DEF 14A of Customers Bancorp, Inc., Apr 14, 2026

DEF 14A of Customers Bancorp, Inc.

Filed Apr 14, 2026 · FY20250001488813-26-000048

Open on EDGAR

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

    •Electing three Class III Directors of the Company to serve a three-year term •A proposal ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026

  2. ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY

    ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY Our Board of Directors currently consists of thirteen 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. Three Directors comprising our Class III Directors will be elected at the Annual Meeting to serve a three-year term or until their respective successors shall have been elected and qualified. On the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated Susan D. Looney, Dalton T. Sirmans and Steven J. Zuckerman for election as follows: Class III - Term to Expire in 2029. Each Director nominee has consented to being named in this Proxy Statement. Pursuant to the Company’s Bylaws and Articles of Incorporation, effective October 28, 2025, the Board increased the number of Directors that shall constitute the whole Board to twelve and appointed Maurice Michael “Mike” Gill, Susan D. Looney, Robert M. Krasne and Dalton T. Sirmans to fill the vacancies created by the increase in the size of the board, and effective January 1, 2026, the Board increased the number of Directors that shall constitute the whole Board to thirteen and appointed Mr. Sam Sidhu to fill the vacancy created by the increase in the size of the board. Mr. Gill will serve as a Director in Class I, with a term expiring with a term expiring at the Company’s annual meeting of shareholders in 2027, Messrs. Krasne and Sam Sidhu will serve as a Directors in Class II, with terms expiring at the Company’s annual meeting of shareholders in 2028, and Dr. Looney and Mr. Sirmans will serve as Directors in Class III, with terms expiring at the 2026 Annual Meeting. The Articles of Incorporation of the Company provides that: (i) the Directors of the Company shall be divided into three classes: Class I, Class II and Class III; (ii) each class shall be as nearly equal in number as possible; and (iii) the number of Class I, Class II or Class III directors may be changed from time to time by a majority vote of the Board. In compliance with the foregoing, in connection with the election of Dr. Looney and Messrs. Gill, Krasne and Sirmans to the Board, the Board elected to reclassify Mr. Way to a Class I Director, with a term expiring at the Company’s annual meeting of shareholders in 2027. The current terms of Robert N. Mackay and Daniel K. Rothermel will expire at the 2026 Annual Meeting. Mr. Mackay, a Class III Director, was elected at the 2023 Annual Meeting for a term of three years. Mr. Mackay notified the Company on March 20, 2026, of his desire not to seek reelection to the Board effective as of the expiration of his current term at the 2026 Annual Meeting. Mr. Mackay currently serves on the Leadership Development & Compensation Committee and the Directors Risk and Compliance Committee.The Board has determined that it will not nominate for election at the Annual Meeting a replacement for Mr. Mackay. Mr. Rothermel, a Class II Director, was elected at the 2025 Annual Meeting for a term of one year, in order to assist the Board in implementing its succession plan with respect to transitioning Mr. Rothermel’s roles as Lead Independent Director and Chair of the Directors Risk Committee and Nominating and Corporate Governance Committee. Mr. Rothermel also serves on the Leadership Development & Compensation Committee, the Audit Committee, the Directors Risk and Compliance Committee and the Regulatory Affairs Sub-Committee. In connection with his nomination in 2025, Mr. Rothermel notified the Company of his desire not to seek reelection to the Board effective as of the expiration of his current term at the 2026 Annual Meeting. The Board has determined that it will not nominate for election at the Annual Meeting a replacement for Mr. Rothermel. 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 Class III Directors with terms expiring in 2029 are:

  3. ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY

    | SUSAN D. LOONEY | | | ■Age: 58 ■Director Since: 2025 ■Member of the Corporate Social Responsibility Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Dr. Looney has served as the sixth president of Reading Area Community College in Reading, PA since July 1, 2018. Between 2011 through 2014, Dr. Looney served as business coordinator and interim vice president for academic affairs at Colorado Mountain College. From 2014–2018, she was the dean of instruction at then the senior vice president of academic affairs/provost at Redding Area Community College. She is the chair of the Reading Hospital Board of Trustees and serves on the boards of Berks Latino Workforce Development, Executive Committee of the United Way of Berks County, the Greater Reading Chamber Alliance, and the Greater Berks Development Fund. Nationally, she is a board member of the American Association of Community Colleges and is the vice chair and member of the Executive Committee for the Middle States Commission on Higher Education. Dr. Looney earned an Associate’s Degree from Brookdale Community College and holds a Bachelor of Science in Business Administration and an MBA from Monmouth University. She earned a Juris Doctorate at Widener University School of Law, and completed her Doctorate in Education, specializing in Higher Education Leadership at Nova Southeastern University. Dr. Looney’s experience in management, business administration and regulated industries provide the Board with insights into management, operations and administration that are of great value to the Board. |

  4. ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY

    | DALTON T. SIRMANS | | | ■Age: 62 ■Director Since: 2025 ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Mr. Sirmans has been the Co-Founder and Senior Partner of Amplio Ventures, an investment firm that focuses on growth stage venture capital for businesses requiring refugee stability, since 2018. Prior to that, Mr. Sirmans was the co-founder of MainStreet Technologies, a leading independent provider of software solutions and advisory services aiding financial institutions in estimating quarterly Allowance for Loan and Lease Losses, from 1999 until its acquisition by private equity firm in 2018. Mr. Sirmans is also the author of “The Refugee Advantage”, a collection of stories that offers a research-based yet personal insight, challenging misconceptions surrounding refugees by showcasing them as the accomplished business owners and community contributors they truly are. Mr. Sirmans was also a participant in the Goldman Sachs 10,000 Small Businesses – National Cohort Alum. Mr. Sirmans holds a Master of Liberal Arts in International Relations from Harvard Extension School, Harvard University, a Bachelor of Science, Criminal Justice Valdosta State University, and an Associate of Science Sociology from Abraham Baldwin Agricultural College. Mr. Sirmans’ experience with financial industry software and venture capital investments provide the Board with insights into technology and strategic matters that are of great value to the Board. |

  5. ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY

    | STEVEN J. ZUCKERMAN | | | ■Age: 62 ■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 & Compliance 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. |

  6. ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY

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

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

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

  8. Director Compensation Limit

    Director Compensation Limit The Company’s 2019 Plan currently 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 (the “Compensation Cap”). In 2024 and 2025, the Compensation Cap resulted in reductions in the compensation received by the Company’s non-employee Directors. The greatest reduction in compensation was experienced by the Company’s committee chairs. For 2024, 100% of effect of the Compensation Cap was experienced by committee chairs. For 2025, the Compensation Cap resulted not only in a reduction of over $20,000 in compensation paid to each non-employee Director as a retainer, but additionally resulted in none of the Company’s committee chairs receiving any compensation for serving as a committee chair. The Company believes that it is critical to the Company’s success that it be able to attract and retain qualified committee chairs, and that compensating Directors for serving as committee chairs is an important aspect of it being able to do so. Accordingly, the Amendment would raise the Compensation Cap for the remainder of the term of the Amended 2019 Plan to $500,000 per year.

  9. 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.

  10. Board of Directors

    | Name | Director Since (1) | Position With Customers Bancorp | Age | Term Expires: | Independent | | Andrea R. Allon | 2016 | Director | 64 | 2028 | ☒ | | Bernard B. Banks | 2022 | Director | 62 | 2028 | ☒ | | Robert J. Buford | 2020 | Director | 77 | 2027 | ☒ | | M. Michael Gill | 2025 | Director | 74 | 2027 | ☒ | | Susan D. Looney | 2025 | Director | 58 | 2026 | ☒ | | Robert M. Krasne | 2025 | Director | 71 | 2028 | ☒ | | Robert N. Mackay (2) | 2022 | Director | 53 | 2026 | ☒ | | Daniel K. Rothermel (3) | 2009 | Lead Independent Director | 88 | 2026 | ☒ | | Jay S. Sidhu | 2009 | Director and Executive Chairman | 74 | 2027 | ☐ (4) | | Samvir S. Sidhu | 2026 | Director, President and Chief Executive Officer | 42 | 2028 | ☐ (5) | | Dalton T. Sirmans | 2025 | Director | 62 | 2026 | ☒ | | T. Lawrence Way | 2005 | Director | 77 | 2027 | ☒ | | Steven J. Zuckerman | 2009 | Director | 62 | 2026 | ☒ |

  11. Board of Directors

    | (1) Pre-2011 dates include services as a Director of Customers Bank prior to its reorganization into a bank holding company structure pursuant to which Customers Bank became a wholly-owned subsidiary of the Company (the “Reorganization”) on September 17, 2011. | | (2) Mr. Mackay has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting. | | (3) Mr. Rothermel has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting. | | (4) Mr. Jay Sidhu serves as Executive Chairman of Customers Bancorp, Inc.. effective January 1, 2026, and is the father of Mr. Samvir Sidhu, who serves as the Company’s Vice Chairman, President and Chief Executive Officer and the Bank’s President and Chief Executive Officer. | | (5) Mr. Samvir Sidhu serves as President and Chief Executive Officer of Customers Bancorp, Inc. effective January 1, 2026. |

  12. 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:

