false 0001488813 0001488813 2021-05-18 2021-05-18 0001488813 us-gaap:CommonStockMember exch:XNYS 2021-05-18 2021-05-18 0001488813 exch:XNYS us-gaap:SeriesCPreferredStockMember 2021-05-18 2021-05-18 0001488813 exch:XNYS us-gaap:SeriesDPreferredStockMember 2021-05-18 2021-05-18 0001488813 exch:XNYS us-gaap:SeriesEPreferredStockMember 2021-05-18 2021-05-18 0001488813 us-gaap:SeriesFPreferredStockMember exch:XNYS 2021-05-18 2021-05-18 0001488813 us-gaap:SubordinatedDebtMember exch:XNYS 2021-05-18 2021-05-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 12, 2021

(Exact name of registrant as specified in its charter)

Customers Bancorp, Inc.

Pennsylvania | 001-35542 | 27-2290659
(State or other jurisdiction of incorporation) | (Commission File number) | (IRS Employer Identification No.)

701 Reading Avenue
West Reading PA 19611
(Address of principal executive offices, including zip code)
(610) 933-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbols |  | Name of each exchange on which registered
Voting Common Stock, par value $1.00 per share |  | CUBI |  | New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share |  | CUBI/PC |  | New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, par value $1.00 per share |  | CUBI/PD |  | New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share |  | CUBI/PE |  | New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share |  | CUBI/PF |  | New York Stock Exchange
5.375% Subordinated Notes due 2034 |  | CUBB |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2021, Customers Bancorp, Inc. (the “Company”) entered into Supplemental Executive Retirement Plans (the “Plans”) for the benefit of Andrew Bowman, Carla Leibold and Samvir Sidhu (the “Executives”). The purpose of the Plans is to provide supplemental nonqualified pension benefits to the Executives and incentivize the Executives to continue to make substantial contributions to the success of the Company.
The Plans are intended to be and shall be administered as income tax nonqualified, unfunded plans primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(1). The Plans are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, the intent of the parties hereto is that the Plans shall be operated and interpreted consistent with the requirements thereof.
The Plans provide for, among other features, a monthly benefit payment to the Executive upon the Executive’s Separation from Service after reaching Normal Retirement Age for any reason other than death or Disability and continuing for the Executive’s lifetime; an Early Termination Benefit equal to the vested benefit payment in the event the Executive incurs a Separation from Service prior to Normal Retirement Age for any reason other than death or Change in Control payable monthly and continuing for the Executive’s lifetime; a Change in Control Benefit payable monthly and continuing for the Executive’s lifetime if the Executive is actively employed at the time of a Change in Control and incurs a Separation from Service, except for Cause, within twelve (12) months following the Change in Control; and certain disability and death benefits. The Plans also include certain Clawback, Noncompete, Non-Disclosure and Non-Solicitation provisions and provide for forfeiture of benefits in the event the Executive is terminated for Cause.
The amounts payable under the Plans has not been determined. Such amounts will generally be based on the account value of annuities to be purchased by the Company.
The foregoing description of the Plans does not purport to be complete and is qualified in its entirety by the terms and conditions of the Plans, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
++++++++++++++++++++++++++++++
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit |  | Description
Exhibit 10.1 |  | Supplemental Executive Retirement Plan of Andrew Bowman
Exhibit 10.2 |  | Supplemental Executive Retirement Plan of Carla A. Leibold
Exhibit 10.3 |  | Supplemental Executive Retirement Plan of Samvir Sidhu

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

| CUSTOMERS BANCORP, INC.
| By: /s/ Carla A. Leibold
| Name: Carla A. Leibold
| Title: Executive Vice President - Chief Financial Officer

Date: May 18, 2021

EXHIBIT INDEX

Exhibit |  | Description
Exhibit 10.1 |  | Supplemental Executive Retirement Plan of Andrew Bowman
Exhibit 10.2 |  | Supplemental Executive Retirement Plan of Carla A. Leibold
Exhibit 10.3 |  | Supplemental Executive Retirement Plan of Samvir Sidhu