DEF 14A of Customers Bancorp, Inc., Apr 16, 2025

DEF 14A of Customers Bancorp, Inc.

Filed Apr 16, 2025 · FY20240001488813-25-000025

Open on EDGAR

  1. ELECTION OF THREE DIRECTORS OF THE COMPANY

    ELECTION OF THREE DIRECTORS OF THE COMPANY Our Board of Directors currently consists of eight 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 generally 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. Two 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 and one Director will be elected at the Annual Meeting to serve a one-year term or until his successor shall have been elected and qualified. On the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated Andrea R. Allon and Bernard B. Banks for election as Directors with a term to expire in 2028 and Daniel K. Rothermel as a Director with a term to expire in 2026. Mr. Rothermel has indicated a desire to remain on the Board of Directors until the 2026 Annual Meeting in order to assist the Board in implementing its succession plan with respect to transitioning his roles as Lead Independent Director and Chair of the Directors Risk Committee and Nominating and Corporate Governance Committee. Mr. Rothermel has notified the Board that, if elected at the 2025 Annual Meeting, he does not intend to seek reelection at the 2026 Annual Meeting. 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. The nominees for Directors with terms expiring in 2028 are:

  2. ELECTION OF THREE DIRECTORS OF THE COMPANY

    | ANDREA R. ALLON | | | ■Age: 63 ■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 served as the Chief Operating Officer of the Chamber of Commerce for Greater Philadelphia, one of the largest and oldest chambers of commerce in the United States, from May 2006 until her retirement in June 2024. Prior to joining the Chamber, Ms. Allon was a Partner of Ernst & Young LLP overseeing audit services provided to public companies primarily in the financial services and technology industries. Ms. Allon spent over 20 years with Ernst & Young in the Philadelphia and New York offices and has also taught accounting and auditing at the college level as an adjunct instructor. Ms. Allon earned her MBA from Columbia University and a Bachelor of Science from the Wharton School of the University of Pennsylvania. Ms. Allon’s long experience in public accounting as well as her experience with the Chamber of Commerce provide the Board with many insights on business, internal controls, and governance matters that are of great value to the Board. |

  3. ELECTION OF THREE DIRECTORS OF THE COMPANY

    | BERNARD B. BANKS | | | ■Age: 61 ■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. |

  4. ELECTION OF THREE DIRECTORS OF THE COMPANY

    The nominee for Director with a term expiring in 2026 is:

  5. ELECTION OF THREE DIRECTORS OF THE COMPANY

    | DANIEL K. ROTHERMEL | | | ■Age: 87 ■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. |

  6. ELECTION OF THREE 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 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 providing effective oversight and challenge of management, orderly succession planning, 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 broad range of experience of our Board, the candidate's independence from conflict or material 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 | 63 | 2025 | ☒ | | Bernard B. Banks | 2022 | Director | 61 | 2025 | ☒ | | Robert J. Buford | 2020 | Director | 76 | 2027 | ☒ | | Robert N. Mackay | 2022 | Director | 52 | 2026 | ☒ | | Daniel K. Rothermel | 2009 | Lead Independent Director | 87 | 2025 | ☒ | | Jay S. Sidhu | 2009 | Director, Chairman and Chief Executive Officer | 73 | 2027 | ☐ (2) | | T. Lawrence Way | 2005 | Director | 76 | 2026 | ☒ | | Steven J. Zuckerman | 2009 | Director | 61 | 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. 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: 63 ■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 served as the Chief Operating Officer of the Chamber of Commerce for Greater Philadelphia, one of the largest and oldest chambers of commerce in the United States, from May 2006 until her retirement in June 2024. Prior to joining the Chamber, Ms. Allon was a Partner of Ernst & Young LLP overseeing audit services provided to public companies primarily in the financial services and technology industries. Ms. Allon spent over 20 years with Ernst & Young in the Philadelphia and New York offices and has also taught accounting and auditing at the college level as an adjunct instructor. Ms. Allon earned her MBA from Columbia University and a Bachelor of Science from the Wharton School of the University of Pennsylvania. Ms. Allon’s long experience in public accounting as well as her experience with the Chamber of Commerce provide the Board with many insights on business, internal controls, and governance matters that are of great value to the Board. |

  13. Board of Directors

    | BERNARD B. BANKS | | | ■Age: 61 ■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: 76 ■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. 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

    | ROBERT N. MACKAY | | | ■Age: 52 ■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. |

  16. Board of Directors

    | DANIEL K. ROTHERMEL | | | ■Age: 87 ■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. |

  17. Board of Directors

    | JAY S. SIDHU | | | ■Age: 73 ■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. |

  18. Board of Directors

    | T. LAWRENCE WAY | | | ■Age: 76 ■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. |

  19. Board of Directors

    | STEVEN J. ZUCKERMAN | | | ■Age: 61 ■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. |

  20. I. Executive Compensation Highlights

    (1) Mr. Watkins was appointed as the Company’s CFO effective as of April 12, 2024. (2) Ms. Leibold’s employment with the Company terminated as of April 10, 2024. Our executive compensation programs are periodically adjusted and refined to support our strategic priorities. The compensation paid to our NEOs in 2024 reflects and rewards their contributions to the Company’s success and continues to demonstrate alignment with the Company’s financial results and the interests of our shareholders. Our CEO’s 2024 target total direct compensation comprises 33% fixed base salary and 67% performance-based incentives that are at-risk and delivered through short-term cash incentives and long-term equity awards. Performance-based short-term incentives were based on three metrics: (1) achieve a minimum Net Interest Margin, tax equivalent (“NIM”) for fourth quarter 2024 of 3.25% (50% weight); (2) maintain immediately available liquidity in excess of uninsured deposits of at least 150% (25% weight); and (3) maintain strong capital levels with a Common Equity Tier 1 (“CET1”) ratio of at least 11.25% (25% weight). During 2024, we continued to provide 100% performance-based long-term incentives, awarded 60% in performance-based restricted stock units (“PBRSUs”) and 40% in RSUs that vest over three years. See page 42 under the heading, “Elements of Executive Compensation” for more details about our performance-based short-term and long-term incentive programs.

  21. 2024 Performance and Strategic Highlights

    2024 Performance and Strategic Highlights In 2024, the Company delivered on its operational and financial strategic goals despite headwinds stemming from higher interest rates and less liquidity in banking systems generally. The Company delivered on its 2024 strategic priorities, which included successfully executing on its deposit franchise transformation by growing total deposits by $926.2 million, up 5.2% year-over-year, and the non-interest bearing demand deposits by $1.2 billion, up 26.8% year-over-year. The Company significantly increased non-interest bearing deposits and maintained robust liquidity throughout 2024 with immediately available liquidity to uninsured deposits, adjusted for collateralized and affiliate deposits, of 159% at December 31, 2024. The Company reported full year 2024 net income to common shareholders of $166.4 million, or $5.09 per diluted share. Full year 2024 core earnings* were $183.1 million, or $5.60 per diluted share. The return on average assets was 0.85% and Core ROAA* was 0.92% for full year 2024. The return on average common equity was 10.4% and Core ROCE* was 11.4% for full year 2024. Full year 2024 NIM was 3.15%. The NIM expanded in the fourth quarter of 2024 primarily driven by improvements in the liability side of the Company’s balance sheet. The Company lowered interest bearing deposit costs and had higher levels of average non-interest bearing deposits with continued momentum from our new deposit focused commercial banking teams and across the Company’s franchise. Total loans and leases increased $1.5 billion, or 11% year-over-year as the Company focused on loan production where we have a holistic and primary relationship in 2024. Asset quality remains exceptional with non-performing assets to total assets of 0.25% at December 31, 2024, while credit reserves remain strong. The allowance for credit losses equaled 316% of non-performing loans at December 31, 2024. The Company also experienced very strong growth in tangible common equity* and tangible book value per share*. The Company’s common equity increased $198.3 million to $1.7 billion at December 31, 2024, up 13% from $1.5 billion at December 31, 2023. Tangible common equity* increased $198.3 million to $1.7 billion at December 31, 2024, up 13% from $1.5 billion at December 31, 2023. The book value per common share increased to $54.20 at December 31, 2024 from $47.73 at December 31, 2023. The tangible book value per common share* increased to $54.08 at December 31, 2024 from $47.61 at December 31, 2023, an increase of 14%. Tangible common equity to tangible assets* (“TCE ratio”) was 7.6% at December 31, 2024. The Company also maintained its strong capital levels with a CET1 ratio at 12.1% at December 31, 2024 compared to 12.2% at December 31, 2023. The total risk-based capital ratio was 14.9% at December 31, 2024. Risk management remains at the core of all of our banking operations. Overall, the Company reported strong financial results in 2024, ranking in the top quartile among peers for several financial metrics including tangible book value growth, return on equity, and held for investment loan growth. To further reinforce the alignment between management incentives and the interests of the Company’s shareholders, 100% of the NEOs short-term incentive compensation was awarded in the form of equity-based awards. We will focus on the following key strategic goals in 2025, which will serve as the metrics for our 2025 short term incentives: 1)Achieve a minimum NIM for 2025 of 3.10% (50% weight) 2)Achieve a Non-Performing Loan (NPL) to Total Loans and Leases Ratio in the top quartile relative to peers (25% weight) 3)Maintain immediately available liquidity in excess of uninsured deposits of at least 150% (25% weight).