  13. Board of Directors

    | ANDREA R. ALLON | | | ■Age: 64 ■Director Since: 2016 ■Chair of the Audit Committee ■Member of the Nominating and Corporate Governance Committee ■Member 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. |

  14. Board of Directors

    | BERNARD B. BANKS | | | ■Age: 62 ■Director Since: 2022 ■Chair of the CSR Committee ■Member of the Leadership Development and Compensation Committee ■Member of the Nominating and Corporate Governance 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. |

  15. Board of Directors

    | ROBERT J. BUFORD | | | ■Age: 77 ■Director Since: 2020 ■Member of the Audit 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. |

  16. Board of Directors

    | M. MICHAEL GILL | | | ■Age: 74 ■Director Since: 2025 ■Member of the Audit Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Mr. Gill is a retired attorney who worked as Managing Director Global Complex Contracting at Accenture LLP from 2003 to October 2016. At Accenture LLP, Mr. Gill headed up a team of over 160 attorneys worldwide, specializing in technology, digital, outsourcing, and systems integration transactions and helping to negotiate and close large and complex customer-facing contracts around the world, including in the financial services industry. Prior to working at Accenture, Mr. Gill practiced as a transactional attorney for over 25 years in Kansas City, Missouri specializing in professional services providers, including consultants, accountants, architects, and attorneys. Mr. Gill also served as an independent director of BM Technologies, Inc. (BMTX), a fintech company, from January 2021 until its acquisition by First Carolina Bank in January 2025. Mr. Gill earned his B.S. in Business from University of Missouri and his J.D. from University of Missouri School of Law. Mr. Gill’s experience as an attorney in the fields of technology, digital, outsourcing, and systems integration transactions and his experience serving on the board of a fintech company provide the Board with insights into legal, operational and corporate governance matters that are of great value to the Board. |

  17. Board of Directors

    | ROBERT M. KRASNE | | | ■Age: 71 ■Director Since: 2025 ■Member of the Audit Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Mr. Krasne is Chair of Steinman Communications, a company whose holdings include Lancaster Farming, the preeminent agricultural publication in the mid-Atlantic; Susquehanna Printing and Lancaster LLC, a commercial printing and mailing operation and an array of real estate assets. Before assuming leadership in the Steinman enterprises in 2012, Mr. Krasne spent 10 years as principal in the Krasne Group, Inc., a strategic business consulting firm in Washington DC. He was also an adjunct professor at Georgetown University's McDonough School of Business where he taught corporate governance to MBA candidates. Previously Mr. Krasne was a partner in the Washington DC law firm of Williams & Connolly, L.L.P. where he represented business leaders, government officials, corporations, and law firms in complex legal matters. Prior to that Mister Krasne served as a lawyer in the Enforcement & Compliance and Legal Advisory Services divisions of the Office of the Comptroller of the Currency (OCC). While at the OCC Mr. Krasne was appointed Special Assistant United States Attorney for Western District of Louisiana to assist with the investigation and prosecution of bank fraud cases. Mr. Krasne also worked at the OCC as a national bank examiner. Mr. Krasne earned an A.B. in Economics from Georgetown University and a J.D. from Georgetown University Law Center. He also received an Honorary Doctorate in Public Service from Thaddeus Stevens College of Technology and an Honorary Doctorate in Fine Arts from the Pennsylvania College of Art & Design. Mr. Krasne’s experience as a banking regulator, attorney and business consultant provide the Board with insights into regulatory and strategic matters that are of great value to the Board. |

  18. Board of Directors

    | SUSAN D. LOONEY | | | ■Age: 58 ■Director Since: 2025 ■Member of the CSR Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Dr. Looney has served as the sixth president of Reading Area Community College in Reading, PA since July 1, 2018. Between 2011 through 2014, Dr. Looney served as business coordinator and interim vice president for academic affairs at Colorado Mountain College. From 2014–2018, she was the dean of instruction at then the senior vice president of academic affairs/provost at Redding Area Community College. She is the chair of the Reading Hospital Board of Trustees and serves on the boards of Berks Latino Workforce Development, Executive Committee of the United Way of Berks County, the Greater Reading Chamber Alliance, and the Greater Berks Development Fund. Nationally, she is a board member of the American Association of Community Colleges and is the vice chair and member of the Executive Committee for the Middle States Commission on Higher Education. Dr. Looney earned an Associate’s Degree from Brookdale Community College and holds a Bachelor of Science in Business Administration and an MBA from Monmouth University. She earned a Juris Doctorate at Widener University School of Law, and completed her Doctorate in Education, specializing in Higher Education Leadership at Nova Southeastern University. Dr. Looney’s experience in management, business administration and regulated industries provide the Board with insights into management, operations and administration that are of great value to the Board. |

  19. Board of Directors

    | ROBERT N. MACKAY | | | ■Age: 53 ■Director Since: 2022 ■Member of the Leadership Development and Compensation Committee ■Member of the Directors Risk & Compliance 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. Mr. Mackay has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting. |

  20. Board of Directors

    | DANIEL K. ROTHERMEL | | | ■Age: 88 ■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 Sub-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. Mr. Rothermel has notified the Company that he will not seek reelection at the end of his current term, which expires at the 2026 Annual Meeting. |

  21. Board of Directors

    | JAY S. SIDHU | | | ■Age: 74 ■Director Since: 2009 ■Executive Chairman of Customers Bancorp, Inc. ■Executive Chairman of Customers Bank ■Chair of the Executive Committee ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-Committee | Professional Highlights Mr. Jay Sidhu joined Customers Bank as Chairman and Chief Executive Officer in the second quarter of 2009. Effective January 1, 2026, Mr. Jay Sidhu retired as Chief Executive Officer of Customers Bancorp and assumed the role of Executive Chairman of Customers Bancorp. Before joining Customers Bank, Mr. Jay 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. Jay 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. Jay Sidhu also served as Executive Chairman of Megalith Financial Acquisition Corporation. Mr. Jay 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. Jay Sidhu also helped establish the Jay Sidhu School of Business and Leadership at Wilkes University. Mr. Jay 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. |

  22. Board of Directors

    | SAMVIR S. SIDHU | | | ■Age: 42 ■Director Since: 2026 ■President & Chief Executive Officer of Customers Bancorp, Inc. ■President & Chief Executive Officer of Customers Bank ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-Committee | Professional Highlights Mr. Sam Sidhu joined the Board of Customers Bank in 2012 and became a full-time officer of the Bank early in 2020. Effective January 1, 2026, Mr. Sam Sidhu was appointed Chief Executive Officer of Customers Bancorp. On July 1, 2021, Mr. Sam Sidhu was named as the President and Chief Executive Officer of Customers Bank and the President of Customers Bancorp. Prior to that, Mr. Sam Sidhu served as Customer Bancorp's Head of Corporate Development and Vice Chair and Chief Operating Officer of Customers Bank. Mr. Sam Sidhu is a member of the Executive Committee of the Company's management and serves on several other management committees. Prior to joining Customers Bank full-time, Mr. Sam Sidhu was a founder (2009) and CEO of Megalith Capital Management, a real estate focused private equity firm making investments primarily in New York City. The firm’s integrated platform specialized in the acquisition, repositioning, development, and management of residential, commercial, and mixed-use properties. Prior to co-founding Megalith, he worked in private equity with Providence Equity Partners and investment banking with Goldman Sachs. Mr. Sam Sidhu holds a BA from the Wharton School of Business at the University of Pennsylvania and an MBA from the Harvard Business School. Mr. Sam Sidhu’s demonstration of day-to-day leadership, combined with his deep understanding of the banking operations, regulations and markets, provide the Board with intimate knowledge of the Company’s direction and strategic opportunities. |

  23. Board of Directors

    | DALTON T. SIRMANS | | | ■Age: 62 ■Director Since: 2025 ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors Risk & Compliance Committee | Professional Highlights Mr. Sirmans has been the Co-Founder and Senior Partner of Amplio Ventures, an investment firm that focuses on growth stage venture capital for businesses requiring refugee stability, since 2018. Prior to that, Mr. Sirmans was the co-founder of MainStreet Technologies, a leading independent provider of software solutions and advisory services aiding financial institutions in estimating quarterly Allowance for Loan and Lease Losses, from 1999 until its acquisition by private equity firm in 2018. Mr. Sirmans is also the author of “The Refuge Advantage”, a collection of stories that offers a research-based yet personal insight, challenging misconceptions surrounding refugees by showcasing them as the accomplished business owners and community contributors they truly are. Mr. Sirmans was also a participant in the Goldman Sachs 10,000 Small Businesses – National Cohort Alum. Mr. Sirmans holds a Master of Liberal Arts in International Relations from Harvard Extension School, Harvard University, a Bachelor of Science, Criminal Justice Valdosta State University, and an Associate of Science Sociology from Abraham Baldwin Agricultural College. Mr. Sirmans’ experience with financial industry software and venture capital investments provide the Board with insights into technology and strategic matters that are of great value to the Board. |

  24. Board of Directors

    | T. LAWRENCE WAY | | | ■Age: 77 ■Director Since: 2005 ■Member of the Audit Committee ■Audit Committee Financial Expert ■Member of the Nominating and Corporate Governance Committee ■Member of the Directors Risk & Compliance Committee ■Member of Regulatory Affairs Sub-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. |

