Bernard B. Banks
Customers BancorpAbout Bernard B. Banks
Bernard B. “Bernie” Banks (age 61) has served as an independent director of Customers Bancorp, Inc. since 2022, bringing deep expertise in leader development, organizational culture, and change management. He is Director of Rice University’s Doerr Institute for New Leaders (since January 2024), previously served six years on the senior leadership team and faculty at Northwestern University’s Kellogg School of Management, and retired from the U.S. Army as a Brigadier General after 29 years of active duty. He holds a Ph.D. in social-organizational psychology (Columbia), an MBA (Northwestern), an MPA (Harvard), and MA/MPhil (Columbia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern University – Kellogg School of Management | Senior leadership team and faculty | 6 years | Provided board-relevant insights in leader development, organizational culture, and organizational change |
| United States Army | Active duty officer; retired as Brigadier General | 29 years | Leadership, discipline, strategic planning experience applicable to board oversight |
External Roles
| Organization | Role | Tenure/Start | Scope/Notes |
|---|---|---|---|
| Rice University – Doerr Institute for New Leaders | Director | January 2024–present | Oversees leader development initiatives for all Rice University students |
Board Governance
- Committee assignments: Member, Directors’ Risk Committee; Leadership Development & Compensation Committee (LD&CC); Corporate Social Responsibility (CSR) Committee .
- Independence: Classified independent by the Board; all standing committees except Directors’ Risk and Regulatory Affairs consist solely of independent directors .
- Attendance and engagement: Board met 17 times in 2024; directors had 92% attendance at board and 92% across their committees; 8 of 9 directors attended the 2024 annual meeting .
- Executive sessions and oversight: Board meets regularly in executive session led by the Lead Independent Director; robust committee oversight of risk (11 meetings plus a Company-wide Risk Summit in 2024), audit (20 meetings), LD&CC (6), regulatory affairs (22), and CSR (1) .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards (Grant date fair value) | $191,662 |
| Total | $191,662 |
| 2024 CUBI Non-Employee Director Compensation Structure | Terms |
|---|---|
| Annual cash retainer | $70,000 (payable quarterly) |
| Annual equity grant | 2,500 shares of Voting Common Stock (under 2019 Stock Plan) |
| Cash-to-stock election | Director may elect none/50%/100% of cash fee paid in stock |
| Chair fees (additive) | Lead Independent Director $35,000; Audit Chair $30,000; LD&CC & N&CG Chairs $15,000; Risk/CSR/Regulatory Affairs/Compliance Chairs $10,000 |
| Annual comp cap per plan | $200,000 for non-Lead Directors; $300,000 for Lead Independent Director |
Governance signal: Banks’ 2024 compensation was entirely equity with no cash fee, reflecting stronger ownership alignment than a cash-heavy mix .
Performance Compensation
- As a non-employee director, Banks does not receive performance-based pay; however, as an LD&CC member he oversees performance-linked executive incentives.
| Executive STI Performance Metrics | 2024 Target/Threshold | Weight | 2025 Target | Weight |
|---|---|---|---|---|
| Net Interest Margin (tax equivalent) | ≥3.25% for Q4 2024 | 50% | ≥3.10% for FY 2025 | 50% |
| Liquidity coverage of uninsured deposits (adjusted) | ≥150% | 25% | ≥150% | 25% |
| Capital – CET1 ratio | ≥11.25% | 25% | — | — |
| Asset quality – NPL/Total Loans & Leases | — | — | Top quartile vs peers | 25% |
LD&CC governance practices include use of an independent compensation consultant (Aon), clawbacks, stock ownership guidelines, prohibition on hedging, and no single-trigger CIC provisions .
Other Directorships & Interlocks
- Current public company boards beyond CUBI: Not disclosed in Banks’ proxy biography .
- LD&CC interlocks: None; Item 407(e) disclosure notes no relationships requiring disclosure and no interlocks or insider participation among LD&CC members (Banks, Zuckerman, Rothermel) .
Expertise & Qualifications
- Leader development and organizational change expert; senior academic leadership background (Kellogg; Doerr Institute) .
- Military leadership credentials: retired Brigadier General, bringing operational discipline and strategic oversight .
- Education: Ph.D. (Columbia), MBA (Northwestern), MPA (Harvard), MA/MPhil (Columbia) .
Equity Ownership
| As of April 11, 2025 | Shares Beneficially Owned | Unvested RSUs | % of Class |
|---|---|---|---|
| Bernard B. Banks | 14,668 | — | * (less than 1%) |
- Director ownership policy: Non-management directors must own shares valued at 5x the annual cash retainer, with a five-year compliance window; hedging of Company securities is prohibited .
- Ownership alignment: Equity-only 2024 compensation and ongoing annual share grants support alignment with shareholder interests .
Governance Assessment
- Board effectiveness: Banks serves on LD&CC (human capital, incentive oversight), Directors’ Risk (ERM, risk appetite oversight), and CSR (disclosure and community impact), positioning him at key oversight intersections for performance, risk, and stakeholder governance .
- Independence and attendance: Independent status; board and committees collectively maintained 92% attendance in 2024, with regular executive sessions led by the Lead Independent Director .
- Shareholder alignment signals: 2024 Say‑on‑Pay approved by over 97% of votes; proactive investor outreach to top holders; LD&CC employs independent consultant and robust clawbacks/ownership policies .
- Related-party and conflicts review: Loans to executives/directors occur only on market terms; no Regulation O extensions requiring Board approval in 2024; Audit Committee reviews related-party transactions per policy .
- RED FLAGS: No director-level red flags identified for Banks in 2024–2025 disclosures; board-level note that the CEO has pledged shares as security (not applicable to Banks) .