CUBI 8-K filed 2026 · insiderdelta

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Shareholders of Customers Bancorp, Inc. (the “Company”) on May 26, 2026, the shareholders approved an amendment to the Company’s 2019 Stock Incentive Plan which provides for an increase in the total number of shares of the Company’s common stock authorized under that plan by 750,000, from 3,320,325 to 4,070,325, and an increase of the limit on non-employee Director compensation permitted under the Company’s 2019 Stock Incentive Plan. The terms and conditions of the Company’s 2019 Stock Incentive Plan, as amended, are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026.

On February 19, 2026, the Leadership Development and Compensation Committee of the Board of Directors (the “LD&CC”) approved grants of an aggregate of 71,935 restricted stock units ("RSUs") in short-term annual performance awards to certain executives of the Company, effective March 13, 2026 and contingent upon shareholder approval of the amendment to the 2019 Stock Incentive Plan, as described above. The terms of those grants awarded to our named executive officers are as follows:

Time-Based RSUs (1)

Executive

Granted

(#)

Grant Date

Fair Value ($) (2)

Jay S. Sidhu

16,030

$1,037,400

Sam Sidhu

12,306

$796,400

Mark R. McCollom

2,371

$153,420

Philip S. Watkins

3,941

$255,000

Lyle P. Cunningham

5,795

$375,000

Thomas H. Kasulka

3,941

$255,000

(1) The RSUs granted under the short-term annual performance awards vest in three equal installments on each of the first, second and third anniversaries of the grant date.

(2) Grant date fair values are estimated based on the closing price per share the Company's common stock of $64.72 on March 13, 2026.

On April 8, 2026, the LD&CC approved grants of an aggregate of 15,043 RSUs and 22,563 performance-based restricted stock units (“PBRSUs”) in long-term incentive awards to certain named executive officers of the Company, contingent upon shareholder approval of the amendment to the 2019 Stock Incentive Plan, as described above. The terms of those grants awarded to participating named executive officers are as follows:

Time-Based RSUs (1)

PBRSUs (2)

Total Long-Term Incentive RSUs

Executive

Granted

(#)

Grant Date

Fair Value ($) (3)

Granted

(#)

Grant Date

Fair Value ($) (3)

Granted

(#)

Grant Date

Fair Value ($) (3)

Jay S. Sidhu

7,047

$520,000

10,570

$780,000

17,617

$1,300,000

Sam Sidhu

5,285

$390,000

7,927

$585,000

13,212

$975,000

Mark R. McCollom

2,711

$200,000

4,066

$300,000

6,777

$500,000

(1) The RSUs granted under the long-term incentive awards vest in three equal installments on each of the first, second and third anniversaries of the grant date.

(2) PBRSUs vest 100% on the third anniversary of their grant date, subject to performance with regard to the following metrics:

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%

For each goal, awards vest based on Company performance relative to its peers as follows:

Performance Requirement (% of peer group median)

Performance Award Multiple

Threshold

80%

50%

Target

100%

100%

Outperform

110%

125%

Maximum

120%

150%

(3) Grant date fair values are estimated based on the closing price per share of the Company's common stock of $73.80 on April 8, 2026.
CUBI Customers Bancorp, Inc. - 8-K

Item 5.02 - Departure/Election of Directors or Certain Officers

Item 5.07 - Submission of Matters to a Vote of Security Holders