  25. Board of Directors

    | STEVEN J. ZUCKERMAN | | | ■Age: 62 ■Director Since: 2009 ■Chair of the Leadership Development and Compensation Committee ■Member of the Nominating and Corporate Governance 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. |

  26. I. Executive Compensation Highlights

    (1) Mr. Jay Sidhu was appointed as the Company’s Executive Chairman effective as of January 1, 2026. (2) Mr. Sam Sidhu was appointed as the Company’s President and Chief Executive Officer effective as of January 1, 2026. (3) Mr. McCollom was appointed as Customers Bank’s CFO effective June 2, 2025, and as the Company's CFO effective as of August 15, 2025. (4) Mr. Watkins was appointed as the Company’s Head of Corporate Development and Investor Relations effective as of August 15, 2025. Our executive compensation programs are periodically adjusted and refined to support our strategic priorities. The compensation paid to our NEOs in 2025 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 2025 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 2025 of 3.10% (50% weight); (2) maintain immediately available liquidity in excess of uninsured deposits of at least 150% (25% weight); and (3) achieve a Non-Performing Loan (“NPL”) to Total Loans and Leases ratio that ranks at or above the top quartile relative to our defined peer group (25% weight). During 2025, 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 59 under the heading, “Elements of Executive Compensation” for more details about our performance-based short-term and long-term incentive programs.

  27. 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 | |

  28. 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 2025 total compensation for our NEOs:

  29. 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; 70% 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 (for 2025—100% equity for CEO and President, 40% cash and 60% equity for CFO 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 2025 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. | |

  30. Summary of 2025 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 | 70% | 112% (160% of target) | | —% | 50% | 100% | 130% | 160% | | | Upon appointment of the new CFO during the year, the CFO target was increased from 50% to 70%. | | | 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 2025 of 3.10% (weighted 50%) | | | | | | | | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% (weighted 25%) | | | | | | | | | | Achieve a NPL ratio that ranks at or above the top quartile relative to our defined peer group (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 | 100% | 160% (160% of target) | | | | | | | | | Upon appointment of the new CFO during the year, the CFO target was increased from 65% to 100%. | | | | | | | | | 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%) | | | | | | | |

  31. 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 2025, target and maximum annual incentive opportunities were unchanged from 2024 for the CEO and President, and increased from 50% to 70% upon the appointment of the new CFO during the year, as follows:

  32. 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 | 70% | 112% (160% of target) |

  33. 2025 Performance Metrics and Results

    2025 Performance Metrics and Results Three performance goals were chosen early in 2025 because of their alignment with near-term achievements that are expected to drive shareholder value over the long-term, in alignment with the Company’s business and strategic plans. We previously disclosed these goals in our 2025 proxy statement. •Achieve a minimum NIM for 2025 of 3.10%. The 2025 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. •Achieve a NPL to Total Loans and Leases ratio that ranks at or above the top quartile relative to our defined peer group. The NPL ratio was chosen to reinforce disciplined credit underwriting, asset quality performance and peer-relative risk management as a strong indicator of prudent risk oversight and sustainable long-term profitability. The performance measures utilized in 2025 are summarized below:

  34. 2025 Performance Metrics and Results

    | Metric | Weighting | Threshold | Target | Outperform | Maximum | Results | | Achieve a minimum NIM for 2025 of 3.10% | 50% | 2.48% | 3.1% | 3.41% | 3.72% | 3.32% | | | | (80%) | (100%) | (110%) | (120%) | | | Maintain immediately available liquidity in excess of uninsured deposits of at least 150% | 25% | 120% | 150% | 165% | 180% | 161% | | | | (80%) | (100%) | (110%) | (120%) | | | Achieve a NPL to Total Loans and Leases ratio that ranks at or above the top quartile relative to our defined peer group | 25% | 50P | Top Quartile 75P | 87.5P | 100P | 92.2P | | | | (80%) | (100%) | (110%) | (120%) | |

  35. 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. | | | | | |

  36. 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 2025 of 3.10%. The NIM for 2025 was 3.32%, above the 3.10% target and below the outperform threshold of 3.41% (110% of target). Performance results are interpolated on a straight-line basis between the target and outperform threshold, resulting in an unweighted NIM performance multiplier of 117.74% for all participating 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 161% of uninsured deposits of $6.6 billion, adjusted for collateralized and affiliate deposits of $1.8 billion, at December 31, 2025. This result was above the 150% target and below the Outperform threshold of 165% (110%), resulting in an unweighted liquidity performance multiplier of 118.33% for the CEO and President, and 122.00% for the CFO serving at year-end. •Achieve a NPL to Total Loans and Leases ratio that ranks at or above the top quartile relative to our defined peer group. Our NPL ratio vs. peers at December 31, 2025 was above the Outperform 87.5P target and below the maximum of 100P (vs. target), resulting in unweighted NPL to Total Loans and Leases ratio performance multiplier of 134.40% for the CEO and President, and 143.16% for the CFO serving at year-end.

  37. 2025 Earned Bonuses

    2025 Earned Bonuses The formula for calculating each participating 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 NPL) Weighted short-term incentive performance multipliers for 2025 NEO payouts were determined as follows:

  38. 2025 Earned Bonuses

    | | CEO & President | | | CFO | | | | | Performance Multiplier | Weighting | CEO & President | Performance Multiplier | Weighting | CFO | | NIM | 117.74% | x 50% = | 58.87% | 117.74% | x 50% = | 58.87% | | Liquidity | 118.33% | x 25% = | 29.58% | 122.00% | x 25% = | 30.50% | | NPL | 134.40% | x 25% = | 33.60% | 143.16% | x 25% = | 35.79% | | Weighted Performance Multiplier | | | 122.05% | | | 125.16% |

  39. 2025 Earned Bonuses

    Based upon the actual performance versus the NIM, Liquidity and NPL 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 2025 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 and President is payable in the form of RSUs scheduled to vest in three equal installments over three years. If Proposal 4 is approved by shareholders, this will be the eighth consecutive year in which the annual performance award for the CEO was paid entirely in the form of RSUs.

  40. 2025 Earned Bonuses

    | Executive | Annualized Base Salary ($) | STI Target % of Salary (%) | STI at Target ($) | Weighted STI Perf. Mult. (%) | Calculated STI Payout (1) ($) | Payable in RSUs (2) ($) | Payable in Cash ($) | | Jay S. Sidhu | 850,000 | 100% | 850,000 | 122.05% | 1,037,400 | 1,037,400 | — | | Sam Sidhu | 725,000 | 90% | 652,500 | 122.05% | 796,400 | 796,400 | — | | Mark R. McCollom | 500,000 | 70% | 350,000 | 125.16% | 255,700 | 153,420 | 102,280 |

  41. 2025 Earned Bonuses

    (1)Calculated Short-Term Incentive (“STI”) Payouts are rounded to the nearest $100. For Mr. McCollom, the calculated payout reflects a prorated STI target from his hire date on June 2, 2025, equal to $204,260 vs. the $350,000 target before proration shown in the table above. (2)RSUs underlying the values shown in the table above were granted on March 13, 2026, subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4. These RSUs will be reported as 2026 Stock Awards in the 2027 Proxy Statement. If shareholders do not approve the Amended 2019 Plan, the Contingent Grants will be cancelled or settled in cash, as determined by LD&CC.

  42. Annual Incentives for Other NEOs

    Annual Incentives for Other NEOs Mr. Watkins received $425,000 for his 2025 annual incentive award, which was awarded 40% in cash and the remaining 60% 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. Watkins did not participate in the formulaic STI program for 2025 due to his transition from Chief Financial Officer to EVP, Head of Corporate Development and Investor Relations effective August 15, 2025, and because he did not serve in the CFO role at year-end. Mr. Cunningham received $625,000 for his 2025 annual incentive award, which was awarded 40% in cash and 60% 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 received $425,000 for his 2025 annual incentive award, which was awarded 40% in cash and 60% 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. The 2025 incentives for Messrs. Watkins, Cunningham and Kasulka were awarded based on individual, business and overall Company financial performance including Company performance against peers. In 2025, 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. The RSUs were granted on March 13, 2026, subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4 and will therefore be reported as 2026 Stock Awards in the 2027 Proxy Statement. If shareholders do not approve the Amended 2019 Plan, the Contingent Grants will be cancelled or settled in cash, as determined by LD&CC.

  43. 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.

  44. Special One-Time CEO Transition Award

    Special One-Time CEO Transition Award In connection with the July announcement of his future appointment as Chief Executive Officer, the Board, upon recommendation of the LD&CC, approved a one-time grant to Mr. Sam Sidhu of 225,000 PBRSUs. The award is subject to both (i) a stock price hurdle and (ii) continued service through January 1, 2031, and will vest only if both conditions are satisfied. The stock price hurdle condition will be achieved if, at any time during the five year period commencing January 1, 2026, the average closing price of the Company’s common stock equals or exceeds $125 for 20 consecutive trading days. This level of achievement would represent a significant increase of over 100% from our $62.55 closing price of the Company common stock on the grant, and approximately a 64% premium to the Company’s all-time high trading stock price of $76.13 prior to the grant date. Any PBRSUs that do not vest based upon the achievement of the stock price hurdle condition and/or service condition are automatically forfeited. If the award vests, it will be settled solely in shares of common stock and will be subject to a two-year post-vesting holding requirement, other than shares sold to satisfy tax withholding obligations. During the first three years of the performance period, Mr. Sam Sidhu will not be eligible to receive one-time equity grants outside the Company’s regular annual short-term and long-term incentive programs. The LD&CC sought, in particular, to structure the equity grant to provide a competitive compensation package that would promote Mr. Sam Sidhu’s long-term retention with the Company and provide an additional, immediate alignment with our shareholders. As such, the LD&CC determined that the award appropriately aligns compensation with sustained stock price performance and long term shareholder value creation.