  22. 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 LD&CC | | ✓ Conduct annual shareholder outreach | |

  23. III. Elements of Executive Compensation

    III. Elements of Executive Compensation We pay our NEOs in accordance with a pay-for-performance philosophy by providing competitive compensation for demonstrated performance. The LD&CC employs a total compensation approach in establishing executive compensation opportunities, comprising base salary, annual incentive compensation, long-term equity awards (which include performance-based and time-vesting RSUs), competitive benefits and limited perquisites. The Company’s executive compensation program incorporates feedback gathered, from time to time, from investors as well as information on market practices from our independent compensation consultant informed by industry best practices and regulatory requirements. A significant portion of executive incentives are performance based (67% for the CEO, at target) to align with shareholder interests. The following table outlines the major elements of 2024 total compensation for our NEOs:

  24. III. Elements of Executive Compensation

    | | Element | Term | | Strategic Role | | | Fixed | Base Salary | Short Term | • | Only element of target total compensation that is not “at risk”. | | | | | | • | Set within a competitive range of market to attract and retain top talent, although generally somewhat below peer average. | | | | | | • | Reflects scope of responsibility, expertise and experience. | | | | | | • | Foundation from which target incentives are determined. | | | Performance-based | Annual Performance Awards | Short Term | • | Motivate and reward for achieving or exceeding short-term strategic and financial performance metrics that create shareholder value and are aligned with critical success factors and risk management processes. | | | | | | • | Target opportunity for CEO, President and CFO expressed as a percentage of base salary reflective of the NEO’s role (100% for the CEO; 90`% for the President; 50% for the CFO). | | | | | | • | Tied to performance in year for which reported and typically granted in the first quarter following end of performance year. | | | | | | • | Payable in cash and/or stock at the discretion of the LD&CC (100% equity for 2024 vs. preliminary target mix of 75% cash and 25% equity). | | | | Long-Term Incentive Awards | Long Term | • | Motivate and reward for delivering long-term sustained performance aligned with shareholder interests. | | | | | | • | Reinforces retention through multi-year performance metrics and vesting, with meaningful wealth creation opportunity linked to sustained company performance. | | | | | | • | Awards are 100% performance based comprised of the following: | | | | | | | • | 40% time based RSUs (3-year ratable vesting) | | | | | | • | 60% PBRSUs (3-year cliff vesting) | | | | | | • | Stock-based awards granted in December 2024 and future granted awards will continue to vest upon retirement under a “Rule of 65,” defined as the sum of the participant’s age and years of service at the time of termination, with a minimum age of 60 and a minimum of five years of service with the Company. | | 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. | |

  25. Summary of 2024 Compensation Plan

    | Base Salary | | | | | | | | | | Base salaries are paid 100% in cash; both short-term and long-term incentive awards for participating NEOs are determined as a percent of base salary. | | | | | | | | | | Short-Term Annual Incentive Awards | | | | | | | | | | | | | | | Performance Results vs. Targets | | | | | | % of Base Salary | | | | Threshold | Target | Outperform | Maximum | | | Target | Maximum | | < 80% | 80% | 100% | 110% | 120% | | CEO | 100% | 150% (150% of target) | Performance Multiplier | —% | 50% | 100% | 125% | 150% | | President | 90% | 135% (150% of target) | | —% | 50% | 100% | 125% | 150% | | CFO | 50% | 80% (160% of target) | | —% | 50% | 100% | 130% | 160% | | | | | | Linear interpolation is applied for results that fall between achievement levels shown above. | | | | | | Form of Award (Target) | | | | | | | | | | 75% Cash and 25% Time-Based RSUs | | | | | | | | | | Short-Term Performance Metrics | | | | | | | | | | Minimum NIM for fourth quarter 2024 of 3.25% (weighted 50%) | | | | | | | | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% (weighted 25%) | | | | | | | | | | Maintain CET1 ratio of at least 11.25% (weighted 25%) | | | | | | | | | | Long-Term Annual Incentive Awards | | | | | | | | | | | | | | | Performance Results vs. Targets | | | | | | % of Base Salary | | | | Threshold | Target | Outperform | Maximum | | | Target | Maximum | | < 80% | 80% | 100% | 110% | 120% | | CEO | 100% | 150% (150% of target) | Performance Multiplier | —% | 50% | 100% | 125% | 150% | | President | 90% | 135% (150% of target) | | Linear interpolation is applied for results that fall between achievement levels shown above. | | | | | | CFO | 65% | 104% (160% of target) | | | | | | | | Form of Award | | | | | | | | | | •40% Time-Based RSUs | | | | | | | | | | | Scheduled to vest in three equal installments on the first, second, and third anniversaries of the grant date | | | | | | | | | •60% Performance-Based PBRSUs | | | | | | | | | | | Long-Term Performance Metrics | | | | | | | | | | Three-year Relative Total Shareholder Return (weighted 33%) | | | | | | | | | | Three-year Relative Return on Average Common Equity (weighted 33%) | | | | | | | | | | Three-year Relative Average Non-Performing Assets to Total Assets (weighted 34%) | | | | | | | |

  26. Short-Term Annual Incentive Awards

    Short-Term Annual Incentive Awards The LD&CC defines performance measures and goals for three of our NEOs. 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 target for the CEO and the President, and up to 160% for the CFO. Predetermined performance measures, as well as minimum, target and maximum thresholds, support the Company’s strategic initiatives and create accountability for the NEOs to ensure incentives are tied to our financial and strategic success. For 2024, target and maximum annual incentive opportunities were as follows, and unchanged from 2023:

  27. Short-Term Annual Incentive Awards

    | Position | Target (% of base salary) | Maximum (% of base salary) | | CEO | 100% | 150% (150% of target) | | President | 90% | 135% (150% of target) | | CFO | 50% | 80% (160% of target) |

  28. Short-Term Annual Incentive Awards

    The CFO targets shown above were approved by the LD&CC for Ms. Leibold in her role as CFO, which terminated on April 10, 2024. The LD&CC reviewed and approved the 2024 short-term incentive award for Mr. Watkins using the target and maximum annual incentive opportunities shown above in light of his appointment as the Company’s CFO effective as of April 12, 2024.

