Andrea R. Allon
Customers BancorpAbout Andrea R. Allon
Andrea R. Allon, age 63, has served on Customers Bancorp’s board since 2016 and is an independent director designated as an Audit Committee Financial Expert. She is a former Partner at Ernst & Young LLP and served as Chief Operating Officer of the Chamber of Commerce for Greater Philadelphia from May 2006 until her retirement in June 2024; she holds an MBA from Columbia University and a BS from the Wharton School of the University of Pennsylvania . She is currently nominated for a new term expiring in 2028, reflecting continued board confidence in her governance and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chamber of Commerce for Greater Philadelphia | Chief Operating Officer | May 2006 – June 2024 | Senior operating leader of a large, complex membership organization; governance and stakeholder engagement experience . |
| Ernst & Young LLP | Partner (audit services for public companies) | Over 20 years (Philadelphia and New York offices) | Led audits primarily in financial services and technology; deep internal controls and reporting expertise . |
| Various colleges (adjunct) | Adjunct instructor (accounting and auditing) | Not specified | Academic exposure informing audit literacy and training . |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| — | — | — | The 2025 proxy biography lists career roles but does not disclose any other current public company directorships for Ms. Allon beyond CUBI . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE rules; board confirms independence annually . |
| Committee assignments | Member: Audit; Nominating & Corporate Governance; Directors’ Risk; Chair: Corporate Social Responsibility (CSR) . |
| Financial expertise | Designated Audit Committee Financial Expert by the board . |
| Tenure status | Director since 2016; nominated for re‑election through 2028 . |
| Board/committee activity (context) | Board held 17 meetings in 2024 with 92% aggregate director attendance; Audit Committee held 20 meetings; Directors’ Risk Committee held 11 meetings plus a company‑wide Risk Summit in 2024 . |
Fixed Compensation (Non‑Employee Director – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrea R. Allon | 38,321 | 161,679 | 200,000 |
| Director Pay Structure (2024) | Detail |
|---|---|
| Annual director cash retainer | $70,000 (payable quarterly); each director may elect 0%, 50%, or 100% of cash in stock . |
| Annual equity | 2,500 shares of Voting Common Stock under the 2019 Stock Plan (subject to plan limits) . |
| Chair/lead fees | Lead Independent Director: $35,000; Audit Chair: $30,000; LD&CC and N&CG Chairs: $15,000; Chairs of Directors’ Risk, CSR, Regulatory Affairs, and Bank Compliance Committees: $10,000 . |
| Plan cap | Compensation cap per year: $300,000 (Lead Independent Director) and $200,000 (all other non‑employee directors) inclusive of cash and stock . |
| Allon role implication | As CSR Committee Chair, the pre‑cap total would have been $201,679, but the plan cap limits non‑lead director compensation to $200,000 . |
| Other benefits | No director retirement plan, no fee deferral programs, and no additional director benefits . |
Performance Compensation
- Non‑employee directors receive stock awards (including shares elected in lieu of cash); there are no option awards and no performance‑conditioned equity for directors disclosed for 2024 .
- The 2019 Stock Incentive Plan limits total annual compensation for non‑lead directors to $200,000 (aggregate cash plus stock), aligning director pay with shareholder‑approved plan constraints .
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Other public company boards | None disclosed for Ms. Allon in the 2025 proxy biography section . |
| Compensation committee interlocks (company level) | LD&CC members in 2024 were Zuckerman (Chair), Rothermel, and Banks; the company disclosed no LD&CC interlocks or insider participation issues . |
Expertise & Qualifications
- Public company audit and controls: Former EY partner leading public company audits in financial services and technology; board‑designated Audit Committee Financial Expert .
- Education: MBA (Columbia University); BS (Wharton School, University of Pennsylvania) .
- CSR oversight: Serves as Chair of the CSR Committee, providing governance oversight for corporate social responsibility disclosures and strategy .
Equity Ownership
| Holder | Voting Common Stock Beneficially Owned | Unvested RSUs | Percent of Class | Notes |
|---|---|---|---|---|
| Andrea R. Allon | 38,028 | — | <1% | Includes 965 shares indirectly via spouse (footnote 5); no pledge footnote disclosed for Ms. Allon . |
| Alignment Policies | Detail |
|---|---|
| Director stock ownership guideline | Non‑management directors must hold shares equal to 5× the annual cash retainer; 5‑year compliance window; maintain level while serving and for one year post‑service . |
| Hedging/derivatives | Prohibited for directors, officers, and employees under the Code of Conduct and Insider Trading Policy . |
Related‑Party Exposure and Conflicts
- Loans to directors are permitted only on substantially the same terms as comparable non‑affiliated transactions; in 2024 there were no Regulation O extensions of credit requiring board approval, and the Code of Conduct prohibits director transactions with the company other than routine banking services .
- The Affiliate and Related Party Transaction Policy requires Audit Committee approval (and in some cases board approval) for covered transactions over thresholds; directors submit annual questionnaires to identify such relationships .
- Independence: The board determined Ms. Allon independent under NYSE rules, considering routine banking transactions; no non‑routine related‑party items were flagged for her in the proxy .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay support at the 2024 Annual Meeting exceeded 97%, indicating broad shareholder approval of compensation practices; board committees report ongoing shareholder engagement on governance and compensation topics .
Governance Assessment
- Strengths:
- Independent director with deep audit pedigree; designated Audit Committee Financial Expert, enhancing financial reporting oversight .
- Active governance presence across risk, audit, and CSR; leadership as CSR Committee Chair supports transparency on non‑financial risks and stakeholder issues .
- Pay alignment: capped total director compensation and ability to take fees in stock, fostering ownership alignment; beneficial ownership disclosed and subject to anti‑hedging policies .
- Watch items (board‑level context):
- Aggregate board attendance was 92% in 2024 (no individual attendance rates disclosed) and committees are highly active (e.g., 20 Audit meetings; 11 Directors’ Risk meetings + Risk Summit), underscoring workload expectations for oversight .
- The board reports 13% female and 25% minority representation; continued refreshment could further strengthen diversity of perspectives (Ms. Allon contributes to gender diversity) .
- Pledging exists at the board level (CEO pledged shares), though no such pledging is disclosed for Ms. Allon; continued monitoring of pledging and alignment practices is prudent .
RED FLAGS: None specific to Ms. Allon identified in the 2025 proxy (no Section 16(a) delinquency noted for her; no related‑party transactions requiring approval; no pledging footnote) .