Stability Oversight Council and as a statutory deputy to the FDIC board. Mr. Date chairs the investment committee of Fenway Summer Ventures, a specialist fintech venture capital firms. He also serves as a director for a number of innovative financial services firms, including Linden Research, Inc., a metaverse pioneer, and Circle Internet Finance Public Limited Company, a global provider of crypto infrastructure. Mr. Date has also served as a Managing Director in the Financial Institutions Group at Deutsche Bank Securities, where he led the firm’s investment banking coverage for the largest U.S.-based banks and thrifts and Senior Vice President for Corporate Strategy and Development at Capital One Financial, where he led M&A development efforts across the U.S. banking and specialty finance markets. Mr. Date is a graduate of the College of Engineering at the University of California at Berkeley (highest honors) and the Harvard Law School (magna cum laude). Mr. Date’s detailed knowledge of consumer compliance, financial technology, regulatory technology, M&A, cryptocurrency and corporate governance brings great value to the Board. |

  16. Board of Directors

    | ROBERT N. MACKAY | | | ■Age: 51 ■Director Since: 2022 ■Member of the CSR Committee ■Member of the Directors’ Risk 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. |

  17. Board of Directors

    | DANIEL K. ROTHERMEL | | | ■Age: 86 ■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 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. |

  18. Board of Directors

    | JAY S. SIDHU | | | ■Age: 72 ■Director Since: 2009 ■Chairman and Chief Executive Officer of Customers Bancorp, Inc. ■Chairman of Customers Bank ■Chair of the Executive Committee ■Member of the Directors’ Risk Committee ■Member of the Customers Bank Board Compliance Committee ■Member of Regulatory Affairs Committee | Professional Highlights Mr. Sidhu joined Customers Bank as Chairman and Chief Executive Officer in the second quarter of 2009. Before joining Customers Bank, Mr. 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. 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. Sidhu also served as Executive Chairman of Megalith Financial Acquisition Corporation. Mr. 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. Sidhu also helped establish the Jay Sidhu School of Business and Leadership at Wilkes University. Mr. 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. |

  19. Board of Directors

    | T. LAWRENCE WAY | | | ■Age: 75 ■Director Since: 2005 ■Chair of the Audit Committee ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors’ Risk Committee ■Member of the Customers Bank Board Compliance Committee ■Member of Regulatory Affairs 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. |

  20. Board of Directors

    | STEVEN J. ZUCKERMAN | | | ■Age: 60 ■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 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. |

  21. How Our Pay Program Works

    | | { | •Attracts and retains high-performing executives by providing market-competitive fixed pay although generally somewhat below peer average for fixed pay component | | Base Salary | | | | 100% Performance-based | { | •Drives Company-wide performance, with focus on critical success factors •Totally aligned with Board approved Profit Plan & Strategic Plan •Promotes team work | | Annual Incentives | | | | | { | •Aligns executives’ interests with those of shareholders •Motivates executives to deliver sustained long-term growth to the business and to create shareholder value. •Retains high-performing executives by providing meaningful incentive to stay with the Company •Delivered through a mix of performance based (60%) and time based (40%) equity compensation awards tied to a 3-year vesting schedule. | | Long-Term Equity Awards | | |

  22. Compensation Plan for 2023

    Compensation Plan for 2023 In connection with a newly identified peer group for 2022, the Leadership Development and Compensation Committee, in consultation with its independent compensation advisors, performed a market study for the CEO, President and CFO and reassessed targeted and maximum short-term and long-term incentive award opportunities. As a result of the market study, the Leadership Development and Compensation Committee increased the targeted and maximum short-term and long term incentive award opportunities for the President for 2022, while the CEO and CFO targeted and maximum short-term and long-term incentive award opportunities remained unchanged in 2022. For 2023, the Leadership Development and Compensation Committee increased the targeted and maximum short-term and long term incentive award opportunities for the CEO and the President based on a market study performed in 2023, in consultation with its independent compensation advisors. The changes in the targeted and maximum short-term and long-term incentive awards for certain NEOs are detailed below:

  23. Compensation Plan for 2023

    | Short-Term Annual Performance Award: Target as a % of Salary | | | | | | | For 2022 (1) | | For 2023 (2) | | | Position | Target | Maximum | Target | Maximum | | CEO | 85% | 120% | 100% | 150% | | President | 75% | 100% | 90% | 135% | | CFO | 50% | 80% | 50% | 80% | | Long-Term Incentive Plan: Target as a % of Salary | | | | | | | For 2022 (1) | | For 2023 (2) | | | Position | Target | Maximum | Target | Maximum | | CEO | 85% | 136% | 100% | 150% | | President | 80% | 120% | 90% | 135% | | CFO | 65% | 104% | 65% | 104% |

  24. Another View of Pay and Performance Alignment: Realizable Pay

    Another View of Pay and Performance Alignment: Realizable Pay The previous graphic does not fully tell our pay-for-performance story. We believe shareholders should understand how much of that target compensation value is actually “realizable” by executives. This comparison in the accompanying chart is another demonstration of the alignment between pay and performance that permeates our pay programs. As shown, over the past 3 years, our CEO has received restricted stock units that total approximately $6.7 million calculated using grant date fair value of restricted stock units. The actual value that our CEO could realize from these equity awards is greater. The realizable value has increased, as has the Company’s stock price and shareholder value. “Target Shares” is the value of equity (restricted stock units) based on the grant date fair value.“Realizable” is defined as the equity compensation earned or deliverable for each year calculated as of the end of the 2023 fiscal year, including the intrinsic value of long-term incentive plan components, as valued on December 31, 2023 (the last trading day of fiscal year 2023) using the year-end share price of $57.62 per share.

  25. Compensation Governance

    | What We Do | What We Don’t Do | | ✓ Keep base salaries averages below peer averages generally | X No immediate vesting (“single-trigger”) of equity awards | | ✓ Pay-for-performance philosophy and culture | X No hedging of Company shares | | ✓ Strong emphasis on performance-based incentive awards | X No backdating or repricing of stock option awards | | ✓ Comprehensive clawback policy, addressing both equity and cash awards | X No highly leveraged incentive plans that encourage excessive risk taking | | ✓ Responsible use of shares under our long-term incentive program | X No resetting of financial targets for performance-based incentive awards | | ✓ Stock ownership guidelines for executives and non-executive Directors | X No excise tax gross ups in new employment agreements since 2014 | | ✓ Engage an independent compensation consultant, who performs no other consulting work for the Company | X No short term annual incentives that are not tied to performance targets set by our Leadership Development and Compensation Committee | | ✓ Conduct annual shareholder outreach | |

  26. Ongoing Shareholder Engagement and Our Response

    | What We Heard | What We Did | | | Demonstrate how pay and performance are aligned over time | • After reviewing the basic structure of pay mix and components, we adopted a completely formulaic approach that aligns pay with performance by establishing a Long Term Incentive (“LTI”) plan that is mostly or entirely quantitative and paid entirely in restricted stock units with a 60/40 performance/time-based vesting mix. • Strengthened our CD&A disclosure regarding how performance affects pay outcomes. | | | Overlapping/inappropriate selection of performance metrics for short-term and long-term awards | •TSR was viewed as inappropriate to be a short-term metric so we eliminated the TSR metric from Short Term Incentive (“STI”) and introduced a LTI plan with a 3-year relative TSR metric. For 2023, the performance metrics for the short-term and long-term incentives were selected as follows. We refer to these metrics, along with the targeted and maximum amounts that can be earned by the executives, as the 2023 Compensation Plan. | | | | STI | LTI | | | Growth in the average balance of non-interest bearing deposits of at least 50% from December 31, 2022 ending balance (50%) | 3-Year Relative TSR (33%) | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% (25%) | 3-Year Relative Return on Average Common Equity (“ROACE”) (33%) | | | Maintain a CET1 ratio of at least 9.5% (25%) | 3-Year Relative Average Non-Performing Assets to Total Assets (34%) | | Concerns regarding severance paid upon voluntary retirement | • The Company adopted a policy prohibiting payment of severance in connection with a voluntary retirement. | | | Performance goals were not disclosed for performance-based awards and difficult to determine rigor | • We now disclose detailed performance goals in our proxy along with the actual achievement and how it informs incentive payouts for the named executive officers. | | | Frequent evaluation of compensation practices might be valuable | • Starting in 2018, the Company committed to an annual frequency for the say-on pay vote, providing more real-time feedback on compensation decisions. | | | Concerns on Excise Tax Gross-Up | • The Company has eliminated the excise tax gross-up from all employment agreements established in 2014 or later and committed that gross-ups will not be allowed in future agreements. • Only the legacy employment agreement for our CEO retains the gross-up, and the provision will sunset upon his retirement. | | | Frequent say on increases to our stock incentive plan may be valuable | • We now request smaller, more frequent increases to the shares available under our stock incentive plan. | | | Desire for Equity Ownership Among Management | • We revised our stock ownership guidelines to increase share ownership by our President from 3x to 4x base salary. | | | Desire for Clawback Policy | • Our policy allows “clawback” of incentive based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the Company is required to prepare an accounting restatement due to material noncompliance in financial reporting requirements. Clawback is also triggered by illegal activity, breach of a fiduciary duty, intentional violation or grossly negligent disregard of our policies, rules, or procedures. | | | Desire for Leadership Development and Retention | • We reformed our Compensation Committee into a Leadership Development and Compensation Committee, with additional duties that include oversight of management’s human capital management function, including but not limited to those relating to leadership development, talent recruiting, progression and retention, diversity, equity and inclusion, culture, human health and safety. | |

  27. Compensation Consultant

    Compensation Consultant The Leadership Development and Compensation Committee retained the services of McLagan, which is part of the Human Capital Solutions practice at Aon plc (“Aon”), to assist with executive compensation planning and analysis. Aon was retained by and reports directly to the Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee considered the independence of Aon in light of SEC rules and NYSE listing standards. The Leadership Development and Compensation Committee requested and received a report from Aon addressing Aon’s independence and the independence of its advisors involved in the engagement which included (i) other services provided to us by Aon; (ii) fees paid by us as a percentage of Aon’s total revenue; (iii) policies or procedures maintained by Aon that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the senior advisors and any member(s) of the Leadership Development and Compensation Committee; (v) any company stock owned; and (vi) any business or personal relationships between our executive officers and the senior advisors. The Leadership Development and Compensation Committee discussed these considerations and concluded that the work performed by Aon involved in the engagement did not raise any conflict of interest.