  29. 2024 Performance Metrics and Results

    2024 Performance Metrics and Results Three performance goals were chosen in 2024 because of their alignment with near-term achievements that are expected to drive shareholder value over the long-term. •Achieve a minimum NIM for fourth quarter 2024 of 3.25%. The fourth quarter 2024 NIM 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. •Maintain immediately available liquidity in excess of uninsured deposits of at least 150%. 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 in 2023. •Maintain strong capital levels with a CET1 ratio of at least 11.25%. 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. The performance measures utilized in 2024 are summarized below:

  30. 2024 Performance Metrics and Results

    | Metric | Weighting | Threshold | Target | Outperform | Maximum | Results | | Achieve a minimum NIM for fourth quarter 2024 of 3.25% | 50% | 2.6% | 3.25% | 3.575% | 3.9% | 3.11% | | | | (80%) | (100%) | (110%) | (120%) | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% | 25% | 120% | 150% | 165% | 180% | 159% | | | | (80%) | (100%) | (110%) | (120%) | | | Maintain strong capital levels with a CET1 ratio of at least 11.25% | 25% | 9% | 11.25% | 12.375% | 13.5% | 12.09% | | | | (80%) | (100%) | (110%) | (120%) | |

  31. Determination of Weighted Performance Multiplier for Each Performance Metric

    | | | Performance Results vs. Target | | | | | | | Threshold | Target | Outperform | Maximum | | | | (80%) | (100%) | (110%) | (120%) | | Short-Term Incentive Performance Multiplier | CEO | 50% | 100% | 125% | 150% | | | President | 50% | 100% | 125% | 150% | | | CFO | 50% | 100% | 130% | 160% | | Linear interpolation is applied for results that fall between two achievement levels shown above. | | | | | |

  32. Determination of Weighted Performance Multiplier for Each Performance Metric

    Unweighted performance multipliers for each of the three goals was as follows: •Achieve a minimum NIM for fourth quarter 2024 of 3.25%. The NIM for fourth quarter 2024 was 3.11%, below the 3.25% target and in excess of the threshold of 2.6% (80% of target). Performance results are interpolated on a straight-line basis between the threshold and target, resulting in an unweighted NIM performance multiplier of 89.23% for all NEOs. •Maintain immediately available liquidity in excess of uninsured deposits of at least 150%. Immediately available liquidity of $9.1 billion, which includes cash on hand plus committed borrowing capacity at the FHLB and FRB, was 159% of uninsured deposits of $7.3 billion, adjusted for collateralized and affiliate deposits of $1.6 billion, at December 31, 2024. This result was above the 150% target and below the Outperform threshold of 165% (110%), resulting in an unweighted liquidity performance multiplier of 115.00% for the CEO and President, and 118.00% for the CFO. •Maintain strong capital levels with a CET1 ratio of at least 11.25%. Our CET1 ratio was 12.09% at December 31, 2024, above the 11.25% target and below the Outperform threshold of 12.375% (110% of target), resulting in unweighted CET1 performance multiplier of 118.67% for the CEO and President, and 122.40% for the CFO.

  33. 2024 Earned Bonuses

    2024 Earned Bonuses The formula for calculating each NEO’s short-term incentive payout consists of the product of the following: •Each NEO’s Target Short-Term Incentive Award, which is set by the LD&CC as a specified % of base salary •The weighted performance multiplier applicable to each NEO, which is calculated based on the individual, unweighted performance multipliers for each short-term performance metric (i.e., NIM, Liquidity and CET1) Weighted short-term incentive performance multipliers for 2024 NEO payouts were determined as follows:

  34. 2024 Earned Bonuses

    | | CEO & President | | | CFO | | | | | Performance Multiplier | Weighting | CEO & President | Performance Multiplier | Weighting | CFO | | NIM | 89.23% | x 50% = | 44.61% | 89.23% | x 50% = | 44.61% | | Liquidity | 115.00% | x 25% = | 28.75% | 118.00% | x 25% = | 29.50% | | CET1 | 118.67% | x 25% = | 29.67% | 122.40% | x 25% = | 30.60% | | Weighted Performance Multiplier | | | 103.03% | | | 104.72% |

  35. 2024 Earned Bonuses

    Based upon the actual performance versus the NIM, Liquidity and CET1 goals discussed above, the LD&CC authorized payouts to the three eligible executives as outlined in the table below. In exercising discretion to determine the actual amount of each NEO’s 2024 payout, the LD&CC rounded the amount of the calculated short-term incentive up or down to the nearest $100 and determined that 100% of the incentive award for the CEO, President and CFO is payable in the form of RSUs scheduled to vest in three equal installments over three years. This is the seventh consecutive year in which the annual performance award for the CEO was paid entirely in the form of RSUs.

  36. 2024 Earned Bonuses

    | Executive | Annualized Base Salary (1) ($) | STI Target % of Salary (%) | STI at Target ($) | Weighted STI Perf. Mult. (%) | Calculated STI Payout (2) ($) | Payable in RSUs (3) ($) | Payable in Cash ($) | | Jay S. Sidhu | 850,000 | 100% | 850,000 | 103.03% | 875,800 | 875,800 | — | | Sam Sidhu | 725,000 | 90% | 652,500 | 103.03% | 672,300 | 672,300 | — | | Philip S. Watkins | 425,000 | 50% | 212,500 | 104.72% | 222,500 | 222,500 | — |

  37. 2024 Earned Bonuses

    (1)Salaries for Messrs. Jay Sidhu and Sam Sidhu were increased from $825,000 to $850,000 and $690,000 to $725,000, respectively, effective April 1, 2024. Mr. Watkin’s salary was increased to $425,000 effective April 12, 2024, to align with the timing of his promotion to CFO. (2)Calculated STI Payouts are rounded to the nearest $100. (3)RSUs underlying the values shown in the table above were granted on March 14, 2025. These RSUs will be reported as 2025 Stock Awards in the 2026 Proxy Statement.

  38. Annual Incentives for Other NEOs

    Annual Incentives for Other NEOs Mr. Cunningham received $625,000 for his 2024 annual incentive award, which was awarded 100% in the form of RSUs that are scheduled to vest in three equal installments on the first, second and third anniversaries of the grant date. Mr. Cunningham also received stock options with a grant date fair value of $94,159 that are scheduled to vest 100% on the fifth anniversary of the grant date. Mr. Kasulka received $425,000 for his 2024 annual incentive award, which was awarded 100% in the form of RSUs that are scheduled to vest in three equal installments on the first, second and third anniversaries of the grant date. Mr. Kasulka also received stock options with a grant date fair value of $64,037 that are scheduled to vest 100% on the fifth anniversary of the grant date. The RSUs and stock options granted to Messrs. Cunningham and Kasulka were awarded at the discretion of the LD&CC, reflecting feedback from the CEO and consideration of individual, business and overall Company financial performance including Company performance against peers. In 2024, the Company reported strong financial results, ranking in the top quartile among peers for several financial metrics including tangible book value growth, return on equity, and held for investment loan growth.. Despite the strong financial results, to further align management incentives with those of the Company's shareholders, 100% of the NEOs short-term incentive compensation was awarded in the form of equity-based awards. The RSUs and stock options for Messrs. Cunningham and Kasulka were granted on December 19, 2024, and are therefore reported as 2024 Stock Awards, the year in which it was granted, in this Proxy Statement.

  39. 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 LD&CC 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:

  40. 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% |

  41. Long-Term Equity Incentives

    •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 (“ROACE”) 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:

  42. Long-Term Equity Incentives

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

  43. 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 6, 2024.

  44. 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 | 746,755 | 25,245 | 1,241,759 | | Sam Sidhu | 7,601 | 372,601 | 11,402 | 562,125 | 19,003 | 934,726 |

  45. 2023 Long-Term Equity Incentives Granted in 2024

    (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 14 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2024.

  46. 2024 Long-Term Equity Incentives Granted in 2025

    2024 Long-Term Equity Incentives Granted in 2025 The following table shows the 2024 long-term equity incentive awards granted to the following NEOs on April 8, 2025, which reflected the targeted amounts and maximums for the CEO and the President as described above under the section titled, “Summary of 2024 Compensation Plan”.

  47. 2024 Long-Term Equity Incentives Granted in 2025

    | | 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 | 11,135 | 476,021 | 16,702 | 714,011 | 27,837 | 1,190,032 | | Sam Sidhu | 8,548 | 365,427 | 12,822 | 548,141 | 21,370 | 913,568 | | Philip S. Watkins | 3,878 | 165,785 | 5,816 | 248,634 | 9,694 | 414,419 |

  48. 2024 Long-Term Equity Incentives Granted in 2025

    (1) Grant date fair values and number of units awarded are estimated using the $42.75 closing price of Customers Bank common stock on the grant date, April 8, 2025. The actual number of units awarded will be based on the fair market value on the grant date. The LD&CC expects to continue to review and approve long-term equity incentive awards annually in April. In December 2024, the LD&CC approved that future granted equity-based awards would continue to vest upon retirement under a “Rule of 65.” The “Rule of 65” retirement is defined as the sum of a participant’s age and years of service at the time of termination, with a minimum age 60 and a minimum five years of service with the Company.