  45. Annual Long-Term Equity Awards

    Annual Long-Term Equity Awards 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:

  46. Annual Long-Term Equity Awards

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

  47. Annual Long-Term Equity Awards

    •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:

  48. Annual Long-Term Equity Awards

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

  49. 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.

  50. 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 | 476,000 | 16,642 | 714,000 | 27,777 | 1,190,000 | | Sam Sidhu | 8,548 | 365,400 | 12,775 | 548,100 | 21,323 | 913,500 | | Philip S. Watkins | 3,878 | 165,750 | 5,796 | 248,625 | 9,674 | 414,375 |

  51. 2024 Long-Term Equity Incentives Granted in 2025

    (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, 2025.

  52. 2025 Long-Term Equity Incentives Granted in 2026

    2025 Long-Term Equity Incentives Granted in 2026 The following table shows the 2025 long-term equity incentive awards granted to the following NEOs on April 8, 2026, which reflected the targeted amounts and maximums for the CEO, President and CFO as described above under the section titled, “Summary of 2025 Compensation Plan”.

  53. 2025 Long-Term Equity Incentives Granted in 2026

    | | 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 | 7,047 | 520,069 | 10,570 | 780,066 | 17,617 | 1,300,135 | | Sam Sidhu | 5,285 | 390,033 | 7,927 | 585,013 | 13,212 | 975,046 | | Mark R. McCollom | 2,711 | 200,072 | 4,066 | 300,071 | 6,777 | 500,143 |

  54. 2025 Long-Term Equity Incentives Granted in 2026

    (1) Grant date fair values and number of units awarded are estimated using the $73.80 closing price of the Company's common stock on the grant date, April 8, 2026. The actual number of units awarded will be based on the fair market value on the grant date. The grants are subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4. If shareholders do not approve the Amended 2019 Plan, the contingent grants will be cancelled or settled in cash, as determined by LD&CC. 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.

  55. Earned 2021 Long-Term Equity Incentives

    Earned 2021 Long-Term Equity Incentives In 2022, the LD&CC granted Performance-Based RSUs (“2021 PBRSUs”) representing 60% of total 2021 long-term equity incentives which vest based on the achievement of Company Total Shareholder Return, ROACE and Average Non-Performing Assets to Total Assets over the 2022-2025 performance period relative to its peers. Messrs. Jay Sidhu and Sam Sidhu were awarded 2021 PBRSUs. The 2021 PBRSUs were payable between 0% to a maximum of 150% of target, as shown below.

  56. Earned 2021 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% |

  57. Earned 2021 Long-Term Equity Incentives

    If the minimum threshold level had not been met for each measure, no 2021 PBRSUs would have been earned by their terms. A portion of the 2021 PBRSUs vested during 2025. Both the three-year ROACE and Average Non-Performance Assets performance during the performance period equaled at least 120% of the peer group median, resulting in an earnout at the maximum 150% of target for these measures. The Total Shareholder Return during the performance period was less than 80% of the peer group median, resulting in no earnout for this measure. The resulting weighted earnout of the 2021 PBRSUs was 100.5% of target.

  58. Earned 2021 Long-Term Equity Incentives

    | 3-year Relative Metrics | Weighting | Peer Median | Company | Relative Performance (vs. 80% - 120%) | Earnout (0%-150%) | Weighted Earnout | | Total Shareholder Return | 33% | 1.62% | (4.55)% | -- | —% | —% | | ROACE | 33% | 8.58% | 15.06% | 176% | 150% | 49.5% | | Avg. Non-Performing Assets | 33% | 0.31% | 0.19% | 163% | 150% | 51.0% | | Total | 100% | | | | | 100.5% |

  59. Earned 2021 Long-Term Equity Incentives

    As a result of our 100.5% earnout, our NEOs who had received the 2021 PBRSUs received the following shares in April 2025: Mr. Jay Sidhu 13,276 shares (vs. 13,209 at target); Mr. Sam Sidhu 6,551 shares (vs. 6,518 at target).

  60. Alignment of Pay and Performance

    Alignment of Pay and Performance Our compensation program is grounded in a quantifiable and clearly articulated, measurable pay-for-performance philosophy. Performance goals in both our short-term and long-term incentive plans are established at challenging levels, with the objective that achievement against these metrics drives long-term, sustainable shareholder value. When financial and stock performance goals are not met, executive pay outcomes are expected to reflect that performance. One way to assess alignment between pay and performance is to evaluate the directional relationship between Company performance and executive compensation, including its key — specifically, whether pay increases as performance improves and decreases when performance falls short. While this analysis does not capture all relevant factors, and there may be a timing lag associated with equity award grants, a review of our CEO compensation (as reported in the Summary Compensation Table) over the past three years is indicative of this directional pay and performance alignment. The graphic below shows CEO compensation compared to Indexed2 Total Shareholder Return (“TSR”) and illustrates the relationship between pay and performance over this period. 2 The Company’s Indexed 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, 2020.

  61. 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 $7.4 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 (time-based and performance-based 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 2025 fiscal year, including the intrinsic value of long-term incentive plan components, as valued on December 31, 2025 (the last trading day of fiscal year 2025) using the year-end share price of $73.12 per share.

  62. Required Pay Versus Performance Disclosure

    Required Pay Versus Performance Disclosure See page 91 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.

  63. 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 2025 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 2025 of 3.10% (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 NPL ratio in the top quartile of peers (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. However, in December 2024, the LD&CC approved continued vesting of future equity awards upon retirement under a “Rule of 65” (age plus years of service equal at least 65, with a minimum age of 60 and five years of service). | | | 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. | |

  64. 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 2025. 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.

  65. Peer Group

    Peer Group The LD&CC regularly reviews peer and industry information in regard to level and structure of compensation as a competitive frame of reference and uses this information and analysis for setting pay opportunities and making pay decisions for our NEOs, such as changes to annual base salaries, and annual short-term and long-term incentive awards. A key source of information is a peer group of institutions similar to the Company. 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.

  66. Prior Peer Group (Used for 2025 Compensation Decisions)

    Prior Peer Group (Used for 2025 Compensation Decisions) During 2025, the LD&CC utilized a peer group that was approved in March 2022 and served as the primary external reference point for compensation decisions through fiscal year 2025. The prior peer group was developed using criteria generally consistent with those described below that was used to develop our new peer group, and was intended to reflect institutions of comparable size, business model, and competitive labor market dynamics. The LD&CC reviewed this peer group and determined that it remained appropriate for 2025 compensation decisions, comprising the following companies:

  67. Prior Peer Group (Used for 2025 Compensation Decisions)

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

  68. New Peer Group (Effective for 2026)

    New Peer Group (Effective for 2026) In light of Customers Bank’s continued evolution, expanded corporate banking capabilities and our sustained growth in loans and specialized lending, the LD&CC determined that it was appropriate to refresh the Company’s compensation peer group to be used as the primary reference for compensation decisions beginning in fiscal year 2026. The general criteria we used for selecting the peer group includes the following: •Size - publicly owned banks of comparative asset size between $15 billion and $50 billion, from approximately 0.5x to 2.0x our total assets. •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. As a result, the LD&CC added three companies (Cullen/Frost Bankers Inc., Merchants Bancorp, and Live Oak Bancshares, Inc.) and removed one company (Sandy Spring which was acquired by Atlantic Union Bankshares Corporation). The Company’s total assets were generally aligned with the median total assets 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. Our new peer group comprises the following 27 companies, approved by the LD&CC on July 9, 2025:

  69. New Peer Group (Effective for 2026)

    | Ameris Bancorp | F.N.B. Corporation | Northwest Bancshares, Inc. | | Associated Banc-Corp | FB Financial Corporation | Old National Bancorp | | Atlantic Union Bankshares Corporation | First Busey Corporation | Pinnacle Financial Partners, Inc. | | Axos Financial, Inc. | First Financial Bancorp. | Provident Financial Services, Inc. | | BankUnited, Inc. | First Merchants Corporation | TowneBank | | Commerce Bancshares, Inc. | Fulton Financial Corporation | United Bankshares, Inc. | | Community Financial System, Inc. | Independent Bank Corp. | United Community Banks, Inc. | | Cullen/Frost Bankers, Inc. | Live Oak Bancshares, Inc. | WesBanco, Inc. | | Eastern Bankshares, Inc. | Merchants Bancorp | WSFS Financial Corporation |

  70. Consideration of Risk

    Consideration of Risk The LD&CC strives to provide strong incentives to management for the long-term, while avoiding excessive risk taking in the short term. Goals and objectives reflect a mix of multiple quantitative factors to avoid excessive reliance on a single performance measure. As a matter of best practice, the LD&CC annually reviews the relationship between the incentive compensation provided to the NEOs and any related incentives to take on inappropriate risk to achieve performance goals, and to confirm that the incentive compensation criteria do not encourage unnecessary and excessive risk taking. The periodic risk assessment includes an evaluation of: •the design of proposed incentive plans to ensure they satisfy regulatory requirements and do not encourage excessive or imprudent risk taking; •the internal controls over determining incentive payments and a review of the accuracy of the incentive payments and any related accruals; and •the Board of Directors’ oversight of the incentive compensation program to determine if it provides effective governance over the program and satisfies regulatory expectations. As highlighted above under the heading, Short-Term Annual Incentive Awards, a relative NPL metric was introduced as a metric under the short-term incentive program. The NPL metric further strengthens alignment between executive compensation and asset quality discipline, reinforcing prudent credit risk management practices. The most recent risk assessment concluded that our incentive compensation plans provide incentives that appropriately balance risk and reward; are compatible with effective controls and risk management; are supportive of strong governance, including active oversight by the Board of Directors; and are not reasonably likely to have a material adverse effect on the Company. No material changes to our executive incentive design were implemented during 2025 that are reasonably likely to have a material adverse effect on the Company.