  28. Peer Groups

    Peer Groups The Leadership Development and Compensation Committee refers to a comparative group of companies when evaluating executive compensation. At least annually, the Committee evaluates the peer group for suitability and modifies the peer group as needed. Our Leadership Development and Compensation Committee utilizes this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. As such, the Committee does not commit to setting our executive pay levels at any particular percentile of the peer group. The general criteria we used for selecting the peer group for 2023 compensation decisions included the following: •Size - publicly owned banks of comparative asset size between $12 billion and $40 billion, from approximately 0.5x to 2.0x our core assets (excluding PPP loans). •Business - banks with predominately commercial loans; excluding banks with unique business models and circumstances that are not comparable to our business model (i.e., wealth management focus; exclusive consumer focus, etc.). •Region - operating in the northeast and Mid-Atlantic states, where possible. •Unique characteristics - companies we normally compete with for talent due to our unique business model, as well as our participation in certain regional and national businesses. In terms of asset size, the Company is approximately the same size as the median of the peer group. Certain larger companies were included in the peer group because those institutions are competitors in efforts to attract and retain talent. In March 2022, the Leadership Development and Compensation Committee selected a new peer group, which was used for 2023 and 2022 compensation decisions, including base salaries, 2023 short-term annual incentive opportunities, the 2022 LTI award decisions granted in April 2023 and the 2023 LTI award decisions granted in April 2024.

  29. Peer Groups

    | F.N.B. Corp. (1) | Eastern Bankshares Inc. (1) | Community Bank System Inc. | | Pinnacle Financial Partners (1) | United Community Banks Inc. (1) | Axos Financial Inc. (1) | | Commerce Bancshares Inc. (1) | Independent Bank Corp. (1) | First Merchants Corp. (1) | | BankUnited Inc. (1) | Atlantic Union Bkshs Corp. | Northwest Bancshares, Inc. | | Associated Banc-Corp (1) | WesBanco Inc. | Provident Financial Services | | United Bankshares Inc. | TowneBank | First Busey Corp. (1) | | Fulton Financial Corp | First Financial Bancorp | FB Financial Corp. (1) | | Old National Bancorp (1) | Silvergate Capital Corp. (1)(2) | Sandy Spring Bancorp Inc. | | Ameris Bancorp (1) | WSFS Financial Corp. | |

  30. Peer Groups

    (1) New addition to 2022 peer group. NBT Bancorp Inc., Eagle Bancorp Inc., OceanFirst Financial Corp., Berkshire Hills Bancorp Inc., Park National Corp, First Commonwealth Financial, S&T Bancorp Inc., Webster Financial Corp, Sterling Bancorp, and Investors Bancorp Inc. were removed from the peer group for 2022. (2) Silvergate Capital Corp. was removed from the 2022 Peer Group following its March 8, 2023 announcement that it would wind down operations and liquidate Silvergate Bank.

  31. IV. Elements of 2023 Executive Compensation

    IV. Elements of 2023 Executive Compensation We pay our named executive officers in accordance with a pay-for-performance philosophy by providing competitive compensation for demonstrated performance. The Leadership Development and Compensation Committee employs a total compensation approach in establishing executive compensation opportunities, consisting of base salary, annual incentive compensation, long-term equity awards (which include performance-based and time-vesting restricted stock units), a competitive benefits package and limited perquisites. The Company’s executive compensation program incorporates feedback gathered from investors as well as information on market practices from our independent compensation consultants to adhere to industry best practices. A significant portion of the compensation awards are performance-based to align executives’ interests with shareholders. The performance targets are set as a percentage of base salary with the ability to scale up or down depending upon the extent performance targets are reached. The following table outlines the major elements of 2023 total compensation for our NEOs:

  32. IV. Elements of 2023 Executive Compensation

    | | Element | Term | | Strategic Role | | | Fixed | Base Salary | Short Term | • | Helps attract and retain executives through market-competitive base pay although generally somewhat below peer average. | | | | | | • | Based on individual performance, experience, and scope of responsibility. | | | Performance-based | Annual Performance Awards | Short Term (paid in cash or stock, at Leadership Development and Compensation Committee’s discretion) | • | Encourages achievement of short-term strategic and financial performance metrics that create shareholder value and are aligned with the critical success factors and risk management processes adopted by the Board of Directors. | | | | | | • | In 2023, corporate performance metrics included: growing the average balance of non-interest bearing deposits by at least 50% from December 31, 2022 ending balance, maintaining immediately available liquidity in excess of uninsured deposits of at least 150%, and maintaining a CET1 ratio of at least 9.5%. | | | | | | • | In 2023, the plan design was intended for awards to be made 75% cash and 25% RSUs, with a 3-year ratable vesting schedule which is a strong incentive for retention. Mr. Jay Sidhu voluntarily elected to receive his 2023 annual performance award entirely in RSUs with 3-year ratable vesting. Mr. Sam Sidhu and Ms. Leibold each received 60% of his or her 2023 annual performance award in RSUs with 3-year ratable vesting and 40% in cash. | | | | Long-Term Incentive Awards | Long Term | • | Aligns executives’ interests with those of shareholders, motivates and rewards long-term sustained performance and creates a retention incentive through multi-year vesting. | | | | | | • | In 2023, equity awards consisted entirely of RSUs: | | | | | | | • | 40% time based (3-year ratable vesting) | | | | | | • | 60% performance based (3-year cliff vesting) | | Fixed | Other Compensation | Short Term | • | Establishes limited perquisites in line with market practice, as well as other health and welfare benefits on the same basis as our general employee population. | | | | | Long Term | • | Encourages retention of executives to create long-term value for shareholders of the Company with supplemental executive retirement and life insurance benefits. | |

  33. Summary of 2023 Compensation Plan

    | Salary | | | | Salary is 100% paid in cash; both the Annual Performance Award and Long-Term Incentive Award are calculated as a percentage of base salary. | | | | 2023 Short-Term Annual Performance Award | | | | Position | % of Annual Salary | | | | Target | Maximum | | CEO | 100% | 150% | | President | 90% | 135% | | CFO | 50% | 80% | | | 2023 Award Allocation | | | Annual performance awards were paid: | | | | CEO: | Planned | Actual | | Cash | 75% | —% | | RSUs with 3-year ratable vesting | 25% | 100% | | President: | Planned | Actual | | Cash | 75% | 40% | | RSUs with 3-year ratable vesting | 25% | 60% | | CFO: | Planned | Actual | | Cash | 75% | 40% | | RSUs with 3-year ratable vesting | 25% | 60% | | Performance Metrics for Grant of Award | Metric Weighting | | | Growth in the average balance of non-interest bearing deposits of at least 50% from December 31, 2022 ending balance | 50% | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% | 25% | | | Maintain a CET1 ratio of at least 9.5% | 25% | | | Award Class | CEO & President Award Multiple | CFO Award Multiple | | 120% of metric target | 150% | 160% | | 110% of metric target | 125% | 130% | | 100% of metric target | 100% | 100% | | 80% of metric target | 50% | 50% | | Less than 80% of metric target | 0% | 0% | | 2023 Long-Term Incentive Plan | | | | Position | % of Annual Salary | | | | Target | Maximum | | CEO | 100% | 150% | | President | 90% | 135% | | CFO | 65% | 104% | | Long-Term Incentive Awards are 100% RSUs: | | | | 40% of award time based with ratable vesting over three years | | | | 60% of award performance based with three year cliff vesting | | | | Performance Metrics to Vest Award | Metric Weighting | | | Three year Relative Total Shareholder Return | 33% | | | Three year Relative Return on Average Common Equity | 33% | | | Three year Relative Average Non-Performing Assets to Total Assets | 34% | | | Award Class | Award Multiple | | | 120% of metric target | 150% | | | 110% of metric target | 125% | | | 100% of metric target | 100% | | | 80% of metric target | 50% | | | Less than 80% of metric target | 0% | | | Both cash and equity awards are subject to clawback provisions. | | | | For 2023, the Leadership Development and Compensation Committee maintained the lowered target and maximum award amounts initially established in 2019 for both the annual performance award and long-term incentive plan for the CFO but increased the target and maximum award amounts for both the annual performance award and long-term incentive plan for the CEO and the President. Additionally, the Leadership Development and Compensation Committee changed the goals for the 2023 annual incentive award. Those changes are detailed in the above section “Compensation Plan for 2023” on page 59. | | |

  34. Annual Incentive Awards

    Annual Incentive Awards Annual performance awards are provided to reward our team members for achieving and exceeding predefined performance goals, including Company performance, division/department performance and individual contribution by the team member, as appropriate for the team member’s position and role in the Company. The Leadership Development and Compensation Committee defines performance measures and goals for three of our named executive officers. Based on the weighted level of performance achieved versus pre-defined metrics, these executives can earn an award greater than or less than target, ranging from 0% up to 150% of base salary for the CEO, and ranging from 0% up to 135% and 80% for the President and CFO, respectively. The performance measures support our strategic plan and are utilized to create accountability and ensure rewards are tied to our financial and strategic success. For 2023, target and maximum annual incentive opportunities were as follows (% of base salary):

  35. Annual Incentive Awards

    | Position | Target | Maximum | | CEO | 100% | 150% | | President | 90% | 135% | | CFO | 50% | 80% |

  36. Annual Incentive Awards

    100% of the 2023 annual performance award for the CEO and 60% of the 2023 annual performance awards for the President and the CFO were paid in restricted stock units that vest ratably over a three year period. This will be the sixth consecutive year in which the annual performance award for the CEO was paid entirely in restricted stock units.