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

    Another View of Pay and Performance Alignment: Realizable Pay In addition to the TSR chart shown above, we believe shareholders should also understand how much of that target compensation value is actually “realizable” by executives. The realizable equity value shown in the chart below further demonstrates the alignment between pay and performance underlying our executive pay programs. As shown, over the past three years, our CEO received RSUs with a grant date fair value of approximately $7.3 million. The actual value that our CEO may ultimately realize from these equity awards upon vesting and settlement is higher than the target value, in direct alignment with the increase in the Company’s stock price and added 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 2024 fiscal year, including the intrinsic value of long-term incentive plan components, as valued on December 31, 2024 (the last trading day of fiscal year 2024) using the year-end share price of $48.68 per share.

  50. Required Pay Versus Performance Disclosure

    Required Pay Versus Performance Disclosure See page 70 under the heading, “Pay Versus Performance” for additional information about the relationship between executive compensation actually paid and certain financial performance of the Company as required by Item 402(v) of Regulation S-K.

  51. Ongoing Shareholder Engagement and Our Response

    | What We Heard | What We Do | | | Demonstrate how pay and performance are aligned over time | • We utilize 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 RSUs with a 60/40 performance/time-based vesting mix. • Our CD&A disclosure highlights how performance affects pay outcomes. | | | Overlapping/inappropriate selection of performance metrics for short-term and long-term awards | •Our 2024 Compensation Plan incorporates the following short-term and long-term performance metrics, along with the targeted and maximum amounts that can be earned by participating NEOs. | | | | STI | LTI | | | Achieve a minimum NIM for fourth quarter 2024 of 3.25% (50%) | 3-Year Relative TSR (33%) | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% (25%) | 3-Year Relative ROACE (33%) | | | Maintain strong capital levels with a CET1 ratio of at least 11.25% (25%) | 3-Year Relative Average Non-Performing Assets to Total Assets (34%) | | Concerns regarding severance paid upon voluntary retirement | • The Company maintains 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 disclose detailed performance goals in our Proxy Statement along with the actual achievement and how it informs incentive payouts for the NEOs. | | | Frequent evaluation of compensation practices might be valuable | • The Company is 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 anticipate smaller, more frequent requests to increase to the shares available under our stock incentive plan(s). | | | Desire for equity ownership among management | • We maintain stock ownership guidelines to align our executives with shareholder interests.. | | | 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 | • Activities of our Leadership Development and Compensation Committee are governed by a written charter that include oversight of management’s human capital management, including but not limited to those relating to leadership development, talent recruiting, progression, engagement and retention. | |

  52. Compensation Consultant

    Compensation Consultant The LD&CC retained the services of an independent compensation consultant, Aon, to assist with executive compensation planning and analysis in 2024. Aon serves at the request of, and reports directly to, the LD&CC. The LD&CC has the sole authority to engage an independent compensation consultant and approve their fees and the other terms of the engagement. The LD&CC considered the independence of Aon in light of SEC rules and NYSE listing standards. The LD&CC 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 LD&CC; (v) any Company stock owned; and (vi) any business or personal relationships between our executive officers and the senior advisors. The LD&CC discussed these considerations and concluded that the work performed by Aon involved in the engagement did not raise any conflict of interest.

  53. Peer Groups

    Peer Groups The LD&CC refers to a comparative group of companies when evaluating executive compensation. At least annually, the LD&CC evaluates the peer group for suitability and modifies the peer group as needed. Our LD&CC 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 LD&CC 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 compensation decisions includes the following: •Size - publicly owned banks of comparative asset size between $12 billion and $40 billion, from approximately 0.5x to 2.0x our total assets, excluding the Small Business Administration’s Paycheck Protection Program (“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. The peer group used for compensation decisions was approved by the LD&CC in March 2022 and was not changed during 2024 except that Silvergate Capital Corp. was removed following its liquidation in 2023. Our peer group comprises the following companies.

  54. 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) | WSFS Financial Corp. | Sandy Spring Bancorp, Inc. (2) | | Ameris Bancorp (1) | | |

  55. 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) Sandy Spring Bancorp, Inc. was acquired by Atlantic Union Bankshares Corporation on April 1, 2025.

  56. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are discretionary and are generally granted to our NEOs in March and April following each fiscal year end. In certain circumstances, including the hiring or promotion of an officer, the LD&CC may approve grants to be effective at other times. Eligible employees, including our NEOs, may also voluntarily enroll in the employee stock purchase plan to purchase shares at a discount using payroll deductions accumulated during the prior three-month period. Purchase dates under the employee stock purchase plan are generally the earliest trading day after the last pay date in the calendar quarter. In response to Item 402(x)(1) of Regulation S-K, we do not grant awards of stock options, stock appreciation rights, similar option-like instruments or other equity awards in anticipation of the release of material, nonpublic information, nor do we time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE on the date of the grant, except that if the grant date falls on a non-trading day, then the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant. In 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.

  57. 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 a supplemental executive retirement plan for the benefit of Mr. Sam Sidhu. On April 27, 2022, we entered into a supplemental executive retirement plan for the benefit of Mr. Cunningham. On November 22, 2024, we entered into a supplemental executive retirement plan for the benefit of Mr. Kasulka. 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. Ms. Leibold is no longer employed by the Company and forfeited her unvested benefits under the SERP upon termination of her employment. The SERPs for Messrs. Sam Sidhu, Cunningham and Kasulka 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 Messrs. Sam Sidhu, Cunningham and Kasulka 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 final amounts payable under the SERPs for Messrs. Sam Sidhu and Cunningham have not been determined, since these amounts will generally be based on the account value of annuities purchased by the Company. The amount payable under the SERP for Mr. Kasulka is $150,000 per year.

  58. 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 is entitled to 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. 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 January 22, 2020, we entered into an employment agreement with Mr. Sam Sidhu with a three year term that 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, equity or both and in such amounts as determined by the Board of Directors in accordance with incentive programs developed for him. 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. Cunningham does not have an employment agreement with us providing for compensation in connection with a separation of service. On May 1, 2019, we entered into a Change of Control Agreement with Mr. Cunningham under which 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 would be entitled to a single lump sum payment, subject to tax withholding obligations, equal to (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. Messrs. Watkins and Kasulka do not have an employment agreement with us providing for compensation in connection with a separation of service or a change of control. Prior to her termination, we had 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 was for two years and was annually extended for another year commencing on the one-year anniversary of the effective date thereof unless Ms. Leibold or we gave notice to the contrary. Ms. Leibold received a minimum base salary, plus incentive compensation in cash or equity or both and in such amounts as determined by the Board of Directors.

  59. Named Executive Officer Agreements

    Ms. Leibold was 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. In connection with termination of Ms. Leibold’s employment, Ms. Leibold and the Company entered into a letter agreement, dated April 25, 2024, pursuant to which Ms. Leibold received $2,500,000, payable in equal installments according to the Company’s regular payroll schedule for the two-year period following April 10, 2024. Ms. Leibold did not receive any other severance compensation under her employment agreement upon her termination, and the letter agreement, dated April 25, 2024, expressly provided for the termination of her SERP benefits and the split dollar life insurance agreement, as well as the forfeiture of all her unvested equity.

