Sector: Financials
CUSTOMERS BANCORP INC · Meeting: May 26, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class III Directors of the Company
Dr. Looney joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; she brings relevant management, business administration, and regulated-industry experience, and no overboarding, attendance, independence, or familial-relationship flags apply.
Mr. Sirmans joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; his fintech software and venture capital background provides relevant expertise, and no overboarding, attendance, independence, or familial-relationship flags apply.
Mr. Zuckerman has served since 2009 and CUBI's 3-year price return of +339% far exceeds the peer group median of +56.2% by +282.8 percentage points, well above the 65pp trigger threshold for strong-positive TSR, so the TSR underperformance trigger does not apply; no overboarding, attendance, independence, or familial-relationship flags apply.
All three Class III nominees pass the policy screens: the two new directors (Looney, Sirmans) are within the 24-month exemption window, and the long-tenured director (Zuckerman) benefits from exceptional stock outperformance versus the QABA community bank benchmark and the company's disclosed compensation peer group. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
CEO
Sam Sidhu
Total Comp
$12,927,331
Prior Support
95%%
The prior Say on Pay vote received over 95% support at the 2025 annual meeting, indicating strong shareholder satisfaction with the compensation program. The pay structure emphasizes variable, performance-linked compensation — the proxy notes that the incoming CEO and outgoing CEO/Executive Chairman both elected to take 100% of their annual performance awards in company stock, and over the past 7 years the Executive Chairman took approximately 67% of his compensation in equity, well exceeding the 50-60% variable pay threshold required by policy. CUBI's 3-year total shareholder return of +339% far outpaces the QABA community bank benchmark return of +59.7% by +279 percentage points, confirming strong pay-for-performance alignment; on balance, no policy thresholds for an against vote are triggered.
Auditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$1,570,726
Non-Audit Fees
$763,471
Deloitte has served as CUBI's auditor since March 2019 (approximately 7 years), well below the 25-year tenure threshold; the non-audit fees (audit-related fees of $395,390 plus tax fees of $368,081 = $763,471) represent approximately 49% of audit fees ($1,570,726), which is just under the 50% independence-concern threshold; Deloitte is a Big 4 firm appropriate for a $2.6B market cap company, and no material restatements were identified.
The 2026 CUBI annual meeting ballot presents four proposals across standard governance categories: all three Class III director nominees pass policy screens (two are newly appointed and exempt from TSR review, and the long-tenured nominee benefits from outstanding stock performance versus the QABA benchmark), the auditor ratification clears both the tenure and non-audit fee ratio tests, and the Say on Pay vote is supported by a 95% prior-year approval, strong equity-heavy pay structure, and exceptional three-year total shareholder return that far exceeds the QABA community bank benchmark. The equity plan amendment (Proposal 4) falls outside the current scope of this policy and is flagged for separate review.
25 companies disclosed in 2026 proxy filing