  71. 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 2025, 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 2025.

  72. Supplemental Executive Retirement Plan for Other Named Executive Officers

    Supplemental Executive Retirement Plan for Other Named Executive Officers In December 2025, following a review of the Company’s nonqualified retirement arrangements for its named executive officers, the Compensation Committee approved changes to the supplemental executive retirement plan arrangements for Messrs. Sam Sidhu and Lyle Cunningham. The Committee authorized the Company to enter into new supplemental executive retirement plan agreements (the “2026 SERPs”) with Messrs. Sam Sidhu and Cunningham supersede the prior SERP agreements entered into with Mr. Sam Sidhu on May 12, 2021 and Mr. Cunningham on April 27, 2022. The new SERP agreement with Mr. Sam Sidhu was executed on March 19, 2026. As of the date of this proxy statement, the new SERP agreement with Mr. Cunningham has not yet been executed. The SERP agreement entered into with Mr. Kasulka on November 22, 2024 remains unchanged. In conducting its review, the LD&CC considered internal pay equity, retention objectives, succession planning considerations, and the long-term cost profile of the Company’s retirement obligations. The Committee determined that replacing the prior annuity-based design with fixed annual benefit amounts would enhance transparency, improve cost predictability, align the structure of benefits among the named executive officers, and maintain an appropriate balance between current and long-term compensation. The Committee also reviewed the aggregate value of each executive’s total compensation and retirement benefits to ensure continued alignment with performance and stockholder interests. The 2026 SERPs are nonqualified, unfunded plans maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to comply with Section 409A of the Internal Revenue Code. The agreements are expected to provide for monthly lifetime retirement benefits upon a qualifying Separation from Service after reaching age 65 (“Normal Retirement Age”); vested early termination benefits payable monthly for life; change in control protections providing for monthly lifetime benefits if a qualifying separation occurs within twelve months following a change in control (other than for Cause); disability and death benefits; and customary clawback and restrictive covenant provisions , including forfeiture upon termination for Cause. Under the new agreements, Mr. Sam Sidhu is entitled to a fixed annual retirement benefit of $600,000, payable in equal monthly installments for life, and Mr. Cunningham is expected to be entitled to a fixed annual retirement benefit of $150,000, payable in equal monthly installments for life. The SERP for Mr. Kasulka remains unchanged and provides for a fixed annual retirement benefit of $150,000, payable in equal monthly installments for life, subject to the terms of his existing agreement.

  73. Lyle Cunningham

    Lyle Cunningham 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.

  74. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation for each of our NEOs for the fiscal years ended December 31, 2025, 2024, and 2023 in accordance with SEC rules. Pursuant to these rules, NEOs may vary from year to year. The column “Change in Pension Value and Non-qualified Deferred Compensation Earnings” is intentionally omitted from the table since the Company does not maintain a pension plan.

  75. Summary Compensation Table

    | Executive | Year | Salary ($) (1) | Bonus ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Stock Awards ($) (4) | Option Awards ($) (5) | All Other Compensation ($) (6) | Total ($) | | Jay S. Sidhu Executive Chairman and Former Chief Executive Officer | 2025 | 850,000 | — | — | 2,065,906 | — | 39,050 | 2,954,956 | | | 2024 | 843,269 | — | — | 2,479,286 | — | 40,094 | 3,362,649 | | | 2023 | 778,788 | — | — | 2,891,317 | — | 91,406 | 3,761,511 | | Sam Sidhu President and Chief Executive Officer | 2025 | 725,000 | — | — | 12,077,187 | — | 125,144 | 12,927,331 | | | 2024 | 715,577 | — | — | 1,493,600 | — | 102,849 | 2,312,026 | | | 2023 | 643,269 | — | 372,600 | 1,648,466 | — | 54,604 | 2,718,939 | | Mark R. McCollom EVP, Chief Financial Officer | 2025 | 278,846 | — | 102,280 | — | — | 9,930 | 391,056 | | Philip S. Watkins (7) EVP, Head of Corporate Development and Investor Relations and Former Chief Financial Officer | 2025 | 425,000 | 170,000 | — | 636,987 | — | 9,721 | 1,071,708 | | | 2024 | 410,673 | — | — | 210,012 | — | 13,591 | 634,276 | | Lyle P. Cunningham EVP, Chief Banking Officer | 2025 | 425,000 | 250,000 | — | 220,505 | — | 261,996 | 907,501 | | | 2024 | 418,269 | — | — | 1,050,062 | 94,159 | 246,911 | 1,809,401 | | | 2023 | 388,462 | — | 200,000 | 490,845 | — | 230,485 | 1,309,792 | | Thomas H. Kasulka EVP, Chief Credit Officer | 2025 | 425,000 | 170,000 | — | 440,945 | — | 23,085 | 889,030 | | | 2024 | 425,000 | — | — | 575,004 | 64,037 | 284,223 | 1,348,264 |

  76. Summary Compensation Table

    (1)The amounts shown represent the salaries earned through December 31 of each year. Mr. McCollom was paid an annual base salary at the rate of $500,000 upon joining the Company during 2025. (2)The 2025 amounts shown in this column represent the portion of the annual incentives payable in cash to Messrs. Watkins, Cunningham and Kasulka, as described in the CD&A. The portion of the annual incentives payable as RSUs to Messrs. Watkins, Cunningham and Kasulka were granted on March 13, 2026, subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4 and will therefore be reported as 2026 Stock Awards in the 2027 Proxy Statement. (3)The 2025 amount shown for Mr. McCollom in this column represents the portion of his STI payable in cash, as described in the CD&A. The portion of the STI awarded as RSUs to Messrs. Jay Sidhu, Sam Sidhu and Mr. McCollom, as described in the CD&A, were granted on March 13, 2026, subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4 and will therefore be reported as 2026 Stock Awards in the 2027 Proxy Statement. (4)Amounts in this column represent the grant date fair market value of stock awards (RSUs and PBRSUs at target, as applicable) granted during 2025, 2024 and 2023 and computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. The grant date fair market values have been determined based on the assumptions and methodologies set forth in our 2025 financial statements (NOTE 14 - SHARE-BASED COMPENSATION PLANS). The 2025 amounts shown in this column include 2024 STI and LTI awards granted during 2025 to Messrs. Jay Sidhu, Sam Sidhu and Watkins, described in our 2025 proxy statement. The amount shown for Mr. Sam Sidhu also includes the Special One-Time CEO Transition Award granted in connection with the announcement of his appointment as Chief Executive Officer and described further in the CD&A. The amounts shown for Messrs. Cunningham and Kasulka represent Special Strategic Awards described in the CD&A. (5)Amounts in this column represent the grant date fair market value of stock option awards granted during 2025, 2024 and 2023 and computed in accordance with FASB ASC Topic 718. The grant date fair market values have been determined based on the assumptions and methodologies set forth in our 2025 financial statements (NOTE 14 - SHARE-BASED COMPENSATION PLANS). No stock option awards were granted to our NEOs during 2025. (6)The following supplemental table sets forth for 2025 the components of compensation reported as All Other Compensation above, based on the incremental cost to the Company of providing the benefit. Certain amounts may be based on reasonable estimates where actual cost is not precisely determinable. In such cases, the Company believes that the amounts shown are a reasonable approximation of the cost incurred.