  60. Summary Compensation Table (12)

    Summary Compensation Table (12)

  61. Summary Compensation Table (12)

    | Executive | Year | Salary ($) (10) | Non-Equity Incentive Plan Compensation ($) | Stock Awards ($) (7) | Option Awards ($) (8) | All Other Compensation ($) (9) | Total ($) | | Jay S. Sidhu Chairman & Chief Executive Officer | 2024 | 843,269 | —(1) | 2,479,286 | — | 40,094 | 3,362,649 | | | 2023 | 778,788 | —(1) | 2,891,317 | — | 91,406 | 3,761,511 | | | 2022 | 736,000 | —(1) | 1,884,160 | — | 28,754 | 2,648,914 | | Sam Sidhu Vice Chair & President | 2024 | 715,577 | —(2) | 1,493,600 | — | 102,849 | 2,312,026 | | | 2023 | 643,269 | 372,600(2) | 1,648,466 | — | 54,604 | 2,718,939 | | | 2022 | 535,577 | 300,000(2) | 874,000 | — | 50,256 | 1,759,833 | | Philip S. Watkins (11) EVP, Chief Financial Officer | 2024 | 410,673 | —(3) | 210,012 | — | 13,591 | 634,276 | | Lyle P. Cunningham EVP, Chief Banking Officer | 2024 | 418,269 | —(4) | 1,050,062 | 94,159 | 246,911 | 1,809,401 | | | 2023 | 388,462 | 200,000(4) | 490,845 | — | 230,485 | 1,309,792 | | | 2022 | 340,712 | 160,000(4) | 210,000 | — | 158,063 | 868,775 | | Thomas H. Kasulka EVP, Chief Credit Officer | 2024 | 425,000 | —(5) | 575,004 | 64,037 | 284,223 | 1,348,264 | | Carla A. Leibold Former EVP, Chief Financial Officer | 2024 | 132,600 | —(6) | 212,197 | — | 2,522,028 | 2,866,825 | | | 2023 | 433,173 | 141,440(6) | 1,257,644 | — | 145,892 | 1,978,149 | | | 2022 | 412,116 | —(6) | 736,000 | — | 130,341 | 1,278,457 |

  62. Summary Compensation Table (12)

    (1)Mr. Jay Sidhu earned a bonus of $875,800 for 2024, all of which was received in RSUs in 2025, and will be reported as 2025 Stock Awards in the 2026 Proxy Statement. Mr. Jay Sidhu earned a bonus of $1,237,500 for 2023, all of which was received in RSUs in 2024 and is reported as 2024 Stock Awards in the above table. Mr. Jay Sidhu earned a bonus of $880,472 for 2022, all of which was received in RSUs in 2023 and is reported as 2023 Stock Awards in the above table. (2)Mr. Sam Sidhu earned a bonus of $672,300 for 2024, all of which was received in RSUs in 2025, and will be reported as 2025 Stock Awards in the 2026 Proxy Statement. 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 RSUs in 2024 and is reported as 2024 Stock Awards in the above table. 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 RSUs in 2023 and is reported as 2023 Stock Awards in the above table. (3)Mr. Watkins earned a bonus of $222,500 for 2024, all of which was received in RSUs in 2025, and will be reported as 2025 Stock Awards in the 2026 Proxy Statement. (4)Mr. Cunningham earned a bonus of $625,000 for 2024, all of which was received in RSUs in 2024, and is reported as 2024 Stock Awards in the above table. Mr. Cunningham also received stock options equal to 25% of the number of RSUs awarded and reported in the above table as Option Awards. The grant date fair value of stock options awarded is $94,159 based on the Black-Scholes value of $28.31 on the date of grant. Mr. Cunningham earned a bonus of $625,000 for 2023, of which $200,000 was received in cash and $425,000 was received in RSUs in 2024 and is reported as 2024 Stock Awards in the above table. Mr. Cunningham earned a bonus of $400,000 for 2022, of which $160,000 was received in cash and $240,000 was received in RSUs in 2023 and is reported as 2023 Stock Awards in the above table. (5)Mr. Kasulka earned a bonus of $425,000 for 2024, all of which was received in RSUs in 2024, and is reported as 2024 Stock Awards in the above table. Mr. Kasulka also received stock options equal to 25% of the number of RSUs awarded and reported in the above table as Option Awards. The grant date fair value of stock options awarded is $64,037 based on the Black-Scholes value of $28.31 on the date of grant. (6)Ms. Leibold earned a bonus of $353,600 for 2023, of which $141,440 was received in cash and $212,160 was received in RSUs in 2024, and is reported as 2024 Stock Awards in the above table. 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 RSUs in 2023 and is reported as 2023 Stock Awards in the above table. (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 6 above. The grant date fair values have been determined based on the assumptions and methodologies set forth in our 2024 financial statements (NOTE 14 - 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 PBRSUs granted during 2024, the maximum potential value that can be earned is as follows: Mr. Jay Sidhu - $1,120,133, Mr. Sam Sidhu - $843,113. (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 2024 financial statements (NOTE 14 - SHARE-BASED COMPENSATION PLANS). (9) The amounts set forth as “All Other Compensation” are detailed below: –employer matching contributions paid under our 401(k) Retirement Savings and Profit Sharing Plan to Messrs. Jay Sidhu, Sam Sidhu, Watkins, Cunningham, Kasulka and Ms. Leibold; –country club memberships for Messrs. Jay Sidhu and Sam Sidhu; –reimbursed expenses of $35,000 related to a book publication for Mr. Jay Sidhu for 2023; –the cost of executive physical exams for each of Messrs. Jay Sidhu, Sam Sidhu, Cunningham and Ms. Leibold for 2023; –we provide Messrs. Jay Sidhu and Sam Sidhu with automobiles which they primarily use for business purposes; –the value attributable to personal use of automobiles for Messrs. Jay Sidhu, Sam Sidhu and Cunningham; –company SERP contributions for Messrs. Sam Sidhu, Cunningham and Kasulka for 2024 and for Messrs. Sam Sidhu, Cunningham and Ms. Leibold for 2023 and 2022; –company paid membership premiums for personalized healthcare insurance for Mr. Sam Sidhu; –imputed income for financial planning services provided to Messrs. Sam Sidhu and Watkins; –imputed income from split dollar life insurance plans for Messrs. Sam Sidhu and Cunningham for 2024 and 2023 and Ms. Leibold for 2023. –imputed income from premiums paid for the executive life insurance policies for Messrs. Sam Sidhu, Watkins, Cunningham, Kasulka and Ms. Leibold for 2024 and Messrs. Sam Sidhu, Cunningham and Ms. Leibold for 2023; –payment of unused paid time off to Ms. Leibold; and –a severance benefit in the amount of $2,500,000 for Ms. Leibold that will be paid in equal installments per the Company’s regular payroll schedule for a two-year period following her separation from the Company on April 10, 2024. (10) Amounts shown in this column consist of base salary paid during the year on a bi-weekly basis. (11) Mr. Watkins did not qualify as an NEO in one or more previous years; therefore, disclosure of his compensation for such prior years is not required. (12) The column “Change in Pension Value and Non-qualified Deferred Compensation Earnings” was intentionally omitted from this table since the NEOs do not participate in a pension benefit.

  63. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information regarding awards granted to each of our NEOs during 2024. Sixty percent of the RSUs issued on April 12, 2024 to Messrs. Jay Sidhu and Sam Sidhu are subject to additional performance-based vesting criteria consistent with the compensation plan implemented in 2018 and forty percent are time-vested. The CD&A includes additional information regarding the incentive awards made to NEOs and our share based compensation programs. In December 2024, the LD&CC approved that future granted equity-based awards for all participants would continue to vest upon retirement under a “Rule of 65.” The “Rule of 65” retirement is defined as the sum of a participant’s age and years of service at the time of termination, with a minimum age 60 and a minimum five years of service with the Company.

  64. Grants of Plan Based Awards

    | | | | Estimated Future Payouts Under Non Equity Incentive Plan Awards | | | 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 ($/Share) | Grant date fair value of stock and option awards ($) (1) | | Executive | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jay S. Sidhu | STI(2) | | 425,000 | 850,000 | 1,275,000 | | | | | | | | | | RSU | 3/15/2024 | | | | | | | 24,920 | — | — | 1,237,527 | | | PB RSU | 4/12/2024 | | | | | | | 10,098 | — | — | 495,004 | | | PB RSU(3) | 4/12/2024 | | | | 7,574 | 15,147 | 22,721 | — | — | — | 746,755 | | Sam Sidhu | STI(4) | | 326,250 | 652,500 | 978,750 | | | | | | | | | | RSU | 4/1/2024 | | | | | | | 11,255 | — | — | 558,923 | | | PB RSU | 4/12/2024 | | | | | | | 7,601 | — | — | 372,601 | | | PB RSU(3) | 4/12/2024 | | | | 5,701 | 11,402 | 17,102 | — | — | — | 562,125 | | Philip S. Watkins | STI(5) | | 106,250 | 212,500 | 340,000 | | | | | | | | | | RSU | 3/15/2024 | | | | | | | 4,229 | — | — | 210,012 | | Lyle P. Cunningham | RSU | 3/15/2024 | | | | | | | 8,559 | — | — | 425,040 | | | RSU(6) | 12/19/2024 | | | | | | | 13,304 | — | — | 625,022 | | | Option(7) | 12/19/2024 | | | | | | | — | 3,326 | 46.98 | 94,159 | | Thomas H. Kasulka | RSU(8) | 2/23/2024 | | | | | | | 2,848 | — | — | 149,976 | | | RSU(9) | 12/19/2024 | | | | | | | 9,047 | — | — | 425,028 | | | Option(10) | 12/19/2024 | | | | | | | — | 2,262 | 46.98 | 64,037 | | Carla A. Leibold | RSU(11) | 3/15/2024 | | | | | | | 4,273 | — | — | 212,197 |