  37. 2023 Performance Metrics and Results

    2023 Performance Metrics and Results The performance measures utilized in 2023 are summarized below:

  38. 2023 Performance Metrics and Results

    | Metric | Weighting | Threshold | Target | Outperformance | Maximum | | Growth in the average balance of non-interest bearing deposits of at least 50% from December 31, 2022 ending balance | 50% | 80% | 100% | 110% | 120% | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% | 25% | 80% | 100% | 110% | 120% | | Maintain a CET1 ratio of at least 9.5% | 25% | 80% | 100% | 110% | 120% | | Performance Award | | 80% | 100% | 110% | 120% |

  39. 2023 Performance Metrics and Results

    These three goals were chosen because of their alignment with near-term achievements that are expected to drive shareholder value over the long-term. •Growth in the average balance of non-interest bearing deposits compared to the December 31, 2022 spot balance was weighted at 50% compared to a weighting of 25% for each of the other two metrics because of the importance of transforming our deposit franchise and improving our overall funding costs. •Immediately available liquidity in excess of uninsured deposits, adjusted for collateralized and affiliate deposits, was chosen because of the importance of maintaining ample liquidity in light of the events experienced by regional banks last year. •The CET1 ratio goal was chosen given the critical importance of effectively managing and monitoring credit and market risks on the Company’s lending and investing activities and the negative impact significant credit and market losses can have on the Company’s earnings, capital position and overall profitability. Actual performance against the three goals was as follows: •Growth in the average balance of non-interest bearing deposits of at least 50% from December 31, 2022 ending balance. The average balance of non-interest bearing deposits for 2023 was $3.8 billion or an increase of 102% from the December 31, 2022 ending balance of $1.9 billion, 2 times the 50% target and well in excess of the 60% needed for the executives to earn the maximum payout for this goal. Accordingly, the Leadership Development and Compensation Committee awarded the executives the maximum payout for this goal. •Maintain immediately available liquidity in excess of uninsured deposits of at least 150%. Immediately available liquidity of $8.5 billion, which includes cash on hand plus committed borrowing capacity at the FHLB and FRB, was 202% of uninsured deposits of $5.4 billion, adjusted for collateralized and affiliate deposits of $4.2 billion, at December 31, 2023, well above the 180% needed for the executives to earn the maximum payout for this goal. Accordingly, the Leadership Development and Compensation Committee awarded the executives the maximum payout for this goal. •Maintain a CET1 ratio of at least 9.5%. CET1 ratio was 12.2% at December 31, 2023, well above the 11.4% needed for the executives to earn the maximum payout for this goal. Accordingly, the Leadership Development and Compensation Committee awarded the executives the maximum payout for this goal.

  40. 2023 Earned Bonuses

    2023 Earned Bonuses Based upon the preceding performance discussion in which the executives significantly outperformed the measures needed for the maximum payout for the three goals, the Leadership Development and Compensation Committee authorized the payouts for the annual performance awards to the three eligible executives as follows:

  41. 2023 Earned Bonuses

    | Executive | 2023 Earned Incentives | | Planned Allocation | | Actual Approved by Leadership Development and Compensation Committee | | | | Payout % (1) | $ | Cash | Equity | Cash | Equity | | Jay S. Sidhu | 150% | $1,237,500 | $928,125 | $309,375 | $— | $1,237,500 | | Sam Sidhu | 135% | $931,500 | $698,625 | $232,875 | $372,600 | $558,900 | | Carla A. Leibold | 80% | $353,600 | $265,200 | $88,400 | $141,440 | $212,160 |

  42. 2023 Earned Bonuses

    (1)The payouts for the annual performance awards were planned at 75% cash and 25% restricted stock units, but for the 2023 annual performance awards, Mr. Jay Sidhu voluntarily elected to receive 100% of his awards in the form of restricted stock units that vest ratably over three years. Mr. Sam Sidhu and Ms. Leibold each received 40% of his or her award in cash and 60% in the form of restricted stock units that vest ratably over three years. These equity awards will be reported as 2024 Stock Awards, the year in which they were granted, in the 2025 Proxy Statement.

  43. Annual Incentives for Other NEOs

    Annual Incentives for Other NEOs Mr. Cunningham earned $625,000 for his 2023 annual incentive award of which $200,000 was paid in cash and $425,000 was paid in the form of restricted stock units that vest ratably over three years. Mr. Bowman earned $250,000 for his 2023 annual incentive award, which was paid in cash. Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023. The annual incentive awards granted to Mr. Cunningham and Mr. Bowman were based entirely on the discretion of the Leadership Development and Compensation Committee after consideration of individual, department and Company financial performance and feedback from the CEO. The cash components of Mr. Cunningham’s and Mr. Bowman’s 2023 annual incentive are reported as cash bonuses in the Summary Compensation Table. The equity award will be reported as 2024 Stock Awards, the year in which it was granted, in the 2025 Proxy Statement.

  44. Incentives for Executive Management in 2023

    Incentives for Executive Management in 2023 The Leadership Development and Compensation Committee awarded all members of Customers’ Management Board, including the NEOs, an equal number of RSUs to acknowledge Customers’ performance in 2022 and to incentivize the executives to carry out Customers’ strategic priorities with urgency in 2023, including building a strong deposit franchise, to meet significant challenges posed by the rapid pace of interest rate hikes since early 2022. All recipients of this award, including the NEOs, received their awards in January 2023 in the form of restricted stock units that vest ratably over 3 years. We believe that this alignment of management’s and shareholders’ interests played a key part in allowing the Bank to weather the events affecting the banking industry in 2023, and ultimately result in Customers becoming the number one performing publicly-traded bank stock in the U.S. in 2023, as measured by stock price and total shareholder return.

  45. Long-Term Equity Incentives

    Long-Term Equity Incentives Long-term equity incentives represent the largest at-risk element of our executive compensation program. Our equity incentives are designed to align the interests of our executive officers with those of our shareholders by creating an incentive for our executive officers to maximize shareholder value. Certain equity grants are made within the context of our long-term incentive plan, with equity grants made annually with a significant performance based vesting component to align with the Company’s long-term goals. Long-term incentives are delivered entirely in the form of RSUs, with 40% of the award subject to time-based vesting and 60% of the award subject to performance-based criteria. The Leadership Development and Compensation Committee believes this mix further reinforces our pay-for-performance philosophy, serves as a strong retention vehicle, and aligns executive and shareholder interests. The awards had the following vesting and performance criteria: Time-vesting RSUs - These awards vest ratably over three years, with one-third of the shares vesting each year on the anniversary of the grant date. Performance-based RSUs - these awards vest three years after their grant date (i.e., cliff vesting) subject to performance with regard to the following metrics:

  46. Long-Term Equity Incentives

    | Metrics | Weighting | | 3-year Relative Total Shareholder Return | 33% | | 3-year Relative Return on Average Common Equity | 33% | | 3-year Relative Average Non-Performing Assets to Total Assets | 34% |

  47. Long-Term Equity Incentives

    These performance based goals were chosen because: •Three year relative Total Shareholder Return was chosen because the shareholder return is considered a good measure of the value that management is creating for shareholders over a period of time. •Three year relative Return on Average Common Equity was chosen because it is viewed as a good measure of the Company’s profitability and the returns it generates from its balance sheet. This profitability is also expected to be a driver of shareholder value over time. •Three year relative Average Nonperforming Assets to Total Assets was chosen as a metric to capture asset quality. The Company believes that the riskiness of the balance sheet determines the amount of capital that should be held and capturing non-performing assets as a percent of assets is the most meaningful metric for measuring asset quality, a key element for a sustainable profitable bank through all economic cycles, and measuring the credit risk profile of the Company. For each goal, awards vest based on Company performance relative to its peers as follows:

  48. Long-Term Equity Incentives

    | | Performance Requirement (% of peer group median) | Performance Award Multiple | | Threshold | 80% | 50% | | Target | 100% | 100% | | Outperformance | 110% | 125% | | Maximum | 120% | 150% |

  49. 2022 Long-Term Equity Incentives Granted in 2023

    2022 Long-Term Equity Incentives Granted in 2023 The following table shows the 2022 long-term equity incentive awards granted to the following NEOs on April 6, 2023.

  50. 2022 Long-Term Equity Incentives Granted in 2023

    | | Time-Based RSUs | | Performance-Based RSUs | | Total LTI Award | | | Executive | Granted (#) | Grant Date Fair Value ($) (1) | Granted (#) | Grant Date Fair Value ($) (1) | Granted (#) | Grant Date Fair Value ($) (1) | | Jay S. Sidhu | 22,945 | 565,365 | 34,418 | 925,521 | 57,363 | 1,490,886 | | Sam Sidhu | 16,504 | 406,659 | 24,757 | 665,732 | 41,261 | 1,072,391 | | Carla A. Leibold | 10,132 | 249,653 | 15,197 | 408,656 | 25,329 | 658,309 |

  51. 2022 Long-Term Equity Incentives Granted in 2023

    (1) Represents the grant date fair value, as calculated in accordance with FASB ASC Topic 718, of these awards. The grant date fair value has been determined based on the assumptions and methodologies set forth in the consolidated financial statements included in NOTE 15 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2023. Grant date fair value of the awards subject to the shareholder approval granted in April 2023, is based on the fair value on May 30, 2023, the date the shareholders approved the increase in the number of shares authorized under the 2019 Plan.

  52. 2023 Long-Term Equity Incentives Granted in 2024

    2023 Long-Term Equity Incentives Granted in 2024 The following table shows the 2023 long-term equity incentive awards granted to the following NEOs on April 12, 2024, which reflected the increased targeted amounts and maximums for the CEO and the President as described above under the section titled, “Compensation Plan for 2023”.

