Customers Bancorp (CUBI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 26, 2026, with virtual participation and electronic voting options for shareholders.

• Four key proposals: election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and amendment to the 2019 Stock Incentive Plan.

• Strong financial performance in 2025: net income to common shareholders of $209.2M, core earnings of $254.5M, and tangible book value per share up 14% to $61.77.

• Leadership transition completed with Sam Sidhu becoming CEO and Jay Sidhu moving to Executive Chairman.

• Continued focus on organic, deposit-led growth, technology innovation, and disciplined risk management.

Voting matters and shareholder proposals

• Election of three Class III directors (Susan D. Looney, Dalton T. Sirmans, Steven J. Zuckerman) for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendment to the 2019 Stock Incentive Plan, increasing authorized shares and director compensation cap.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 13 members, 11 of whom are independent; 15% female, 23% minority.

• Board succession planning and director education emphasized; regular performance self-assessments and strategic retreats.

• Lead Independent Director role in place; committee structure includes Audit, LD&CC, N&CG, Risk & Compliance, Regulatory Affairs, and CSR Committees.

• Ongoing shareholder engagement, with feedback driving governance and compensation enhancements.