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Customers Bancorp (NYSE: CUBB) grants new supplemental retirement plan to executive

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Customers Bancorp, Inc. entered into a new Supplemental Executive Retirement Plan for executive Lyle Cunningham, replacing a prior plan adopted on April 27, 2022. The plan is a nonqualified, unfunded deferred compensation arrangement for a select group of management under ERISA and is intended to comply with Section 409A of the tax code.

Under the plan, Cunningham is entitled to a $12,500 monthly benefit after separation from service upon reaching normal retirement age, payable for life. It also provides an early termination benefit, a lifetime change in control benefit if he separates (other than for cause) within 12 months after a change in control, and disability and death benefits. Clawback, noncompete, non-disclosure, non-solicitation, and forfeiture-for-cause provisions are included.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Monthly SERP benefit $12,500 per month Payable for Cunningham’s lifetime after separation at normal retirement age
Change in control window 12 months Separation (not for cause) within 12 months after change in control triggers benefit
Plan adoption date July 8, 2026 Date Customers Bancorp entered into new Supplemental Executive Retirement Plan
Prior plan reference date April 27, 2022 Date of the superseded Supplemental Executive Retirement Plan for Cunningham
Supplemental Executive Retirement Plan financial
"entered into a Supplemental Executive Retirement Plan (the “Plan”) for the benefit of Lyle Cunningham"
nonqualified, unfunded plan financial
"intended to be and shall be administered as an income tax nonqualified, unfunded plan"
Section 409A regulatory
"intended to comply with the requirements of Section 409A of the Internal Revenue Code"
Change in Control financial
"a Change in Control Benefit payable monthly and continuing for the Executive’s lifetime"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Clawback financial
"The Plan also includes certain Clawback, Noncompete, Non-Disclosure and Non-Solicitation provisions"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
ERISA regulatory
"within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)"
ERISA is a U.S. federal law that sets rules for private employer retirement and benefit plans, requiring plan managers to act in participants’ best interests, provide regular disclosures, and follow basic reporting and funding standards. For investors, ERISA matters because it shapes a company’s pension and benefit obligations, creates potential legal and financial liabilities, and influences how corporate assets tied to employee plans are governed—think of it as rules that keep a company’s employee savings pot transparent and responsibly managed.
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FAQ

What did Customers Bancorp (CUBB) disclose about Lyle Cunningham’s retirement benefits?
Customers Bancorp adopted a new Supplemental Executive Retirement Plan for executive Lyle Cunningham. It replaces a 2022 plan and provides nonqualified, unfunded deferred compensation, including lifetime monthly payments, early termination protection, and change in control, disability, and death benefits, subject to restrictive covenants and forfeiture for cause.

How much will Lyle Cunningham receive under Customers Bancorp’s new SERP?
The plan provides a lifetime monthly benefit of $12,500 once Cunningham separates from service after reaching normal retirement age. Additional benefits may apply for early termination, change in control events, disability, or death, all governed by detailed terms in the formal plan document filed as an exhibit.

How does the Customers Bancorp SERP treat change in control events?
If Cunningham is actively employed at the time of a change in control and then separates from service, except for cause, within 12 months, he receives a lifetime change in control benefit. This protection is designed to preserve his supplemental retirement income through corporate ownership transitions.

Is Customers Bancorp’s Supplemental Executive Retirement Plan for Lyle Cunningham qualified under ERISA?
The plan is a nonqualified, unfunded deferred compensation arrangement intended for a select group of management or highly compensated employees under ERISA Sections 201(2), 301(a)(3), and 401(a)(1). It is structured to comply with Section 409A of the Internal Revenue Code for tax purposes.

What restrictive provisions apply to Lyle Cunningham under Customers Bancorp’s SERP?
The plan includes clawback, noncompete, non-disclosure, and non-solicitation provisions. Benefits may be forfeited if Cunningham is terminated for cause. These terms are intended to protect the company’s interests while providing supplemental retirement benefits to a key executive over his lifetime.
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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): July 8, 2026

Capture.jpg

(Exact name of registrant as specified in its charter)
Customers Bancorp, Inc.
Pennsylvania001-3554227-2290659
(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 classTrading SymbolsName of each exchange on which registered
Voting Common Stock, par value $1.00 per shareCUBINew York Stock Exchange
5.375% Subordinated Notes due 2034CUBBNew 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 July 8, 2026, Customers Bancorp, Inc. (the “Company”) entered into a Supplemental Executive Retirement Plan (the “Plan”) for the benefit of Lyle Cunningham (the “Executive”). The purpose of the Plan is to provide supplemental nonqualified pension benefits to the Executive and incentivize the Executive to continue to make substantial contributions to the success of the Company. The Plan supersedes the prior Supplemental Executive Retirement Plan adopted by the Company on behalf of Executive on April 27, 2022.

The Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan 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 Plan is 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 Plan shall be operated and interpreted consistent with the requirements thereof.

The Plan provides for, among other features, a monthly benefit payment of $12,500 to the Executive upon the Executive’s Separation from Service after reaching Normal Retirement Age for any reason other than death 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 Plan also includes certain Clawback, Noncompete, Non-Disclosure and Non-Solicitation provisions and provides for forfeiture of benefits in the event the Executive is terminated for Cause.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Plan, a copy of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.



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Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.

ExhibitDescription
Exhibit 10.1
Supplemental Executive Retirement Plan of Lyle Cunningham


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/ Andrew B. Sachs
Name: Andrew B. Sachs
Title: Executive Vice President - General Counsel and Corporate Secretary

Date: July 8, 2026



EXHIBIT INDEX

ExhibitDescription
Exhibit 10.1
Supplemental Executive Retirement Plan of Lyle Cunningham


Source: View Original Filing on SEC EDGAR

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