  65. Grants of Plan Based Awards

    (1)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, 2024. (2)Mr. Jay Sidhu earned a bonus of $875,800 for 2024, all of which was received in RSUs in 2025, and will be reported as a 2025 Stock Award in the 2026 Proxy Statement. (3)Represents the grant date fair value of PBRSUs at target to Messrs. Jay Sidhu and Sam Sidhu. These awards vest three years after the date of grant based on three metrics of performance, including: relative TSR, relative ROACE and relative average non-performing assets to total assets. (4)Mr. Sam Sidhu earned a bonus of $672,300 for 2024, all of which was received in RSUs in 2025, and will be reported as a 2025 Stock Award in the 2026 Proxy Statement. (5)Mr. Watkins earned a bonus of $222,500 for 2024, all of which was received in RSUs in 2025, and will be reported as a 2025 Stock Award in the 2026 Proxy Statement. (6)Mr. Cunningham earned a bonus of $625,000 for 2024, all of which was received in RSUs in 2024, and is reported as a 2024 Stock Award in the 2025 Proxy Statement. (7)Mr. Cunningham received an award of $94,159 in the form of stock options with a grant date fair market value based on a Black-Scholes value of $28.31 per share, and is reported as a 2024 Stock Award in the 2025 Proxy Statement. (8)Mr. Kasulka received an equity award of $150,000 in the form of RSUs in 2024, in connection with his offer of employment, and is reported as a 2024 Stock Award in the 2025 Proxy Statement. (9)Mr. Kasulka earned a bonus of $425,000 for 2024, all of which was received in RSUs in 2024, and is reported as a 2024 Stock Award in the 2025 Proxy Statement. (10)Mr. Kasulka received an award of $64,037 in the form of stock options with a grant date fair market value based on a Black-Scholes value of $28.31 per share, and is reported as a 2024 Stock Award in the 2025 Proxy Statement. (11)The grant awarded to Ms. Leibold in 2024 was cancelled when her employment was terminated as of April 10, 2024.

  66. 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, 2024, 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.

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

    | | | Option Awards | | | | Stock Awards | | | Executive | Grant Date | 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 | 4/12/2024 | — | — | — | — | 15,147(2) | 737,356 | | | 4/12/2024 | — | — | — | — | 10,098(3) | 491,571 | | | 3/15/2024 | — | — | — | — | 24,920(4) | 1,213,106 | | | 4/6/2023 | — | — | — | — | 34,417(5) | 1,675,420 | | | 4/6/2023 | — | — | — | — | 15,297(6) | 744,658 | | | 4/4/2023 | — | — | — | — | 33,832(7) | 1,646,942 | | | 1/5/2023 | — | — | — | — | 3,717(8) | 180,944 | | | 4/7/2022 | — | — | — | — | 13,209(9) | 643,014 | | | 4/7/2022 | — | — | — | — | 2,935(10) | 142,876 | | | 3/22/2022 | — | — | — | — | 5,130(11) | 249,728 | | | 12/20/2017 | 500,000(18) | — | 26.65 | 12/20/2027 | — | — | | | 7/26/2017 | 120,000(19) | — | 28.24 | 7/26/2027 | — | — | | Sam Sidhu | 4/12/2024 | — | — | — | — | 11,401(2) | 555,001 | | | 4/12/2024 | — | — | — | — | 7,601(3) | 370,017 | | | 3/15/2024 | — | — | — | — | 11,255(4) | 547,893 | | | 4/6/2023 | — | — | — | — | 24,757(5) | 1,205,171 | | | 4/6/2023 | — | — | — | — | 11,003(6) | 535,626 | | | 4/4/2023 | — | — | — | — | 11,528(7) | 561,183 | | | 1/5/2023 | — | — | — | — | 3,717(8) | 180,944 | | | 4/7/2022 | — | — | — | — | 6,518(9) | 317,296 | | | 4/7/2022 | — | — | — | — | 1,449(10) | 70,537 | | | 3/22/2022 | — | — | — | — | 2,207(11) | 107,437 | | | 4/28/2021 | — | 250,000(13) | 32.78 | 4/28/2031 | — | — | | | 2/24/2021 | — | 250,000(12) | 28.37 | 2/24/2031 | — | — | | | 1/22/2020 | — | — | — | — | 300,000(22) | 14,604,000 | | Philip S. Watkins | 3/15/2024 | — | — | — | — | 4,229(4) | 205,868 | | | 10/24/2023 | — | — | — | — | 16,667(14) | 811,350 | | | 4/4/2023 | — | — | — | — | 6,341(7) | 308,680 | | | 1/5/2023 | — | — | — | — | 3,717(8) | 180,944 | | | 3/22/2022 | — | — | — | — | 697(11) | 33,930 | | | 2/24/2021 | — | 20,000(12) | 28.37 | 2/24/2031 | — | — | | Lyle P. Cunningham | 12/19/2024 | — | 3,326(15) | 46.98 | 12/19/2034 | — | — | | | 12/19/2024 | — | — | — | — | 13,304(16) | 647,639 | | | 3/15/2024 | — | — | — | — | 8,559(4) | 416,652 | | | 4/4/2023 | — | — | — | — | 9,222(7) | 448,927 | | | 1/5/2023 | — | — | — | — | 3,717(8) | 180,944 | | | 3/22/2022 | — | — | — | — | 1,220(11) | 59,390 | | | 2/24/2021 | — | 10,000(12) | 28.37 | 2/24/2031 | — | — | | | 3/14/2019 | 5,123(20) | — | 19.28 | 3/14/2029 | — | — | | Thomas H. Kasulka | 12/19/2024 | — | 2,262(15) | 46.98 | 12/19/2034 | — | — | | | 12/19/2024 | — | — | — | — | 9,047(16) | 440,408 | | | 2/23/2024 | — | — | — | — | 2,848(17) | 138,641 | | | 12/5/2023 | — | — | — | — | 2,587(21) | 125,935 |