  77. Summary Compensation Table

    | Executive | 401(k) Match ($) | Personal Use of Company Auto ($) | Exec. Life / Financial Planning ($) | Supplemental Retirement Plan / Split Dollar Life ($) | Healthcare and Country Club Memberships ($) | Total ($) | | Jay S. Sidhu | 9,615 | 3,461 | — | — | 25,974 | 39,050 | | Sam Sidhu | 10,048 | 4,580 | 1,414 | 38,602 | 70,500 | 125,144 | | Mark R. McCollom | 7,500 | — | 2,430 | — | — | 9,930 | | Philip S. Watkins | 8,400 | — | 1,321 | — | — | 9,721 | | Lyle P. Cunningham | 11,505 | 6,574 | 8,700 | 235,217 | — | 261,996 | | Thomas H. Kasulka | 10,546 | — | 12,539 | — | — | 23,085 |

  78. Summary Compensation Table

    •Employer matching contributions under our 401(k) Retirement Savings and Profit Sharing Plan consist of a 50% match of a participant's own pre-tax and Roth contributions to the plan up to the first 6% of eligible compensation (generally including base salary and cash-based incentive awards), up to annual limits established by the IRS. •Company-provided autos are primarily used for business purposes. The amounts shown above represent the value attributable to personal use. •Amounts shown for above for Exec. Life / Financial Planning represent company-paid premiums for executive life insurance policies. No incremental costs were incurred during 2025 for financial planning services. •Amounts shown for Supplemental Retirement Plan /Split Dollar Life includes costs attributable to maintaining supplemental executive retirement plans and imputed values related to split dollar life insurance policies for Messrs. Sam Sidhu and Cunningham during 2025. No costs were attributable to the Company during 2025 for existing supplemental executive retirement plan benefits for Messrs. Jay Sidhu and Kasulka. (7)Mr. Watkins did not qualify as an NEO for fiscal years prior to 2024; therefore, only compensation for fiscal 2024 and 2025 are presented.

  79. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth equity and non-equity awards granted to each of our NEOs during 2025. No stock options were granted to any named executive officer during fiscal 2025; accordingly, the columns related to option awards have been omitted from the table. In accordance with SEC rules, the table does not include awards granted during 2026. The CD&A includes additional information regarding the incentive awards made to NEOs and our share based compensation programs.

  80. 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 (#) | 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 | | | | | | | | STI RSU(3) | 3/14/2025 | | | | | | | 17,244 | 875,823 | | | LTI RSU(4) | 4/8/2025 | | | | | | | 11,135 | 476,021 | | | LTI PBRSU(5) | 4/8/2025 | | | | 8,321 | 16,642 | 24,963 | — | 714,062 | | Sam Sidhu | STI(2) | | 326,250 | 652,500 | 978,750 | | | | | | | | STI RSU(3) | 3/14/2025 | | | | | | | 13,237 | 672,307 | | | LTI RSU(4) | 4/8/2025 | | | | | | | 8,548 | 365,427 | | | LTI PBRSU(5) | 4/8/2025 | | | | 6,388 | 12,775 | 19,163 | — | 548,140 | | | PBRSU(6) | 7/23/2025 | | | | | 225,000 | | | 10,491,314 | | Mark R. McCollom | STI(2) | | 175,000 | 350,000 | 525,000 | | | | | | | Lyle P. Cunningham | RSU(7) | 7/9/2025 | | | | | | | 3,447 | 220,505 | | Thomas H. Kasulka | RSU(7) | 7/9/2025 | | | | | | | 6,893 | 440,945 | | Philip S. Watkins | STI(2) | | 106,250 | 212,500 | 340,000 | | | | | | | | STI RSU(3) | 3/14/2025 | | | | | | | 4,381 | 222,511 | | | LTI RSU(4) | 4/8/2025 | | | | | | | 3,878 | 165,785 | | | LTI PBRSU(5) | 4/8/2025 | | | | 2,898 | 5,796 | 8,694 | — | 248,690 |

  81. Grants of Plan Based Awards

    (1)Represents the grant date fair value, as calculated in accordance with FASB ASC Topic 718, of the equity awards shown. 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, 2025. (2)Messrs. Jay Sidhu and Sam Sidhu received 100% of their 2025 STI in the form of RSUs, and Messrs. McCollom and Watkins received a portion of their 2025 bonus in the form of RSUs, granted on March 13, 2026, subject to shareholder approval of the Amended 2019 Plan as described in Proposal 4. These RSUs will be reported as 2026 Stock Awards in the 2027 Proxy Statement. If shareholders do not approve the Amended 2019 Plan, the contingent grants will be cancelled or settled in cash as determined by LD&CC. (3)Represents the 2024 STI payable 100% in the form of RSUs. These awards vest in three equal installments on the first, second and third anniversaries of the grant date. (4)Represents 40% of the 2024 LTI payable in the form of RSUs. These awards vest in three equal installments on the first, second and third anniversaries of the grant date. (5)Represents 60% of the 2024 LTI payable in the form of PBRSUs. 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. (6)Represents the Special One-Time CEO Transition Award granted in connection with the announcement of Mr. Sam Sidhu's appointment as Chief Executive Officer. The award is subject to both (i) a stock price hurdle and (ii) continued service through January 1, 2031, and will vest only if both conditions are satisfied. The stock price hurdle condition will be achieved if, at any time during the five year period commencing January 1, 2026, the average closing price of the Company’s common stock equals or exceeds $125 for 20 consecutive trading days. (7)Represents Special Strategic Awards granted to Messrs. Cunningham and Kasulka. These awards vest in three equal installments on the first, second and third anniversaries of the grant date.

  82. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information on equity-based awards that were outstanding for each NEO at December 31, 2025. All awards relate to shares of Voting Common Stock unless otherwise noted in the footnotes.

  83. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | Executive | Grant Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexerciseable (#) | Option Exercise Price ($/share) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | | Jay S. Sidhu | 4/8/2025 | — | — | — | — | 16,642(2) | 1,216,863 | | | 4/8/2025 | — | — | — | — | 11,135(3) | 814,191 | | | 3/14/2025 | — | — | — | — | 17,244(4) | 1,260,881 | | | 4/12/2024 | — | — | — | — | 15,147(2) | 1,107,549 | | | 4/12/2024 | — | — | — | — | 6,732(3) | 492,244 | | | 3/15/2024 | — | — | — | — | 16,613(4) | 1,214,743 | | | 4/6/2023 | — | — | — | — | 34,417(2) | 2,516,571 | | | 4/6/2023 | — | — | — | — | 7,648(3) | 559,222 | | | 4/4/2023 | — | — | — | — | 16,916(4) | 1,236,898 | | | 1/5/2023 | — | — | — | — | 1,858(5) | 135,857 | | | 12/20/2017 | 500,000 | — | 26.65 | 12/20/2027 | — | — | | | 7/26/2017 | 120,000 | — | 28.24 | 7/26/2027 | — | — | | Sam Sidhu | 7/23/2025 | — | — | — | — | 225,000(6) | 16,452,000 | | | 4/8/2025 | — | — | — | — | 12,775(2) | 934,108 | | | 4/8/2025 | — | — | — | — | 8,548(3) | 625,030 | | | 3/14/2025 | — | — | — | — | 13,237(4) | 967,889 | | | 4/12/2024 | — | — | — | — | 11,401(2) | 833,641 | | | 4/12/2024 | — | — | — | — | 5,067(3) | 370,499 | | | 3/15/2024 | — | — | — | — | 7,503(4) | 548,619 | | | 4/6/2023 | — | — | — | — | 24,757(2) | 1,810,232 | | | 4/6/2023 | — | — | — | — | 5,501(3) | 402,233 | | | 4/4/2023 | — | — | — | — | 5,764(4) | 421,464 | | | 1/5/2023 | — | — | — | — | 1,858(5) | 135,857 | | | 4/28/2021 | — | 250,000(7) | 32.78 | 4/28/2031 | — | — | | | 2/24/2021 | — | 250,000(7) | 28.37 | 2/24/2031 | — | — | | Philip S. Watkins | 4/8/2025 | — | — | — | — | 5,796(2) | 423,804 | | | 4/8/2025 | — | — | — | — | 3,878(3) | 283,559 | | | 3/14/2025 | — | — | — | — | 4,381(4) | 320,339 | | | 3/15/2024 | — | — | — | — | 2,819(4) | 206,125 | | | 10/24/2023 | — | — | — | — | 8,333(8) | 609,309 | | | 4/4/2023 | — | — | — | — | 3,170(4) | 231,790 | | | 1/5/2023 | — | — | — | — | 1,858(5) | 135,857 | | | 2/24/2021 | — | 20,000(7) | 28.37 | 2/24/2031 | — | — | | Lyle P. Cunningham | 7/9/2025 | — | — | — | — | 3,447(9) | 252,045 | | | 12/19/2024 | — | 3,326(10) | 46.98 | 12/19/2034 | | — | | | 12/19/2024 | — | — | — | — | 8,869(4) | 648,501 | | | 3/15/2024 | — | — | — | — | 5,706(4) | 417,223 | | | 4/4/2023 | — | — | — | — | 4,611(4) | 337,156 | | | 1/5/2023 | — | — | — | — | 1,858(5) | 135,857 | | | 2/24/2021 | — | 10,000(7) | 28.37 | 2/24/2031 | — | — | | | 3/14/2019 | 5,123 | — | 19.28 | 3/14/2029 | — | — | | Thomas H. Kasulka | 7/9/2025 | — | — | — | — | 6,893(9) | 504,016 | | | 12/19/2024 | — | 2,262(10) | 46.98 | 12/19/2034 | — | — | | | 12/19/2024 | — | — | — | — | 6,031(4) | 440,987 | | | 2/23/2024 | — | — | — | — | 1,899(11) | 138,855 | | | 12/5/2023 | — | — | — | — | 1,293(11) | 94,544 |