  53. 2023 Long-Term Equity Incentives Granted in 2024

    | | Time-Based RSUs | | Performance-Based RSUs | | Total LTI Award | | | Executive | Granted (#) | Grant Date Fair Value ($) (1) | Granted (#) | Grant Date Fair Value ($) (1) | Granted (#) | Grant Date Fair Value ($) (1) | | Jay S. Sidhu | 10,098 | 495,004 | 15,147 | 742,506 | 25,245 | 1,237,510 | | Sam Sidhu | 7,601 | 372,601 | 11,402 | 558,926 | 19,003 | 931,527 |

  54. 2023 Long-Term Equity Incentives Granted in 2024

    (1) Grant date fair values are estimated. The Leadership Development and Compensation Committee expects to continue to review and approve long-term equity incentive awards annually at its April meeting.

  55. Supplemental Executive Retirement Plan for Other Named Executive Officers

    Supplemental Executive Retirement Plan for Other Named Executive Officers On May 12, 2021, we entered into supplemental executive retirement plans for the benefit of Mr. Sam Sidhu, Ms. Leibold and Mr. Bowman. On April 27, 2022, we entered into a supplemental executive retirement plan for the benefit of Mr. Cunningham. The purpose of these SERPs is to provide supplemental non-qualified pension benefits to the executives and incentivize the executives to continue to make substantial contributions to the success of the Company. Mr. Bowman and Ms. Leibold are no longer employed by the Company and forfeited their respective unvested benefits under the SERP upon termination of their employment. The SERPs for Ms. Leibold and Messrs. Sam Sidhu, Bowman and Cunningham are intended to be and shall be administered as income tax non-qualified, unfunded plans primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(1). These SERPs are intended to comply with the requirements of Section 409A of the Code and, accordingly, the intent of the parties hereto is that these SERPs shall be operated and interpreted consistent with the requirements thereof. The SERPs for Ms. Leibold and Messrs. Sam Sidhu, Bowman and Cunningham provide for, among other features, a monthly benefit payment to the executives upon the executive’s Separation from Service after reaching Normal Retirement Age for any reason other than death or Disability and continuing for the executive’s lifetime; an Early Termination Benefit equal to the vested benefit payment in the event the executive incurs a Separation from Service prior to Normal Retirement Age for any reason other than death or Change in Control payable monthly and continuing for the executive’s lifetime; a Change in Control Benefit payable monthly and continuing for the executive’s lifetime if the executive is actively employed at the time of a Change in Control and incurs a Separation from Service, except for Cause, within twelve (12) months following the Change in Control; and certain disability and death benefits. These SERPs also include certain Clawback, Non-compete, Non-Disclosure and Non-Solicitation provisions and provide for forfeiture of benefits in the event the executive is terminated for Cause. The amounts payable under the Plans has not been determined. Such amounts will generally be based on the account value of annuities purchased by the Company.

  56. Named Executive Officer Agreements

    Named Executive Officer Agreements On December 30, 2016, we entered into an amended and restated employment agreement with Mr. Jay Sidhu as Chairman and CEO of Customers Bancorp. Under the terms of the agreement, Mr. Jay Sidhu will receive a minimum base salary plus a performance-based incentive bonus and a monthly car allowance. The term of the agreement is annually extended to another year unless Mr. Jay Sidhu or the Company give notice to the contrary. Mr. Jay Sidhu will also be entitled to cash or equity incentive compensation up to the amount of his base salary under an executive incentive plan to be approved by the Board of Directors. The December 30, 2016 employment agreement with Mr. Jay Sidhu eliminated the previous employment agreement provisions providing that Customers, in connection with an acquisition or a raise of capital, (i) up to $400 million, grant Mr. Jay Sidhu options to purchase up to 10.0% of the shares issued in such issuance; (ii) from $401 million to $749 million, grant Mr. Jay Sidhu options to purchase up to 6.7% of the shares issued in such issuance; and (iii) above $750 million of equity, grant Mr. Jay Sidhu options to purchase up to 3.4% of the shares issued in such issuance. Mr. Jay Sidhu will be entitled to severance compensation under his respective agreement if he terminates his employment for “Good Reason” (as defined in his employment agreement), if his employment is terminated by us other than for “Cause” (as defined in his employment agreement) during the employment term or on expiration of the employment term. If a “Change in Control” (as defined in his employment agreement) has not occurred within twelve months before termination of employment, then: (1) he will receive the sum of his then current base salary plus the average of his last three years’ annual performance bonuses, for the greater of (a) three years, or (b) the period of time remaining in his employment term, generally payable in equal installments on his normal pay dates, subject to normal tax deductions and withholding; (2) any unvested equity awards he has received will vest in full; (3) he will be entitled to an allocable fraction of any cash bonus that would have been payable to him for the current year had he remained employed through the date of payment; and (4) we will continue to provide health insurance (including dental if applicable) and any life or disability insurance benefits (“health benefits”) for the shorter of the period on which his cash severance compensation is measured or the maximum period we are then permitted to extend his benefit under the applicable plan or policy or applicable law. If a Change in Control shall have occurred within twelve months before termination of his employment, then: (1) he will receive cash equal to three times the sum of his then current base salary plus the average of his annual performance bonuses for the immediately preceding three years, payable in a lump sum; (2) any unvested equity awards he has received will vest in full; (3) he will be entitled to an allocable fraction of any performance bonus that would have been payable to him for the current year had he remained employed through the date of payment; (4) we shall continue to provide health benefits for the shorter of three years or the maximum period we are then permitted to extend his benefit under the applicable plan or policy or applicable law; and (5) if applicable, reimbursement of any “parachute payment” excise tax under Section 4999 of the Code, grossed up to include any additional taxes payable on that benefit. On October 23, 2019, we entered into an employment agreement with Ms. Leibold as Chief Financial Officer of Customers. With respect to Ms. Leibold’s employment agreement, the term of the agreement is for two years and is annually extended for another year commencing on the one-year anniversary of the effective date thereof unless Ms. Leibold or we give notice to the contrary. Ms. Leibold receives a minimum base salary, plus incentive compensation in cash or equity or both and in such amounts as determined by the Board of Directors in accordance with incentive programs developed for her. Ms. Leibold will be entitled to severance compensation under her employment agreement if she terminates her employment for “Good Reason” (as defined in her employment agreement), if her employment is terminated by us other than for “Cause” (as defined in her employment agreement) during the employment term or on expiration of the employment term. If a “Change in Control” (as defined in her employment agreement) has not occurred within twelve months before termination of employment, then: (1) she will receive the sum of her then current base salary plus the average of her last three years’ annual performance bonuses, for the greater of (a) two years, or (b) the period of time remaining in her employment term, generally payable in equal installments on her normal pay dates, subject to normal tax deductions and withholding; (2) any unvested equity awards she has received will vest in full; (3) she will be entitled to an allocable fraction of any cash bonus that would have been payable to her for the current year had she remained employed through the date of payment; and (4) we will continue to provide health insurance (including dental if applicable) and any life insurance benefits (“health benefits”) for the shorter of the period on which her cash severance compensation is measured or the maximum period we are then permitted to extend her benefit under the applicable plan or policy or applicable law. If a Change in Control shall have occurred within twelve months before termination of her employment, then: (1) she will receive cash equal to three times the sum of her then current base salary plus the average of her annual performance bonuses for the immediately preceding three years, payable in a lump sum; (2) any unvested equity awards she has received will vest in full; (3) she will be entitled to an allocable fraction of any performance bonus that would have been payable to her for the current year had she remained employed through the date of payment; and (4) we shall continue to provide health benefits for the shorter of three years or the maximum period we are then permitted to extend her benefit under the applicable plan or policy or applicable law, subject to a reduction of this aggregate amount to the maximum amount allowable without causing her to become subject to any “parachute payment” excise tax under Section 4999 of the Code. Ms. Leibold’s employment with the Company terminated as of April 10, 2024. On January 22, 2020, we entered into an employment agreement with Mr. Sam Sidhu. With respect to Mr. Sam Sidhu’s employment agreement, the term of the agreement is for three years and is annually extended for another year commencing on the one-year anniversary of the effective date thereof unless Mr. Sam Sidhu or we give notice to the contrary. Mr. Sam Sidhu receives a minimum base salary, plus incentive compensation in cash or equity or both and in such amounts as determined by the Board of Directors in accordance with incentive programs developed for him.

  57. Named Executive Officer Agreements

    Mr. Sam Sidhu will be entitled to severance compensation under his employment agreement if he terminates his employment for “Good Reason” (as defined in his employment agreement), if his employment is terminated by us other than for “Cause” (as defined in his employment agreement) during the employment term or on expiration of the employment term. If a “Change in Control” (as defined in his employment agreement) has not occurred within twelve months before termination of employment, then: (1) he will receive the sum of his then current base salary plus the average of his last three years’ annual performance bonuses, for the greater of (a) three years, or (b) the period of time remaining in the employment term, generally payable in equal installments on the normal pay dates, subject to normal tax deductions and withholding; (2) any unvested equity awards he has received will vest in full; (3) he will be entitled to an allocable fraction of any cash bonus that would have been payable to him for the current year had he remained employed through the date of payment; and (4) we will continue to provide health insurance (including dental if applicable) and any life insurance benefits (“health benefits”) for the shorter of the period on which his cash severance compensation is measured or the maximum period we are then permitted to extend his benefit under the applicable plan or policy or applicable law. If a Change in Control shall have occurred within twelve months before termination of his employment, then: (1) he will receive cash equal to three times the sum of his then current base salary plus the average of his annual performance bonuses for the immediately preceding three years, payable in a lump sum; (2) any unvested equity awards he has received will vest in full; (3) he will be entitled to an allocable fraction of any performance bonus that would have been payable to him for the current year had he remained employed through the date of payment; and (4) we shall continue to provide health benefits for the shorter of three years or the maximum period we are then permitted to extend his benefit under the applicable plan or policy or applicable law, subject to a reduction of this aggregate amount to the maximum amount allowable without causing him to become subject to any “parachute payment” excise tax under Section 4999 of the Code. Mr. Bowman does not have an employment agreement with us providing for compensation in connection with severance or a change of control. On April 25, 2019, we entered into a Change of Control Agreement with Mr. Bowman. Under the Change of Control Agreement, Mr. Bowman is entitled to certain payments if his employment is terminated other than for Cause, or by Mr. Bowman for Good Reason, in each case within one year after a Change in Control of the Company. If these events occur, Mr. Bowman is entitled to a single lump sum payment, subject to tax withholding obligations, of (i) two hundred percent (200%) of the highest rate of base annual salary in effect for Mr. Bowman during the twelve month period prior to termination of employment, and (ii) two hundred percent (200%) of the average of the aggregate annual performance bonuses earned by Mr. Bowman during each of the three preceding fiscal years. The Change of Control Agreement contains non-solicitation and similar covenants that remain in effect for a period of twelve months following termination upon a Change in Control, as well as covenants related to confidentiality of proprietary information. Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023. Mr. Cunningham does not have an employment agreement with us providing for compensation in connection with severance or a change of control. On May 1, 2019, we entered into a Change of Control Agreement with Mr. Cunningham. Under the Change of Control Agreement, Mr. Cunningham is entitled to certain payments if his employment is terminated other than for Cause, or by Mr. Cunningham for Good Reason, in each case within one year after a Change in Control of the Company. If these events occur, Mr. Cunningham is entitled to a single lump sum payment, subject to tax withholding obligations, of (i) two hundred percent (200%) of the highest rate of base annual salary in effect for Mr. Cunningham during the twelve month period prior to termination of employment, and (ii) two hundred percent (200%) of the average of the aggregate annual performance bonuses earned by Mr. Cunningham during each of the three preceding fiscal years. The Change of Control Agreement contains non-solicitation and similar covenants that remain in effect for a period of twelve months following termination upon a Change in Control, as well as covenants related to confidentiality of proprietary information.

