Dalton Sirmans
Customers BancorpAbout Dalton Sirmans
Dalton Talley Sirmans was appointed as a non‑employee director of Customers Bancorp, Inc. effective October 29, 2025; he concurrently joined the Customers Bank board. He is Co‑Founder and Senior Partner of Amplio Ventures and Co‑Founder and former CEO of MainStreet Technologies, and holds an ALM in International Relations from Harvard University Extension School, a BS in Criminal Justice from Valdosta State University, and an AS in Sociology from Abraham Baldwin Agricultural College . The company reported no related‑party transactions with Sirmans under Item 404(a) and indicated new directors receive the same compensation and benefits as non‑employee directors generally, pro‑rated to year‑end .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MainStreet Technologies | Co‑Founder; former Chief Executive Officer | Not disclosed | Fintech operating experience relevant to risk, operations, and technology oversight |
| Amplio Ventures | Co‑Founder; Senior Partner | Not disclosed | Investment leadership experience relevant to strategy and capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amplio Ventures | Senior Partner | Not disclosed | Private investment firm; potential network value; no related‑party transactions reported with CUBI |
| MainStreet Technologies | Former CEO | Not disclosed | Prior operating executive role; technology exposure |
Board Governance
- Appointment and scope: Appointed to Customers Bancorp board effective Oct 29, 2025; also appointed to Customers Bank board the same date .
- Independence: CUBI determines director independence annually under NYSE rules; for 2024, all directors except the CEO were independent. For Sirmans’ appointment, the company disclosed no related‑party transactions and no selection arrangements, supporting independence; formal determination will occur in the next annual cycle .
- Committee assignments: Not disclosed for Sirmans in the appointment 8‑K; the board maintains Audit, Directors’ Risk, Leadership Development & Compensation (LD&CC), Nominating & Corporate Governance (N&CG), Regulatory Affairs, CSR, and Executive committees .
- Board effectiveness context: 17 board meetings in 2024 with 92% director attendance; seven of eight directors independent; regular executive sessions; board self‑assessment and retreats . Lead Independent Director role is active and presides over executive sessions and agendas .
- Shareholder engagement: 97% Say‑on‑Pay approval at 2024 meeting; proactive outreach to top holders; committees responsive to governance feedback .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $70,000 | Payable quarterly; directors may elect none/50%/100% of cash fee in stock |
| Annual equity grant | 2,500 shares of Voting Common Stock | Granted under 2019 Stock Incentive Plan; subject to plan limits |
| Chair fees | $35,000 Lead Independent Director; $30,000 Audit Chair; $15,000 LD&CC and N&CG Chairs; $10,000 Risk, CSR, Regulatory Affairs, and Bank Compliance Chairs | Subject to annual compensation caps per the plan |
| Annual compensation caps | $300,000 Lead Independent Director; $200,000 other non‑employee directors | Combined cash + equity cap per plan |
| Pro‑ration for 2025 service | Pro‑rated to year‑end for new directors | Applies to Sirmans for 2025 partial year |
Stock ownership guideline for non‑management directors: 5× annual cash retainer, to be met within five years and maintained during service and for one year post‑service .
Performance Compensation
| Item | Disclosure | Metrics |
|---|---|---|
| Director short‑term/long‑term performance pay | Not applicable | CUBI does not tie non‑employee director compensation to operational performance metrics; equity grants are retainer‑based and subject to plan limits |
Executive pay metrics (for context, not applicable to directors): STI metrics in 2024 included Q4 NIM ≥3.25%, liquidity ≥150% of uninsured deposits, CET1 ≥11.25%; LTI PBRSUs based on 3‑year relative TSR (33%), ROACE (33%), and average non‑performing assets/total assets (34%) .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No related‑party transactions reported with CUBI under Item 404(a) at appointment |
Expertise & Qualifications
- Education: ALM International Relations (Harvard University Extension School); BS Criminal Justice (Valdosta State University); AS Sociology (Abraham Baldwin Agricultural College) .
- Domain experience: Fintech operations (MainStreet Technologies) and investment leadership (Amplio Ventures), aligned with board needs in technology, risk, and strategy .
- Board skills framework: CUBI prioritizes financial literacy, technology, risk oversight, governance, and independence in director selection .
Equity Ownership
| Filing | Date | Security | Reported Detail |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 29, 2025 | Common stock and derivatives (if any) | Initial beneficial ownership filed upon appointment; specific holdings not detailed here; see SEC filing |
Insider Trading Policy: Annual acknowledgment required; prohibitions on short‑term trading, short sales, derivatives, and hedging transactions; pre‑clearance required for those likely to possess MNPI .
Stock ownership guidelines: 5× retainer for directors; prohibition of hedging applies to directors .
Governance Assessment
-
Positive signals
- Clean appointment disclosures: No selection arrangements, no Item 404 related‑party transactions; compensation aligned to standard non‑employee director program and pro‑rated for 2025 .
- Skill fit: Prior fintech operating and investment experience complements board emphasis on technology and risk oversight .
- Strong governance backdrop: High board attendance, independence majority, active Lead Independent Director, robust committee structure, and shareholder engagement with high Say‑on‑Pay support (97%) .
- Ownership alignment: Director stock ownership requirements (5× cash retainer) and anti‑hedging policy .
-
Open items / monitoring
- Committee assignments: Not disclosed at appointment; monitor subsequent filings for Sirmans’ committee roles and chair positions .
- Ownership build‑up: Track Form 3/4/5 updates for share accumulation toward the 5× retainer guideline .
- Board independence determination: Formal annual determination will be reported in the next proxy; current record of no related‑party transactions is supportive .
-
Red flags
- None disclosed for Sirmans at appointment (no related‑party transactions; no compensatory arrangements beyond standard director program) .
- Company‑level items to monitor: CEO share pledging disclosed in 2025 proxy for Jay S. Sidhu; not directly related to Sirmans but relevant to overall governance risk oversight .
Overall view: Sirmans’ background and clean appointment disclosures support investor confidence. Key diligence items are his committee placement, ownership accumulation pace under director guidelines, and any future related‑party disclosures. The board’s governance posture (attendance, independence, active committees, and shareholder engagement) provides a constructive framework for effective oversight .