  84. Outstanding Equity Awards at Fiscal Year End

    | (1) Shares are valued based on a $73.12 share price, the closing price of the Company’s common stock on December 31, 2025. | | (2) The amounts shown represent LTI PBRSU awards, assuming a payout at 100% of target. Actual payouts will be determined following the end of each respective performance period based on actual performance against targets. These PBRSUs vest on the third anniversary of each respective date of grant, as follows: PBRSUs granted on April 6, 2023 are scheduled to vest on April 6, 2026; PBRSUs granted on April 12, 2024 are scheduled to vest on April 12, 2027; PBRSUs granted on April 8, 2025 are scheduled to vest on April 8, 2028. | | (3) The amounts shown includes LTI RSU awards granted on April 6, 2023 scheduled to vest on April 6, 2026; LTI RSU awards granted on April 12, 2024 that are scheduled to vest in two equal installments on on April 12, 2026 and 2027; and LTI RSU awards granted on April 8, 2025 that are scheduled to vest in three equal installments on April 8, 2026, 2027 and 2028. | | (4) The amounts shown include RSUs underlying STI or bonus awards granted on April 4, 2023 scheduled to vest on April 4, 2026; RSUs granted on March 15, 2024 that are scheduled to vest in two equal installments on March 15, 2026 and 2027; RSUs granted on December 19, 2024 that are scheduled to vest in two equal installments on December 19, 2026 and 2027; and RSUs granted on March 14, 2025 that are scheduled to vest in three equal installments on March 14, 2026, 2027 and 2028. | | (5) The amounts shown represent RSUs scheduled to vest on January 5, 2026. | | (6) Represents the special one-time CEO transition PBRSU award scheduled to vest on January 1, 2031, subject to a stock price hurdle condition which will be achieved if, at any time during the five year period commencing January 1, 2026, the average closing price of the Company’s common stock equals or exceeds $125 for 20 consecutive trading days. | | (7) The stock options shown are scheduled to vest on the fifth anniversary of each respective date of grant, as follows: stock options granted on February 24, 2021 are scheduled to vest on February 24, 2026; and stock options granted on April 28, 2021 are scheduled to vest on April 28, 2026. | | (8) The amounts shown represent RSUs scheduled to vest on October 24, 2026. | | (9) Represents special strategic RSU awards related to onboarding new banking teams during 2024. The amounts shown are scheduled to vest in three equal installments on April 1, 2026, 2027 and 2028. | | (10) The stock options shown are scheduled to vest on the fifth anniversary of the date of grant, on December 19, 2029. | | (11) The amounts shown include RSUs granted on December 5, 2023 that are scheduled to vest December 5, 2026; and RSUs granted on February 23, 2024, that are scheduled to vest in two equal installments on February 23, 2026, and 2027. |

  85. 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, 2025.

  86. Option Exercises and Stock Vesting

    | | Option Awards (1) | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#) | Value Received on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Received on Vesting ($) (2) | | Jay S. Sidhu | — | — | 59,438(3) | 2,695,722(4) | | Sam Sidhu | — | — | 329,618(5) | 16,381,919(6) | | Mark R. McCollom | — | — | — | — | | Philip S. Watkins | — | — | 15,471(7) | 920,428(8) | | Lyle P. Cunningham | — | — | 14,978(9) | 835,270(10) | | Thomas H. Kasulka | — | — | 5,259(11) | 371,066(12) |

  87. Option Exercises and Stock Vesting

    | (1) No stock options were exercised by any of the NEOs during 2025. | | (2) The values shown were determined by multiplying the aggregate number of PBRSUs and RSUs on each specific vesting date by the closing price of the Company’s common stock on that date, or the last trading date immediately preceding the vesting date in the event the vesting date occurred on a non-trading date. | | (3) Represents 1,859 RSUs that vested on January 5, 2025; 8,307 RSUs that vested on March 15, 2025; 5,130 RSUs that vested on March 22, 2025; 16,916 RSUs that vested on April 4, 2025; 7,649 RSUs that vested on April 6, 2025; 6,737 PBRSUs that vested on April 7, 2025; 6,539 PBRSUs that vested on April 7, 2025; 2,935 RSUs that vested on April 7, 2025; and 3,366 RSUs that vested on April 12, 2025. | | (4) Reflects the closing price of the Company’s common stock of $48.83 on January 5, 2025, $50.79 on March 15, 2025, $51.55 on March 22, 2025, $43.46 on April 4, 2025, $43.46 on April 6, 2025, $43.40 on April 7, 2025, $43.40 on April 7, 2025, $43.40 on April 7, 2025, and $43.80 on April 12, 2025. | | (5) Represents 1,859 RSUs that vested on January 5, 2025; 300,000 PBRSUs that vested on January 22, 2025; 3,752 RSUs that vested on March 15, 2025; 2,207 RSUs that vested on March 22, 2025; 5,764 RSUs that vested on April 4, 2025; 5,502 RSUs that vested on April 6, 2025; 3,324 PBRSUs that vested on April 7, 2025; 3,227 PBRSUs that vested on April 7, 2025; 1,449 RSUs that vested on April 7, 2025; and 2,534 RSUs that vested on April 12, 2025. | | (6) Reflects the closing price of the Company’s common stock of $48.83 on January 5, 2025, $50.13 on January 22, 2025, $50.79 on March 15, 2025, $51.55 on March 22, 2025, $43.46 on April 4, 2025, $43.46 on April 6, 2025, $43.40 on April 7, 2025, $43.40 on April 7, 2025, $43.40 on April 7, 2025, and $43.80 on April 12, 2025. | | (7) Represents 1,859 RSUs that vested on January 5, 2025; 1,410 RSUs that vested on March 15, 2025; 697 RSUs that vested on March 22, 2025; 3,171 RSUs that vested on April 4, 2025; and 8,334 RSUs that vested on October 24, 2025. | | (8) Reflects the closing price of the Company’s common stock of $48.83 on January 5, 2025, $50.79 on March 15, 2025, $51.55 on March 22, 2025, $43.46 on April 4, 2025, and $70.11 on October 24, 2025. | | (9) Represents 1,859 RSUs that vested on January 5, 2025; 2,853 RSUs that vested on March 15, 2025; 1,220 RSUs that vested on March 22, 2025; 4,611 RSUs that vested on April 4, 2025; and 4,435 RSUs that vested on December 19, 2025. | | (10) Reflects the closing price of the Company’s common stock of $48.83 on January 5, 2025, $50.79 on March 15, 2025, $51.55 on March 22, 2025, $43.46 on April 4, 2025, and $75.83 on December 19, 2025. | | (11) Represents 949 RSUs that vested on February 23, 2025; 1,294 RSUs that vested on December 5, 2025; and 3,016 RSUs that vested on December 19, 2025. | | (12) Reflects the closing price of the Company’s common stock of $53.27 on February 23, 2025, $70.95 on December 5, 2025, and $75.83 on December 19, 2025. |

  88. Pension Benefits

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

  89. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The following Non-qualified Deferred Compensation table summarizes activity during 2025 and the account balance as of December 31, 2025 for our non-qualified defined contribution plans that provide for the deferral of compensation.

  90. 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) | — | — | 1,314,419 | — | 9,751,129 | | Sam Sidhu | — | 37,775 | — | — | 159,272 | | Lyle P. Cunningham | — | 231,574 | — | — | 804,002 | | Thomas H. Kasulka | — | — | — | — | 260,287 |

  91. Non-qualified Deferred Compensation

    (1)The amounts shown in this column are also included in the Summary Compensation Table for 2025 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 Executive Chairman” 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 $6,219,680 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 $2,516,590 for Mr. Sam Sidhu, $1,886,334 for Mr. Cunningham and $1,462,000 for Mr. Kasulka. As of December 31, 2025, 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.