  58. Summary Compensation Table (10)

    Summary Compensation Table (10)

  59. Summary Compensation Table (10)

    | Executive | Year | Salary ($) (6) | Non-Equity Incentive Plan Compensation ($) | Stock Awards ($) (7) | Option Awards ($) (8) | All Other Compensation ($) (9) | Total ($) | | Jay S. Sidhu | 2023 | 778,788 | —(1) | 2,891,317 | — | 91,406 | 3,761,511 | | Chairman & Chief Executive Officer | 2022 | 736,000 | —(1) | 1,884,160 | — | 28,754 | 2,648,914 | | | 2021 | 736,000 | 1,250,000(1) | 1,893,124 | — | 21,477 | 3,900,601 | | Sam Sidhu | 2023 | 643,269 | 372,600(2) | 1,648,466 | — | 54,604 | 2,718,939 | | Vice Chair & President | 2022 | 535,577 | 300,000(2) | 874,000 | — | 50,256 | 1,759,833 | | | 2021 | 423,846 | —(2) | 581,253 | 6,792,664 | 38,500 | 7,836,263 | | Carla A. Leibold | 2023 | 433,173 | 141,440(3) | 1,257,644 | — | 145,892 | 1,978,149 | | Former EVP, Chief Financial Officer | 2022 | 412,116 | —(3) | 736,000 | — | 130,341 | 1,278,457 | | | 2021 | 400,000 | 312,500(3) | 619,998 | 311,642 | 208,869 | 1,853,009 | | Andrew H. Bowman | 2023 | 369,231 | 250,000(4) | 363,037 | — | 144,760 | 1,127,028 | | Former SEVP, Chief Credit Officer | 2022 | 338,058 | 100,000(4) | 175,000 | — | 128,826 | 741,884 | | | 2021 | 305,000 | 50,000(4) | 25,000 | 124,657 | 84,529 | 589,186 | | Lyle P. Cunningham | 2023 | 388,462 | 200,000(5) | 490,845 | — | 230,485 | 1,309,792 | | EVP, Chief Lending Officer | 2022 | 340,712 | 160,000(5) | 210,000 | — | 158,063 | 868,775 | | | 2021 | 315,000 | 140,000(5) | — | 124,657 | 10,504 | 590,161 |

  60. Summary Compensation Table (10)

    (1)Mr. Jay Sidhu earned a bonus of $1,237,500 for 2023, all of which was received in restricted stock units in 2024, and will be reported as 2024 Stock Awards in the 2025 Proxy Statement. Mr. Jay Sidhu earned a bonus of $880,472 for 2022, all of which was received in restricted stock units in 2023 and is reported as 2023 Stock Awards in the above table. Mr. Jay Sidhu earned a bonus of $883,200 for 2021, all of which was received in restricted stock units in 2022 and is reported as 2022 Stock Awards in the above table. (2)Mr. Sam Sidhu earned a bonus of $931,500 for 2023, of which $372,600 was received in cash and $558,900 was received in restricted stock units in 2024, and will be reported as 2024 Stock Awards in the 2025 Proxy Statement. Mr. Sam Sidhu earned a bonus of $600,000 for 2022, of which $300,000 was received in cash and $300,000 was received in restricted stock units in 2023 and is reported as 2023 Stock Awards in the above table. Mr. Sam Sidhu earned a bonus of $380,000 for 2021, all of which was received in restricted stock units in 2022, and is reported as 2022 Stock Awards in the above table. (3)Ms. Leibold earned a bonus of $353,600 for 2023, of which $141,440 was received in cash and $212,160 was received in restricted stock units in 2024, and will be reported as 2024 Stock Awards in the 2025 Proxy Statement. Ms. Leibold’s employment with the Company terminated as of April 10, 2024. Ms. Leibold earned a bonus of $316,388 for 2022, all of which was received in restricted stock units in 2023 and is reported as 2023 Stock Awards in the above table. Ms. Leibold earned a bonus of $320,000 for 2021, all of which was received in restricted stock units in 2022 and is reported as 2022 Stock Awards in the above table. (4)Mr. Bowman earned a bonus of $250,000 for 2023, which was received in cash. Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023. Mr. Bowman earned a bonus of $250,000 for 2022, of which $100,000 was received in cash and $150,000 was received in restricted stock units in 2023 and is reported as 2023 Stock Awards in the above table. Mr. Bowman earned a bonus of $225,000 for 2021, of which $50,000 was received in cash and $175,000 was received in restricted stock units in 2022 and is reported as 2022 Stock Awards in the above table. (5)Mr. Cunningham earned a bonus of $625,000 for 2023, of which $200,000 was received in cash and $425,000 was received in restricted stock units in 2024, and will be reported as 2024 Stock Awards in the 2025 Proxy statement. Mr. Cunningham earned a bonus of $400,000 for 2022, of which $160,000 was received in cash and $240,000 was received in restricted stock units in 2023 and is reported as 2023 Stock Awards in the above table. Mr. Cunningham earned a bonus of $350,000 for 2021, of which $140,000 was received in cash and $210,000 was received in restricted stock units in 2022 and is reported as 2022 Stock Awards in the above table. (6)Amounts shown in this column consist of base salary paid during the year on a bi-weekly basis. (7)Represents the aggregate grant date fair value, calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, of the stock awards described in footnotes 1 through 5 above. The grant date fair values have been determined based on the assumptions and methodologies set forth in our 2023 financial statements (NOTE 15 - SHARE-BASED COMPENSATION PLANS). Grant date fair value of the awards in April 2023, subject to the shareholder approval, is based on the fair value on May 30, 2023, the date the shareholders approved the increase in the number of shares authorized under the 2019 Plan. For performance-based restricted stock units granted during 2023, the maximum potential value that can be earned is as follows: Mr. Jay Sidhu - $1,504,474, Mr. Sam Sidhu - $1,082,177, Ms. Leibold - $664,288. (8)Represents the aggregate grant date fair value, as calculated in accordance with FASB ASC Topic 718, of option awards. The grant date fair values have been determined based on the assumptions and methodologies set forth in our 2023 financial statements (NOTE 15 - SHARE-BASED COMPENSATION PLANS). (9)The amounts listed in this column include matching 401(k) contributions paid under our 401(k) Retirement Savings and Profit Sharing Plan and the cost of executive physical exam for each of Messrs. Jay Sidhu, Sam Sidhu, Bowman, and Cunningham and Ms. Leibold; and country club memberships for Messrs. Jay Sidhu and Sam Sidhu. We provide Messrs. Jay Sidhu, Sam Sidhu and Cunningham with automobiles which they primarily use for business purposes. All Other Compensation also includes the value attributable to their personal use of these automobiles for Messrs. Jay Sidhu, Sam Sidhu and Cunningham in 2023, 2022 and 2021. The automobile for Mr. Cunningham was sold in August 2023. Also included in this column is a $123,364 retention bonus restricted stock award of BM Technologies, Inc. common stock granted to Ms. Leibold in 2021. The restricted stock granted to Ms. Leibold has a 2-year cliff vesting. Also included in this column are the SERP contributions for Messrs. Sam Sidhu, Bowman, and Cunningham and Ms. Leibold for 2023 and 2022, and the SERP contributions for Messrs. Sam Sidhu and Bowman and Ms. Leibold for 2021. Also included in this column are the imputed income from the split dollar life insurance plans and premiums paid for the executive life insurance policies for Messrs. Sam Sidhu, Bowman and Cunningham and Ms. Leibold. Also included in this column is $35,000 in reimbursed expenses related to a book publication for Mr. Jay Sidhu for 2023. (10)The following columns are intentionally omitted from this table: Non-Equity Incentive Plan Compensation, Change in Pension Value, and Non-qualified Deferred Compensation Earnings. The table also does not reflect expected long-term equity incentive awards for 2023 that may be awarded consistent with the Company’s compensation plan which will be disclosed as 2024 Stock Awards in the 2025 Proxy Statement.

  61. Grants of Plan Based Awards (1)

    Grants of Plan Based Awards (1) The following table sets forth certain information regarding awards granted to each of our NEOs during 2023. 60% of the RSUs issued on April 6, 2023 to Messrs. Jay Sidhu and Sam Sidhu and Ms. Leibold are subject to additional performance-based vesting criteria consistent with the compensation plan implemented in 2018. The CD&A includes additional information regarding the incentive awards made to NEOs and our share based compensation programs.