  68. 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, 2024, the closing market price of our Voting Common Stock, as listed on the NYSE, was $48.68. | | (2) Represents the number of PBRSUs granted at target payout. PBRSUs vest on the third anniversary of the date of grant (April 12, 2027) and are subject to certain performance criteria. | | (3) The RSUs vest annually in thirds on the anniversary of the date of grant (April 12, 2025, 2026 and 2027). At December 31, 2024, the entire grant was unvested. | | (4) The RSUs vest annually in thirds on the anniversary of the date of grant (March 15, 2025, 2026 and 2027). At December 31, 2024, the entire grant was unvested. | | (5) Represents the number of PBRSUs granted at target payout. The PBRSUs vest on the third anniversary of the date of grant (April 6, 2026) and are subject to certain performance criteria. | | (6) The RSUs vest annually in thirds on the anniversary of the date of grant (April 6, 2024, 2025 and 2026). At December 31, 2024, two-thirds of the grant was unvested. | | (7) The RSUs vest annually in thirds on the anniversary of the date of grant (April 4, 2024, 2025 and 2026). At December 31, 2024, two-thirds of the grant was unvested. | | (8) The RSUs vest annually in thirds on the anniversary of the date of grant (January 5, 2024, 2025 and 2026). At December 31, 2024, two-thirds of the grant was unvested. | | (9) Represents the number of PBRSUs granted at target payout. The PBRSUs vest on the third anniversary of the date of grant (April 7, 2025) and are subject to certain performance criteria. | | (10) The RSUs vest annually in thirds on the anniversary of the date of grant (April 7, 2023, 2024 and 2025). At December 31, 2024, one-third of the grant was unvested. | | (11) The RSUs vest annually in thirds on the anniversary of the date of grant (March 22, 2023, 2024 and 2025). At December 31, 2024, one-third of the grant was unvested. | | (12) The stock options vest on the fifth anniversary of the date of grant (February 24, 2026). | | (13) The stock options vest on the fifth anniversary of the date of grant (April 28, 2026). | | (14) The RSUs vest annually in thirds on the anniversary of the date of grant (October 24, 2024, 2025 and 2026). At December 31, 2024, two-thirds of the grant was unvested. | | (15) The stock options vest on the fifth anniversary of the date of grant (December 19, 2029). | | (16) The RSUs vest annually in thirds on the anniversary of the date of grant (December 19, 2025, 2026 and 2027). At December 31, 2024, the entire grant was unvested. | | (17) The RSUs vest annually in thirds on the anniversary of the date of grant (February 23, 2025, 2026 and 2027). At December 31, 2024, the entire grant was unvested. | | (18) The stock options vest on the fifth anniversary of the grant date (December 20, 2022) subject to the condition that the market price of our Voting Common Stock traded at or above $40 per share for any ten days during the 5-year period from the grant date to the vesting date. | | (19) The stock options vest on the fifth anniversary of the grant date (July 26, 2022) subject to the condition that the market price of our Voting Common Stock traded at or above $40 per share for any ten days during the 5-year period from the grant date to the vesting date. | | (20) The stock options vested annually in thirds on the anniversary of the date of grant (March 14, 2020, 2021 and 2022). | | (21) The RSUs vest annually in thirds on the anniversary of the date of grant (December 5, 2024, 2025 and 2026). At December 31, 2024, two-thirds of the grant was unvested. | | (22) The PBRSUs vest on the fifth anniversary of the date of grant (January 22, 2025) and are subject to certain performance criteria. |

  69. 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, 2024.

  70. 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 | — | — | 70,732 | 3,593,973 | | Sam Sidhu | — | — | 29,712 | 1,509,929 | | Philip S. Watkins | — | — | 14,300 | 683,208 | | Lyle P. Cunningham | — | — | 7,688 | 390,152 | | Thomas H. Kasulka | — | — | 1,293 | 71,167 | | Carla A. Leibold (1) | — | — | 28,185 | 1,432,792 |

  71. Option Exercises and Stock Vesting

    (1) Ms. Leibold’s employment with the Company terminated as of April 10, 2024.

  72. Pension Benefits

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

  73. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The following Non-qualified Deferred Compensation table summarizes activity during 2024 and the account balance as of December 31, 2024 for our non-qualified defined contribution plans that provide for the deferral of compensation.

  74. Non-qualified Deferred Compensation

    | | Executive Contributions in Last FY ($) | Registrant Contribution in Last FY ($) (1,3) | Aggregate Earnings (Losses) in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FY ($) | | Executive | | | | | | | Jay S. Sidhu (2) | — | — | 1,162,279 | — | 8,436,710 | | Sam Sidhu | — | 35,709 | — | — | 121,497 | | Lyle P. Cunningham | — | 218,766 | — | — | 572,428 | | Thomas H. Kasulka (4) | — | 261,380 | — | — | 261,380 | | Carla A. Leibold (5) | — | — | — | — | — |

  75. Non-qualified Deferred Compensation

    (1)The amounts shown in this column are also included in the Summary Compensation Table for 2024 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 $5,423,129 and a face value of $6,100,000. (3)Represents accruals expensed to cover future retirement benefits described in the SERP agreement for Messrs. Sam Sidhu, Cunningham and Kasulka. Lifetime monthly payments will be made from the SERPs to the individuals starting at normal retirement age as defined in the SERP age 65, or, if later, separation from service. The SERPs for Messrs. Sam Sidhu, Cunningham and Kasulka also provide that the executive will fully vest in the normal retirement benefit upon a termination in connection with a change in control or upon the death of the executive. The Company also has fixed indexed annuity policies on Messrs. Sam Sidhu, Cunningham and Kasulka. The annuities were funded in 2021, 2022 and 2025, respectively. The annuities have a net surrender value of $2,542,920 for Mr. Sam Sidhu, $1,886,154 for Mr. Cunningham and $1,462,000 for Mr. Kasulka. As of December 31, 2024, Messrs. Sam Sidhu, Cunningham and Kasulka had no vested balances associated with the SERPs. See “Supplemental Executive Retirement Plan for Other Named Executive Officers” for more details. (4)On November 22, 2024, we entered into a supplemental executive retirement plan for the benefit of Mr. Kasulka. (5)Ms. Leibold’s employment with the Company terminated as of April 10, 2024, and she forfeited unvested aggregate balance in her SERP.

  76. 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, Watkins, Cunningham and Kasulka, 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, 2024. 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 NEOs 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, 2024, payments and benefits estimated due to Messrs. Jay Sidhu, Sam Sidhu, Watkins, Cunningham and Kasulka would be estimated as follows:

  77. 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) | 5,551,172 | 5,551,172 | — | | Other Incentive/Bonus (2) | 875,800 | 875,800 | — | | Health and Welfare Benefits (3) | 65,005 | 65,005 | — | | Restricted Shares (4) | 7,725,613 | 7,725,613 | 7,725,613 | | SERP Benefit | 8,436,710 | 8,436,710 | — | | Death Benefit (5) | — | — | 3,500,000 | | Excise Tax Gross Up | — | — | — | | Total | 22,654,300 | 22,654,300 | 11,225,613 |

  78. 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) | 4,086,500 | 4,086,500 | — | | Other Incentive/Bonus (2) | 672,300 | 672,300 | — | | Health and Welfare Benefits (3) | 2,859 | 2,859 | — | | Stock Options (4) | 9,052,500 | 9,052,500 | 9,052,500 | | Restricted Shares (4) | 19,055,104 | 19,055,104 | 19,055,104 | | SERP Benefit (9) | — | 1,785,850 | — | | Death Benefit (5) | — | — | 3,285,850 | | Total | 32,869,263 | 34,655,113 | 31,393,454 |

  79. Potential Payments Upon Termination Or Change In Control

    | Philip S. Watkins (6) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Stock Options (4) | — | 406,200 | 406,200 | | Restricted Shares (4) | — | 1,540,772 | 1,540,772 | | Death Benefit (5) | — | — | 1,500,000 | | Total | — | 1,946,972 | 3,446,972 |

  80. 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 (7) | — | 1,766,667 | — | | Other Incentive/Bonus (2) | — | — | — | | Stock Options (4) | — | 208,754 | 208,754 | | Restricted Shares (4) | — | 1,753,552 | 1,753,552 | | SERP Benefit (9) | — | 1,595,768 | — | | Death Benefit (5) | — | — | 3,095,768 | | Total | — | 5,324,741 | 5,058,074 |

  81. Potential Payments Upon Termination Or Change In Control

    | Thomas H. Kasulka (8) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Stock Options (4) | — | 3,845 | 3,845 | | Other Incentive/Bonus (2) | — | — | — | | Restricted Shares (4) | — | 704,984 | 704,984 | | SERP Benefit (9) | — | — | — | | Death Benefit (5) | — | — | 1,500,000 | | Total | — | 708,829 | 2,208,829 |