  92. 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, 2025. 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, 2025, payments and benefits estimated due to Messrs. Jay Sidhu, Sam Sidhu, Watkins, Cunningham and Kasulka would be estimated as follows:

  93. 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) | 5,543,772 | 5,543,772 | — | | Other Incentive/Bonus (2) | 1,037,400 | 1,037,400 | — | | Health and Welfare Benefits (3) | 65,005 | 65,005 | — | | RSUs / PBRSUs (4) | 10,555,018 | 10,555,018 | 10,555,018 | | SERP Benefit | 9,751,129 | 9,751,129 | — | | Death Benefit (5) | — | — | 3,500,000 | | Excise Tax Gross Up | — | — | — | | Total | 26,952,324 | 26,952,324 | 14,055,018 |

  94. 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) | 4,378,800 | 4,378,800 | — | | Other Incentive/Bonus (2) | 796,400 | 796,400 | — | | Health and Welfare Benefits (3) | 198,163 | 198,163 | — | | Stock Options (4) | 21,272,500 | 21,272,500 | 21,272,500 | | RSUs / PBRSUs (4) | 23,501,572 | 23,501,572 | 23,501,572 | | SERP Benefit | — | 1,840,169 | — | | Death Benefit (5) | — | — | 3,340,169 | | Total | 50,147,435 | 51,987,604 | 48,114,241 |

  95. Potential Payments Upon Termination Or Change In Control

    | Mark R. McCollom (6) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Salary and Annual Performance Award (1) | 708,333 | 1,700,000 | — | | Other Incentive/Bonus (2) | 255,700 | — | — | | Death Benefit (5) | — | — | 1,500,000 | | Total | 964,033 | 1,700,000 | 1,500,000 |

  96. Potential Payments Upon Termination Or Change In Control

    | Philip S. Watkins (7) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Stock Options (4) | — | 895,000 | 895,000 | | RSUs / PBRSUs (4) | — | 2,210,783 | 2,210,783 | | Death Benefit (5) | — | — | 1,500,000 | | Total | — | 3,105,783 | 4,605,783 |

  97. 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 (8) | — | 1,950,000 | — | | Stock Options (4) | — | 534,442 | 534,442 | | RSUs / PBRSUs (4) | — | 1,790,782 | 1,790,782 | | SERP Benefit (10) | — | 1,595,768 | — | | Death Benefit (5) | — | — | 3,147,631 | | Total | — | 5,870,992 | 5,472,855 |

  98. Potential Payments Upon Termination Or Change In Control

    | Thomas H. Kasulka (9) | Resignation For Good Reason or Termination Without Cause ($) | Termination in Connection with Change in Control ($) | Death ($) | | Stock Options (4) | — | 59,129 | 59,129 | | RSUs / PBRSUs (4) | — | 1,178,402 | 1,178,402 | | SERP Benefit (10) | — | 1,157,003 | 1,500,000 | | Death Benefit (5) | — | — | 1,500,000 | | Total | — | 2,394,534 | 4,237,531 |

  99. 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 (2024, 2023, and 2022) 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. For purposes of the amounts shown above, compensation elements reflect each executive’s compensation in effect as of December 31, 2025. Effective January 1, 2026, the Company implemented new compensation arrangements for Messrs. Jay Sidhu and Sam Sidhu in connection with their respective role transitions. If such compensation arrangements had been in effect on December 31, 2025, the estimated severance and change in control payments for Messrs. Jay Sidhu and Sam Sidhu would have been approximately $4,067,972 and $6,047,558, respectively, under the same assumptions described above. These amounts are provided for illustrative purposes only and do not reflect actual amounts payable as of December 31, 2025. (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. For purposes of the amounts shown above, compensation elements reflect each executive’s compensation in effect as of December 31, 2025. Effective January 1, 2026, the Company implemented new compensation arrangements for Messrs. Jay Sidhu and Sam Sidhu in connection with their respective role transitions. If such compensation arrangements had been in effect on December 31, 2025, the estimated severance and change in control payments for for Messrs. Jay Sidhu and Sam Sidhu would have been approximately $0 and $1,190,023, respectively, under the same assumptions described above. These amounts are provided for illustrative purposes only and do not reflect actual amounts payable as of December 31, 2025. (3)Represents continuation of health and/or other welfare benefits over the payout period provided under each NEO’s applicable employment agreement. (4)Represents the value of outstanding stock options, RSUs and/or PBRSUs that become payable under each applicable scenario above, including with the consent of the LD&CC at the time an NEO may elect to retire upon reaching age 65. (5)The amount shown above for Mr. Jay Sidhu 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. The amounts shown above for Messrs. Sam Sidhu, McCollom, Watkins, Cunningham and Kasulka represents (a) the proceeds of company-provided group term life insurance and executive life insurance, the premiums for which are paid by us, and (b) for Messrs. Sam Sidhu and Cunningham, SERP benefits payable pursuant to Split Dollar Life Insurance in place between the Company and each executive. (6)Represents severance benefits pursuant to Mr. McCollom’s employment agreement. (7)Mr. Watkins does not have an employment agreement with the Company providing for compensation in connection with a separation of service or a change in control. (8)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. (9)Mr. Kasulka does not have an employment agreement with the Company providing for compensation in connection with a separation of service or a change in control. (10)The amounts shown represent SERP benefits payable upon an eligible Separation from Service, other than for Cause, within twelve months following a Change in Control, and for Mr. Kasulka, a minimum death benefit under his SERP of $150,000 for ten (10) years. Not shown above for Mr. Jay Sidhu is his fully vested SERP benefit, for which is he entitled to receive $300,000 per year payable for fifteen years following his separation of service. Excise tax gross-up provisions are included only in Mr. Jay Sidhu’s employment agreement. 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 $25 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 2025, 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, 2025. 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.

  100. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2025, our last completed fiscal year: •The median of the annual total compensation of all employees of our Company (other than Mr. Jay Sidhu), was $141,216. •The annual total compensation of Mr. Jay Sidhu, our Chairman & CEO, as reported, was $2,954,956 for 2025. Based on this information, the ratio for 2025 of the annual total compensation of our Chairman & CEO to the median of the annual total compensation of all employees is 21 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 for 2025 as the median employee identified in 2024 was no longer actively employed by the Company at the end of the year. There has not otherwise been a material change in the Company’s employee population that would result in a significant change in the pay ratio disclosure. 2.As of December 31, 2025, our employee population consisted of approximately 872 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 2025. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2025, 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, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $141,216. 5.With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2025 Summary Compensation Table.

  101. 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 aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” beginning on page 56.

  102. 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) | | | | 2025 | $2,954,956 | $6,888,921 | $3,237,325 | $6,515,081 | $402.20 | $123.12 | $224,088 | 3.32% | | 2024 | 3,362,649 | 1,913,422 | 2,028,820 | (779,034) | 267.77 | 106.43 | 181,469 | 3.15% | | 2023 | 3,761,511 | 9,749,751 | 1,687,191 | $8,647,252 | 316.94 | 79.79 | 250,143 | 3.29% | | 2022 | 2,648,914 | (24,380,210) | 1,162,237 | (6,853,690) | 155.89 | 107.01 | 228,034 | 3.19% | | 2021 | 3,900,601 | 46,206,289 | 2,459,948 | 10,623,163 | 359.57 | 145.53 | 314,647 | 3.70% |

  103. 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, 2025. (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:

  104. 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 | | 2025 | $2,954,956 | $(2,065,906) | $3,410,920 | $2,650,545 | $— | $17,696 | $(79,290) | $— | $6,888,921 | | 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 |

  105. 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, McCollom, Watkins, Cunningham and Kasulka in 2025, 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, and Ms. Leibold and Messrs. Sam Sidhu, Bowman, Cunningham and Richard A. Ehst for 2021. Mr. Ehst retired as the President and Chief Operating Officer effective July 1, 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, and as the Company’s Head of Corporate Development and Investor Relations effective as of August 15, 2025. Mr. McCollom was appointed as the Company’s CFO effective as of August 15, 2025. (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, McCollom, Watkins, Cunningham and Kasulka in 2025, 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, and Ms. Leibold and Messrs. Sam Sidhu, Bowman, Cunningham and Ehst for 2021 are adjusted as described in Note (1)(b) above as follows:

  106. 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 | | 2025 | $3,237,325 | $(2,675,125) | $3,339,782 | $2,454,742 | $— | $166,182 | $(7,825) | $— | $6,515,081 | | 2024 | 2,028,820 | (739,814) | 688,896 | (1,919,432) | — | (74,646) | (762,858) | — | (779,034) | | 2023 | 1,687,191 | (939,998) | 1,996,307 | 6,041,528 | — | (85,958) | (51,818) | — | 8,647,252 | | 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 |

  107. 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, 2020. (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, 2020. 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 2021 through 2025, 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.

  108. 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.

  109. 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.

  110. 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.

  111. 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.

  112. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  113. 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 2025 is set forth in the table below.

  114. DIRECTOR COMPENSATION TABLE (1) (2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Total ($) | | Andrea R. Allon | 60,000 | 139,992 | 199,992 | | Bernard B. Banks | — | 199,986 | 199,986 | | Robert J. Buford | — | 199,986 | 199,986 | | Rajeev V. Date (4) | 20,000 | 31,744 | 51,744 | | M. Michael Gill | 12,174 | 31,746 | 43,920 | | Robert M. Krasne | — | 43,934 | 43,934 | | Susan D. Looney | 6,087 | 37,804 | 43,891 | | Robert N. Mackay | — | 199,986 | 199,986 | | Daniel K. Rothermel | 128,261 | 151,231 | 279,492 | | Dalton T. Sirmans | 12,174 | 31,746 | 43,920 | | T. Lawrence Way | 75,000 | 124,958 | 199,958 | | Steven J. Zuckerman | — | 199,963 | 199,963 |

  115. 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, 2025. | | (4) Mr. Date resigned from the Board of Directors effective as of March 31, 2025. |

  116. DIRECTOR COMPENSATION TABLE (1) (2)

    For 2025, 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 2025 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 & Compliance Committee, the CSR Committee, and the Regulatory Affairs Sub-Committee. As discussed above under Proposal 4, the Company’s 2019 Stock Incentive Plan contains a Compensation Cap that sets 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, at $300,000 for the Lead Independent Director and $200,000 for all other non-employee Directors. If Proposal 4 is approved by shareholders, then the Compensation Cap for all non-employee Directors will be increased to $500,000. Customers does not provide any additional non-employee Director benefits, a non-employee Director retirement plan, or fee deferral programs.