  62. Grants of Plan Based Awards (1)

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of Common Stock (#) | All other option awards: Number of shares of Common Stock underlying options (#) | Exercise or base price of option awards ($/Share) | Grant date fair value of stock and option awards ($) (2) | | Executive | | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jay S. Sidhu | | 1/5/2023(3) | | | | 5,575 | — | — | 150,000 | | | | 4/4/2023 | | | | 50,748 | — | — | 1,250,431 | | | | 4/6/2023 | | | | 22,945 | — | — | 565,365 | | | | 4/6/2023 | 17,209 | 34,418 | 51,627 | — | — | — | 925,521 | | Sam Sidhu | | 1/5/2023(3) | | | | 5,575 | — | — | 150,000 | | | | 4/4/2023 | | | | 17,292 | — | — | 426,075 | | | | 4/6/2023 | | | | 16,504 | — | — | 406,659 | | | | 4/6/2023 | 12,379 | 24,757 | 37,136 | — | — | — | 665,732 | | Carla A. Leibold | | 1/5/2023(3) | | | | 5,575 | — | — | 150,000 | | | / | 4/4/2023 | | | | 18,236 | — | — | 449,335 | | | | 4/6/2023 | | | | 10,132 | — | — | 249,653 | | | | 4/6/2023 | 7,599 | 15,197 | 22,796 | — | — | — | 408,656 | | Andrew H. Bowman | | 1/5/2023(3) | | | | 5,575 | — | — | 150,000 | | | | 4/4/2023 | | | | 8,646 | — | — | 213,037 | | Lyle P. Cunningham | | 1/5/2023(3) | | | | 5,575 | — | — | 150,000 | | | | 4/4/2023 | | | | 13,833 | — | — | 340,845 |

  63. Grants of Plan Based Awards (1)

    (1)The following column is intentionally omitted from the table: Estimated Future Payouts under Non-Equity Incentive Plan awards. (2)Represents the grant date fair value, as calculated in accordance with FASB ASC Topic 718, of these option or stock awards. The grant date fair value has been determined based on the assumptions and methodologies set forth in the consolidated financial statements included in NOTE 15 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2023. Grant date fair value of the awards in April 2023, subject to the shareholder approval, is based on the fair value on May 30, 2023, the date the shareholders approved the increase in the number of shares authorized under the 2019 Plan. (3)Represents the grant date fair value of performance-based awards in the form of restricted stock units to all members of Customers’ Management Board, including the NEOs. Refer to the above section titled, “Incentives for Executive Management in 2023” under “Annual Incentive Awards”, “Elements of 2023 Executive Compensation” on page 70.

  64. Outstanding Equity Awards at Fiscal Year End (1)

    Outstanding Equity Awards at Fiscal Year End (1) The following table sets forth information on outstanding option awards and stock awards held by the NEOs at December 31, 2023, including the number of shares underlying each stock option, the exercise price and the expiration date of each outstanding option, and the number of shares and market value of stock awards.

  65. Outstanding Equity Awards at Fiscal Year End (1)

    | | Option Awards | | | | Stock Awards | | | Executive | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexerciseable (#) | Option Exercise Price ($/share) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Jay S. Sidhu | 120,000(2) | — | 28.24 | 7/26/2027 | — | — | | | 500,000(3) | — | 26.65 | 12/20/2027 | — | — | | | — | — | — | — | 10,682(4) | 615,497 | | | — | — | — | — | 3,298(5) | 190,031 | | | — | — | — | — | 14,843(6) | 855,254 | | | — | — | — | — | 10,259(7) | 591,124 | | | — | — | — | — | 5,871(8) | 338,287 | | | — | — | — | — | 13,209(9) | 761,103 | | | — | — | — | — | 5,575(10) | 321,232 | | | — | — | — | — | 50,748(11) | 2,924,100 | | | — | — | — | — | 22,945(12) | 1,322,091 | | | — | — | — | — | 34,418(13) | 1,983,165 | | Sam Sidhu | — | 250,000(14) | 28.37 | 2/24/2031 | — | — | | | — | 250,000(15) | 32.78 | 4/28/2031 | — | — | | | — | — | — | — | 300,000(16) | 17,286,000 | | | — | — | — | — | 3,628(4) | 209,045 | | | — | — | — | — | 1,200(5) | 69,144 | | | — | — | — | — | 5,403(6) | 311,321 | | | — | — | — | — | 4,414(7) | 254,335 | | | — | — | — | — | 2,897(8) | 166,925 | | | — | — | — | — | 6,518(9) | 375,567 | | | — | — | — | — | 5,575(10) | 321,232 | | | — | — | — | — | 17,292(11) | 996,365 | | | — | — | — | — | 16,504(12) | 950,960 | | | — | — | — | — | 24,757(13) | 1,426,498 | | Carla A. Leibold (17) | — | 25,000(14) | 28.37 | 2/24/2031 | — | — | | | — | — | — | — | 3,870(4) | 222,989 | | | — | — | — | — | 1,280(5) | 73,754 | | | — | — | — | — | 5,761(6) | 331,949 | | | — | — | — | — | 3,717(7) | 214,174 | | | — | — | — | — | 2,440(8) | 140,593 | | | — | — | — | — | 5,488(9) | 316,219 | | | — | — | — | — | 5,575(10) | 321,232 | | | — | — | — | — | 18,236(11) | 1,050,758 | | | — | — | — | — | 10,132(12) | 583,806 | | | — | — | — | — | 15,197(13) | 875,651 | | Andrew H. Bowman (18) | — | — | — | — | — | — | | Lyle P. Cunningham | 5,123(19) | — | 19.28 | 3/14/2029 | — | — | | | — | 10,000(14) | 28.37 | 2/24/2031 | — | — | | | — | — | — | — | 2,439(7) | 140,535 | | | — | — | — | — | 5,575(10) | 321,232 | | | — | — | — | — | 13,833(11) | 797,057 |

  66. Outstanding Equity Awards at Fiscal Year End (1)

    | (1) Except as otherwise noted in a footnote, all awards relate to shares of Voting Common Stock. At December 31, 2023, the closing market price of our Voting Common Stock, as listed on The New York Stock Exchange, was $57.62. The following columns are intentionally omitted from this table: Option Awards: Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options, Stock Awards: Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested, and Stock Awards: Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. | | (2) The stock options vest on the fifth anniversary of the grant date (July 26, 2022) subject to a condition that the market price of our Voting Common Stock trade above $40 per share for any ten days during the 5 year period from the grant date to the vesting date. | | (3) The stock options vest on the fifth anniversary of the grant date (December 20, 2022) subject to a condition that the market price of our Voting Common Stock trade at or above $40 per share for any ten days during the 5 year period from the grant date to the vesting date. | | (4) The restricted stock units vest annually in thirds on the anniversary of the date of grant (February 23, 2022, 2023, and 2024). At December 31, 2023, one-third of the grant was unvested. | | (5) The restricted stock units vest annually in thirds on the anniversary of the date of grant (April 7, 2022, 2023, and 2024). At December 31, 2023, one-third of the grant was unvested. | | (6) The restricted stock units vest on the third anniversary of the date of grant (April 7, 2024) and are subject to certain performance criteria. | | (7) The restricted stock units vest annually in thirds on the anniversary of the date of grant (March 22, 2023, 2024, and 2025). At December 31, 2023, two-thirds of the grant was unvested. | | (8) The restricted stock units vest annually in thirds on the anniversary of the date of grant (April 7, 2023, 2024, and 2025). At December 31, 2023, two-thirds of the grant was unvested. | | (9) The restricted stock units vest on the third anniversary of the date of grant (April 7, 2025) and are subject to certain performance criteria. | | (10) The restricted stock units vest annually in thirds on the anniversary of the date of grant (January 5, 2024, 2025, and 2026). At December 31, 2023, the entire grant was unvested. | | (11) The restricted stock units vest annually in thirds on the anniversary of the date of grant (April 4, 2024, 2025, and 2026). At December 31, 2023, the entire grant was unvested. | | (12) The restricted stock units vest annually in thirds on the anniversary of the date of grant (April 6, 2024, 2025, and 2026). At December 31, 2023, the entire grant was unvested. | | (13) The restricted stock units vest on the third anniversary of the date of grant (April 6, 2026) and are subject to certain performance criteria. | | (14) The stock options vest on the fifth anniversary of the date of grant (February 24, 2026). | | (15) The stock options vest on the fifth anniversary of the date of grant (April 28, 2026). | | (16) The restricted stock units vest on the fifth anniversary of the date of grant (January 22, 2025) and are subject to certain performance criteria. | | (17) Ms. Leibold’s employment with the Company terminated as of April 10, 2024, and forfeited all of her unvested stock options and restricted stock units. | | (18) Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023 and forfeited all of his unvested stock options and restricted stock units. | | (19) The stock options vested annually in thirds on the anniversary of the date of grant (March 14, 2020, 2021, and 2022). |

  67. Option Exercises and Stock Vesting

    Option Exercises and Stock Vesting The following table sets forth information on stock option exercises and stock vesting for the NEOs for the fiscal year ended December 31, 2023.

  68. Option Exercises and Stock Vesting

    | | Option Awards | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#) | Value Received on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Received on Vesting ($) | | Jay S. Sidhu | 100,000 | 2,418,629 | 99,467 | 2,129,683 | | Sam Sidhu | — | — | 18,819 | 389,986 | | Carla A. Leibold | — | — | 39,715 | 839,459 | | Andrew H. Bowman | 1,665 | 35,898 | 12,973 | 257,536 | | Lyle P. Cunningham | — | — | 14,910 | 310,924 |

  69. Pension Benefits

    Pension Benefits Customers does not provide a pension plan to its team members.

  70. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The following Non-qualified Deferred Compensation table summarizes activity during 2023 and the account balance as of December 31, 2023 for our non-qualified defined contribution plans that provide for the deferral of compensation.