  82. 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 (2023, 2022, and 2021) as defined in the executive’s employment or Change of Control agreement. The tables above do not include severance payments under arrangements that may be broadly applicable to all team members. (2)Represents the portion of the STI Annual Incentive Awards 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. No value is shown for Messrs.Cunningham and Kasulka since they received 100 percent of their bonus in equity-based compensation on December 19, 2024. (3)Represents payment of premiums for continued health and other welfare benefit insurance over the payout period provided under each NEO’s applicable employment agreement. (4)Stock options and restricted shares also vest at the time Messrs. Jay Sidhu, Sam Sidhu, Cunningham, Watkins and Kasulka elect to retire upon reaching age 65 and with the consent of the LD&CC, for all awards outstanding. (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, Watkins, Cunningham and Kasulka represents the proceeds of the company provided group term life insurance and executive life insurance, the premiums for which are paid by us. In the cases of Messrs. Sam Sidhu and Cunningham, includes the proceeds of the SERP benefit, payable pursuant to the Split Dollar Life Insurance Plan between Customers Bank and the executive. Mr. Kasulka’s annuity policy to fund his SERP was not in place as of December 31, 2024 and, therefore, there was no death benefit to report as of year-end 2024. Mr. Kasulka’s SERP annuity has since been finalized and funded effective January 29, 2025. (6)Mr. Watkins did not have an employment agreement with us providing for severance payments in connection with resignation for good reason or termination without cause or a change in control. Mr. Watkins earned a bonus of $222,500 for 2024, all of which was received in RSUs in 2025 and will be reported as a 2025 stock award in the 2026 Proxy Statement. (7)Represents severance payments under Mr. Cunningham’s change of control agreement which includes: two hundred percent (200%) of the highest rate of base salary in effect for Mr. Cunningham during the twelve-month period prior to termination of employment, and two hundred percent (200%) of the average of the annual performance bonuses earned during each of the three preceding fiscal years. Mr. Cunningham earned a bonus of $625,000 for 2024, all of which was received in RSUs in 2024 and is reported as a 2024 stock award in the 2025 Proxy Statement. (8)Mr. Kasulka did not have an employment agreement with us providing for severance payments in connection with resignation for good reason or termination without cause or a change in control. Mr. Kasulka earned a bonus of $425,000 for 2024 all of which was received in RSUs in 2024 and is reported as a 2024 stock award in the 2025 Proxy Statement. (9)The amounts shown above for Messrs. Sam Sidhu and Cunningham represent under the respective SERP benefit the Normal Retirement Benefit payable upon a Separation from Service, other than for Cause, within twelve months following a Change in Control. The change in control benefit associated with Mr. Kasulka’s SERP did not become effective until January 2025, therefore, no corresponding Change in Control amount is shown above. Mr. Jay Sidhu is fully vested in his SERP and therefore entitled to receive the full $300,000 benefit per year for fifteen years following his separation of service. 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 $22.3 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 2024, 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, 2024. The LD&CC 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. Ms. Leibold’s employment with the Company terminated as of April 10, 2024. Upon termination, Ms. Leibold received $2.5 million in severance to be paid over a two-year period. Ms. Leibold forfeited all of her unvested stock options, RSUs, PBRSUs, unvested aggregate balance in her SERP, executive and split dollar life insurance policies upon termination.

  83. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2024, our last completed fiscal year: •The median of the annual total compensation of all employees of our Company (other than Mr. Jay Sidhu), was $131,788. •The annual total compensation of Mr. Jay Sidhu, our Chairman & CEO, as reported, was $3,362,649 for 2024. Based on this information, the ratio for 2024 of the annual total compensation of our Chairman & CEO to the median of the annual total compensation of all employees is 25.5 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 2024 to replace the median employee previously identified in 2021. 2.As of December 31, 2024, our employee population consisted of approximately 793 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 2024. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2024, 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 2024, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $131,788. 5.With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2024 Summary Compensation Table.

  84. 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 39.

  85. 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) | NIM (9) | | | | | | | TSR (6) | Peer Group TSR (7) | | | | 2024 | 3,362,649 | $1,913,422 | 1,794,158 | $(1,013,696) | $226.31 | $105.26 | $181,469 | 3.15% | | 2023 | 3,761,511 | 9,749,751 | 1,783,477 | $8,743,538 | 267.88 | 78.90 | 250,143 | 3.29% | | 2022 | 2,648,914 | (24,380,210) | 1,162,237 | (6,853,690) | 131.75 | 105.83 | 228,034 | 3.19% | | 2021 | 3,900,601 | 46,206,289 | 2,459,948 | 10,623,163 | 303.91 | 143.93 | 314,647 | 3.70% | | 2020 | 2,332,252 | (1,569,101) | 2,579,424 | 2,098,277 | 84.52 | 98.90 | 132,578 | 2.71% |

  86. 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 14 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2024. (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:

  87. 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 | | 2024 | $3,362,649 | $(2,479,286) | $2,384,244 | $(1,160,888) | $— | $(193,297) | $— | $— | $1,913,422 | | 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) |

  88. 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 Messrs. Sam Sidhu, Watkins, Cunningham and Kasulka and Ms. Leibold in 2024, 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. Mr. Watkins was appointed as the Company’s CFO effective as of April 12, 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 Messrs. Sam Sidhu, Watkins, Cunningham and Kasulka and Ms. Leibold in 2024, 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:

  89. 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 | | 2024 | $1,794,158 | $(739,814) | $688,896 | $(1,919,432) | $— | $(74,646) | $(762,858) | $— | $(1,013,696) | | 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 |

  90. 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 LD&CC 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) Net Interest Margin, tax equivalent (NIM) is a company selected measure. 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 NIM 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. Customers funded, either directly or indirectly, PPP loans in 2020 and 2021. Customers substantially completed processing the guarantee payments for the PPP loans in early 2023. As such, the Company has utilized NIM in evaluating its performance since the first quarter of 2023. NIM, excluding PPP (a non-GAAP measure) for 2024 and 2023, together with 2022, 2021 and 2020, are presented in Appendix A to this Proxy Statement for the purpose of analyzing the information presented in the pay versus performance table. The Company uses non-GAAP measures to compare the current period presentation to historical periods. In addition, the Company believes the use of these non-GAAP measures provides additional clarity when assessing the Company’s financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. 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 A to this Proxy Statement.

  91. 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.

  92. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR As shown in the above graph, over the past five 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 five years presented in the table. The actual value that our CEO and other NEOs could realize from these equity awards is greater.

  93. 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 five years presented in the table.

  94. Compensation Actually Paid and NIM

    Compensation Actually Paid and NIM 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 NIM over the past five years presented in the table.

  95. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  96. 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 2024 is set forth in the table below.

  97. DIRECTOR COMPENSATION TABLE (1) (2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Total ($) | | Andrea R. Allon | 38,321 | 161,679 | 200,000 | | Bernard B. Banks | — | 191,662 | 191,662 | | Robert J. Buford | — | 191,662 | 191,662 | | Rajeev V. Date (4) | 78,331 | 121,669 | 200,000 | | Robert N. Mackay | — | 191,662 | 191,662 | | Daniel K. Rothermel | 130,000 | 121,669 | 251,669 | | T. Lawrence Way | 78,331 | 121,669 | 200,000 | | Steven J. Zuckerman | — | 199,989 | 199,989 |

  98. 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 14 - SHARE-BASED COMPENSATION PLANS of our Annual Report on Form 10-K for the year ended December 31, 2024. | | (4) Mr. Date resigned from the Board of Directors effective as of March 31, 2025. |

  99. DIRECTOR COMPENSATION TABLE (1) (2)

    For 2024, compensation for the Company’s non-employee Directors included a cash fee of $70,000 per year, payable in installments at the end of each quarter, and 2,500 shares of our Voting Common Stock issued under the 2019 Stock Plan (subject to the limitations on Director compensation set forth in the 2019 Stock Incentive Plan, as described below). 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 2024 are entitled to receive an additional cash award as follows (subject to the limitations on Director compensation set forth in the 2019 Stock Incentive Plan, as described below): •$35,000 for the Lead Independent Director; •$30,000 for the Chair of the Audit Committee; •$15,000 for the Chair of the LD&CC and the N&CG Committee; and •$10,000 for the Chair of the Directors Risk Committee, the CSR Committee, the Regulatory Affairs Committee and the Bank’s Compliance Committee. The Company’s 2019 Stock Incentive Plan provides that the maximum value of any stock-based awards granted to a non-employee Director of the Company in any one calendar year, taken together with any cash fees paid to such non-employee Director during such calendar year, shall not exceed $300,000 for the Lead Independent Director and $200,000 for all other non-employee Directors. Prior to giving effect to the limitations on Director compensation set forth in the 2019 Stock Incentive Plan, the Chair of the Audit Committee was entitled to receive total compensation equal to $221,669, the Chair of the LD&CC was entitled to receive total compensation equal to $206,678, the Chair of the CSR Committee was entitled to receive total compensation equal to $201,679 and the Chairs of the Regulatory Affairs Committee and the Bank’s Compliance Committee were each entitled to receive total compensation equal to $201,669. Customers does not provide any additional Director benefits, a Director retirement plan, or fee deferral programs.