  71. Non-qualified Deferred Compensation

    | | Executive Contributions in Last FY ($) | Registrant Contribution in Last FY ($) (1) | Aggregate Earnings (Losses) in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FY ($) | | Executive | | | | | | | Jay S. Sidhu (2) | — | — | 1,229,789 | — | 7,274,431 | | Sam Sidhu (3) | — | 33,732 | — | — | 85,788 | | Carla A. Leibold (3) (4) | — | 129,400 | — | — | 329,091 | | Andrew H. Bowman (3) (5) | — | 127,835 | — | — | — | | Lyle P. Cunningham (3) | — | 206,508 | — | — | 353,662 |

  72. Non-qualified Deferred Compensation

    (1)The amounts shown in this column are also included in the Summary Compensation Table for 2022 in the “All Other Compensation” column. (2)Represents the SERP for Mr. Jay Sidhu. As a result of the acquisition of USA Bank on July 9, 2010, Mr. Sidhu’s SERP became effective, and Mr. Sidhu is entitled to receive the balance of the SERP account payable over 15 years commencing upon the later of his separation from service or his 65th birthday. If Mr. Sidhu dies prior to his payment commencement date, his beneficiary receives a lump sum payment equal to $3,000,000. If Mr. Sidhu dies after reaching age 65, his beneficiary receives the remainder of his scheduled retirement benefits. If Mr. Sidhu’s employment is terminated for cause, he forfeits the benefits provided under the SERP. See “Supplemental Executive Retirement Plan for Chairman and Chief Executive Officer” for more details on Mr. Sidhu’s SERP. The Company also has Company Owned Life Insurance (“COLI”) on Mr. Sidhu. The policy was fully funded in 2014. The policy has a net surrender value of $4,676,663 and a face value of $6,100,000. (3)Represents the SERPs for Messrs. Sam Sidhu, Bowman and Cunningham and Ms. Leibold. Lifetime monthly payments will be made from the SERPs to the individuals starting at age 65, or, if later, separation from service. The Company also has fixed indexed annuity policies on Messrs. Sam Sidhu, Bowman and Cunningham and Ms. Leibold. The annuities were funded in 2021 and 2022. The annuities have a net surrender value of $2,566,548 for Mr. Sam Sidhu, $2,208,335 for Ms. Leibold, $1,884,244 for Mr. Cunningham and $1,721,683 for Mr. Bowman. As of December 31, 2023, Messrs. Sam Sidhu, Bowman and Cunningham and Ms. Leibold had no vested balances associated with the SERPs. See “Supplemental Executive Retirement Plan for Other Named Executive Officers” for more details. (4)Ms. Leibold’s employment with the Company terminated as of April 10, 2024, and she forfeited unvested aggregate balance in her SERP ($329,091 as of December 31, 2023). (5)Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023, and he forfeited $325,211 of unvested aggregate balance in his SERP.

  73. Potential Payments Upon Termination Or Change In Control

    Potential Payments Upon Termination Or Change In Control The tables below show the value of estimated payments pursuant to the employment agreements, change of control agreements, equity plans and other plans described above upon a termination of employment for Messrs. Jay Sidhu, Sam Sidhu, Bowman and Cunningham and Ms. Leibold, including gross-up payments for any excise tax on the parachute payments upon a change in control for Mr. Jay Sidhu. All termination events are assumed to occur on December 31, 2023. The payments represent the maximum possible payments under interpretations and assumptions most favorable to the named executive officer. The amounts shown in the tables include estimates of amounts that would be paid to the executive upon the occurrence of the specified event. The actual amounts to be paid to the named executive officers can only be determined at the time of their termination and may be more or less than the amounts contained in the tables and the various agreements and plans. See “Named Executive Officer Agreements” for more details. Assuming the noted events had occurred on December 31, 2023, payments and benefits estimated due to Messrs. Jay Sidhu, Sam Sidhu, Bowman, Cunningham and Ms. Leibold would be estimated as follows:

  74. Potential Payments Upon Termination Or Change In Control

    | Jay S. Sidhu | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) | 5,121,872 | 5,121,872 | — | | Other Incentive/Bonus (2) | 1,237,500 | 1,237,500 | — | | Health and Welfare Benefits (3) | 55,130 | 55,130 | — | | Stock Options (4) | — | — | — | | Restricted Shares (4) | 9,901,884 | 9,901,884 | 9,901,884 | | Death Benefit (5) | — | — | 3,250,000 | | Excise Tax Gross Up | — | — | — | | Total | 16,316,386 | 16,316,386 | 13,151,884 |

  75. Potential Payments Upon Termination Or Change In Control

    | Sam Sidhu | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) | 3,350,000 | 3,350,000 | — | | Other Incentive/Bonus (2) | 931,500 | 931,500 | — | | Health and Welfare Benefits (3) | 2,913 | 2,913 | — | | Stock Options (4) | 13,522,500 | 13,522,500 | 13,522,500 | | Restricted Shares (4) | 22,367,392 | 22,367,392 | 22,367,392 | | Death Benefit (5) | — | — | 3,233,135 | | Total | 40,174,305 | 40,174,305 | 39,123,027 |

  76. Potential Payments Upon Termination Or Change In Control

    | Carla A. Leibold (6) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) (6) | 1,521,592 | 2,282,388 | — | | Other Incentive/Bonus (2) (6) | 353,600 | 353,600 | — | | Health and Welfare Benefits (3) (6) | 37,132 | 55,697 | — | | Stock Options (4) (6) | 731,250 | 731,250 | 731,250 | | Restricted Shares (4) (6) | 4,131,125 | 4,131,125 | 4,131,125 | | Death Benefit (5) (6) | — | — | 3,370,798 | | Total | 6,774,699 | 7,554,060 | 8,233,173 |

  77. Potential Payments Upon Termination Or Change In Control

    | Andrew H. Bowman (7) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) | — | 1,166,867 | — | | Other Incentive/Bonus (2) | — | 250,000 | — | | Stock Options (4) (7) | — | — | — | | Restricted Shares (4) (7) | — | — | — | | Death Benefit (5) (7) | — | — | 1,478,632 | | Total | — | 1,416,867 | 1,478,632 |

  78. Potential Payments Upon Termination Or Change In Control

    | Lyle P. Cunningham | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) | — | 1,426,667 | — | | Other Incentive/Bonus (2) | — | 625,000 | — | | Stock Options (4) | — | — | — | | Restricted Shares (4) | — | 1,258,824 | 1,258,824 | | Death Benefit (5) | — | — | 3,045,538 | | Total | — | 3,310,491 | 4,304,362 |

  79. Potential Payments Upon Termination Or Change In Control

    (1)Represents continuation of severance payments for the payout period provided under each named executive officer’s applicable employment or change of control agreement. Severance payment calculation is based on base salary at the time of termination as well as the average of the executive’s annual performance bonus (excluding the Company match of any deferred compensation) for the three fiscal years preceding the fiscal year of termination (2021, 2020, and 2019) as defined in the executive’s employment or change of control agreement. (2)Represents the portion of the Annual Incentive Bonus for the fiscal year of the executive’s termination that would have been payable to the executive had he or she remained employed through the date of payment. (3)Represents payment of premiums for continued health and other welfare benefit insurance over the payout period provided under each named executive officer’s applicable employment agreement. (4)Stock options and restricted shares also vest at the time Messrs. Jay Sidhu, Sam Sidhu, Bowman, Cunningham and Ms. Leibold elect to retire upon reaching age 65 and with the consent of the Leadership Development and Compensation Committee. (5)In Mr. Jay Sidhu’s case, includes the proceeds of group term life insurance, the premiums for which are paid by us as well as an uninsured death benefit payable under his SERP. In the cases of Messrs. Sam Sidhu, Bowman, Cunningham and Ms. Leibold, represents the proceeds of the company provided group term life insurance, split dollar life insurance and executive life insurance, the premiums for which are paid by us. (6)Ms. Leibold’s employment with the Company terminated as of April 10, 2024, and she forfeited all of her unvested stock options, restricted stock units and death benefits under the company provided group term life insurance and executive life insurance. (7)Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023, and he forfeited all of his unvested stock options, restricted stock units and death benefits under the company provided group term life insurance and executive life insurance. The excise tax gross-up provisions are included only in the contract of the CEO. The protection provided to the executive officer most responsible for creating shareholder value was a commitment made by the Company in its early stages of development when such measure helped recruit and subsequently retain the quality of management and leadership necessary to develop a $250 million asset bank to a $21.3 billion asset bank. The excise tax gross up calculation is very complex with many different components. To calculate the tax gross up management considered all sources of payments that may result from a change in control, including accelerated vesting of deferred compensation and that the excise tax gross up is also a payment made in connection with a change in control. The deferred compensation calculation considered whether the deferred compensation was time based or performance based, the remaining vesting period if the deferred compensation payment was only time based, whether the deferred compensation performance criteria had been met, and the remaining time period to vest if the performance criteria was met, and the federal tax related interest rate. Given Mr. Jay Sidhu’s level of compensation for 2023, the Company estimated that an excise payment would not be owed to Mr. Jay Sidhu, assuming a hypothetical change of control event occurred on December 31, 2023. The Leadership Development and Compensation Committee has directed that the excise tax gross up not be included in any future employment contracts, that the provision be retained in the current contract pursuant to the Company’s previous commitments, and that the excise tax gross up “sunset” with the departure or retirement of the current CEO.

  80. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2023, our last completed fiscal year: •The median of the annual total compensation of all employees of our Company (other than Mr. Jay Sidhu), was $104,157. •The annual total compensation of Mr. Jay Sidhu, our Chairman & CEO, as reported, was $3,761,511 for 2023. Based on this information, the ratio for 2023 of the annual total compensation of our Chairman & CEO to the median of the annual total compensation of all employees is 36.1 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: 1.The rules require a company to identify its median employee once every three years unless there has been a change in the company’s employee population or compensation arrangements that would reasonably result in a significant change in the pay ratio disclosure. We identified a new median employee in 2021 due to the change in the Company’s employee population resulting from the divestiture of BankMobile in January 2021. We did not identify a new median employee for 2023 as there has not been a material change in the Company’s employee population that would result in a significant change in the pay ratio disclosure. 2.As of December 31, 2023, our employee population consisted of approximately 714 individuals, including any full-time, part-time, temporary, or seasonal employees employed on that date. 3.To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the IRS on Form W-2 for fiscal 2021. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2021, but did not work for us the entire year. No full-time equivalent adjustments were made for part time employees or former employees who terminated their employment during the year. 4.After identifying the median employee in 2021, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $104,157. 5.With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2023 Summary Compensation Table.

  81. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s compensation program and pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” beginning on page 54.

  82. Pay Versus Performance

    | Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) (2) | Average Summary Compensation Table for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (8) | Core EPS (excluding PPP) (9) | | | | | | | TSR (6) | Peer Group TSR (7) | | | | 2023 | $3,761,511 | $9,749,751 | $1,783,477 | $8,743,538 | $267.88 | $78.90 | $250,143 | $7.99 | | 2022 | 2,648,914 | (24,380,210) | 1,162,237 | (6,853,690) | 131.75 | 105.83 | 228,034 | 6.51 | | 2021 | 3,900,601 | 46,206,289 | 2,459,948 | 10,623,163 | 303.91 | 143.93 | 314,647 | 4.44 | | 2020 | 2,332,252 | (1,569,101) | 2,579,424 | 2,098,277 | 84.52 | 98.90 | 132,578 | 2.46 |

  83. Pay Versus Performance

    (1) The dollar amounts represents the amount of “compensation actually paid” to the Company’s principal executive officer (“PEO”), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total reported compensation for each year in the Summary Compensation Table to determine the compensation actually paid: (a) The grant date fair value of equity awards consists of RSUs and stock options, and represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns, respectively, in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant based on the assumptions and methodologies set forth in the consolidated financial statements included in NOTE 15 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2023. (c) There were no pension benefits adjustments for the years in the table. (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the dollar amounts in the Summary Compensation Table Total for Mr. Jay Sidhu, are adjusted as described in Note (1)(b) above as follows:

  84. Pay Versus Performance

    | Compensation Actually Paid to NEO | | | | | | | | | | | Year | Reported Summary Compensation Table Total For PEO | [Less] Reported Value of Equity Awards | [Plus] Year End Fair Value of Equity Awards Granted in Current Year | [Plus/Minus] Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | [Plus] Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | [Plus/Minus] Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | [Minus] Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | [Plus] Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Compensation Actually Paid to PEO | | 2023 | $3,761,511 | $(2,891,317) | $6,843,851 | $1,968,518 | $— | $67,188 | $— | $— | $9,749,751 | | 2022 | 2,648,914 | (1,884,160) | 980,225 | (4,154,816) | — | (21,970,373) | — | — | (24,380,210) | | 2021 | 3,900,601 | (1,893,124) | 3,852,355 | 31,132,963 | — | 9,213,494 | — | — | 46,206,289 | | 2020 | 2,332,252 | (1,508,801) | 1,973,953 | (1,890,821) | — | (879,184) | (1,596,500) | — | (1,569,101) |

  85. Pay Versus Performance

    (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the Summary Compensation Table Total in each applicable year. The average of the Summary Compensation Table Total is comprised of Ms. Leibold and Messrs. Sam Sidhu, Bowman and Cunningham in 2023 and 2022, Ms. Leibold and Messrs. Sam Sidhu, Bowman, Cunningham and Richard A. Ehst for 2021, and Ms. Leibold and Messrs. Ehst, Sam Sidhu and James T. Collins in 2020. Mr. Ehst retired as the President and Chief Operating Officer effective July 1, 2021. Mr. Collins resigned as the Senior Executive Vice President and Chief Administrative Officer effective April 19, 2021. Mr. Bowman resigned as Chief Credit Officer as of December 31, 2023. Ms. Leibold’s employment with the Company terminated as of April 10, 2024. (4) The dollar amounts represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments were made to the total reported compensation of the NEOs as a group (excluding the PEO) for each year in the Summary Compensation Table to determine the compensation actually paid, using the same methodology described in Note (1) above. (5) In accordance with the requirements of Item 402(v) of Regulation S-K, the average of the dollar amount in the Summary Compensation Table Total for Ms. Leibold and Messrs. Sam Sidhu, Bowman and Cunningham in 2023 and 2022, Ms. Leibold and Messrs. Sam Sidhu, Ehst, Bowman and Cunningham for 2021 and Ms. Leibold and Messrs. Sam Sidhu, Ehst and Collins for 2020 are adjusted as described in Note (1)(b) above as follows:

  86. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | | | | | | | | | | | Year | Reported Average Summary Compensation Table Total For Non-PEO NEOs | [Less] Reported Average Value of Equity Awards | [Plus] Average Year End Fair Value of Equity Awards Granted in Current Year | [Plus/Minus] Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | [Plus] Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | [Plus/Minus] Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | [Minus] Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | [Plus] Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,783,477 | $(939,998) | $1,996,307 | $6,041,528 | $— | $(85,958) | $(51,818) | $— | $8,743,538 | | 2022 | 1,162,237 | (498,750) | 257,593 | (7,561,180) | — | (213,590) | — | — | (6,853,690) | | 2021 | 2,459,948 | (1,763,447) | 5,210,313 | 3,841,499 | 32,782 | 842,068 | — | — | 10,623,163 | | 2020 | 2,579,424 | (2,074,088) | 2,021,251 | (176,432) | — | (159,957) | (91,921) | — | 2,098,277 |

  87. Pay Versus Performance

    The average equity award adjustments for 2021 also include the subtraction of $123,364 in BM Technologies, Inc. (“BMTX”) common stock granted to Ms. Leibold in 2021 that are included in “All Other Compensation” column in the Summary Compensation Table and the addition of $92,100 in fair value of BMTX common stock that are outstanding and unvested in 2021, the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of BMTX common stock that are outstanding and unvested of $(40,000) in 2022, and the amount of change from the end of the prior fiscal year to the vesting date in fair value of BMTX common stock of $(16,600) in 2023. (6) The Company’s cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period, assuming an investment of $100 on December 31, 2019. (7) The Leadership Development and Compensation Committee has selected the S&P U.S. Mid Cap Bank & Thrift Index as the Peer Group for this purpose, assuming an investment of $100 on December 31, 2019. Reinvestment of dividends, if any, is assumed. The Company obtained the information contained in this column from SNL Financial. (8) The dollar amounts represent the consolidated net income, as reflected in the Company’s audited financial statements in our Annual Report on Form 10-K for the applicable year, in thousands. (9) Core EPS, excluding PPP is a company selected, non-GAAP measure. The Company’s reasons for the use of the non-GAAP measure and a detailed reconciliation between the non-GAAP measure and the comparable GAAP amount are included in Appendix C. Although the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Core EPS, excluding PPP is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company performance.

  88. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table The Company’s executive compensation program reflects our pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table above. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

  89. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR As shown in the above graph, over the past four years, the amount of compensation actually paid to the CEO and the average amount of compensation actually paid to other NEOs as a group (excluding the CEO) is aligned with the Company’s TSR over the past four years presented in the table. The actual value that our CEO and other NEOs could realize from these equity awards is greater.

  90. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As shown in the above graph, the amount of compensation actually paid to the CEO and the average amount of compensation actually paid to other NEOs as a group (excluding the CEO) is aligned with the Company’s net income (dollars in thousands) over the past four years presented in the table.

  91. Compensation Actually Paid and Core EPS, excluding PPP

    Compensation Actually Paid and Core EPS, excluding PPP As shown in the above graph, the amount of compensation actually paid to the CEO and the average amount of compensation actually paid to other NEOs as a group (excluding the CEO) is aligned with the Company’s core earnings per share, excluding PPP (a non-GAAP measure), over the past four years presented in the table.

  92. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  93. DIRECTOR COMPENSATION TABLE (1) (2)

    DIRECTOR COMPENSATION TABLE (1) (2) We have compensated the Company’s non-employee Directors for their services and expect to continue this practice. Information relating to the compensation of the Company’s non-employee Directors during 2023 is set forth in the table below.

  94. DIRECTOR COMPENSATION TABLE (1) (2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Total ($) | | Andrea R. Allon | 20,000 | 130,811 | 150,811 | | Bernard B. Banks | — | 140,879 | 140,879 | | Robert J. Buford | — | 140,879 | 140,879 | | Rajeev V. Date | 40,000 | 100,838 | 140,838 | | Robert N. Mackay | — | 140,879 | 140,879 | | Daniel K. Rothermel | — | 180,655 | 180,655 | | T. Lawrence Way | — | 160,767 | 160,767 | | Steven J. Zuckerman | — | 160,767 | 160,767 |

  95. DIRECTOR COMPENSATION TABLE (1) (2)

    | (1) The following columns are intentionally omitted from this table: Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings, and All Other Compensation. | | (2) Jay S. Sidhu is not included in this table as he is an employee of the Company and the Bank and receives no compensation for his service as a Director. | | (3) Represents the grant date fair value of stock awards including those received in lieu of cash payments, calculated in accordance with FASB ASC Topic 718. The grant date fair value has been determined based on the assumptions and methodologies set forth in the consolidated financial statements included in NOTE 15 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2023. |

  96. DIRECTOR COMPENSATION TABLE (1) (2)

    For 2023, compensation for the Company’s non-employee Directors included a cash fee of $40,000 per year, payable in installments at the end of each quarter, and 3,000 shares of our Voting Common Stock issued under the 2019 Stock Plan. Each of the Company’s non-employee Director has made an annual election to have none, 50%, or 100% of the cash fee paid in the form of Voting Common Stock. Furthermore, Directors serving in certain positions during 2023 received an additional award of stock as follows: •1,100 shares for the Chair of each of the Audit Committee, Leadership Development and Compensation Committee and the Bank’s Compliance Committee; •2,200 shares for the Chairman of the Nominating and Corporate Governance Committee, who was also the Lead Independent Director; and •550 shares for the Audit Committee Financial Expert. Customers does not provide any additional Director benefits, a Director retirement plan, or fee deferral programs.