Daniel K. Rothermel
Customers BancorpAbout Daniel K. Rothermel
Independent Lead Director at Customers Bancorp (CUBI), age 87, serving since 2009. He chairs the Directors’ Risk Committee and the Nominating & Corporate Governance Committee, and serves on the Executive, Audit, Leadership Development & Compensation, and Regulatory Affairs Committees. He holds a B.S. in Business Administration (finance and accounting) from Penn State and a J.D. from American University; previously lead independent director at Sovereign Bancorp/Sovereign Bank. He is independent under NYSE rules and has indicated he will assist succession of his Lead Director and chair roles through the 2026 annual meeting, after which he does not intend to seek reelection .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sovereign Bancorp & Sovereign Bank | Director; Lead Independent Director | 20+ years | Audit, Governance, Risk Management; Chair of Executive Committee |
| Cumru Associates, Inc. (private holding company) | President & CEO; Chair of the Board | President & CEO since 1989; Chair since Jan 1, 2013 | Corporate governance/leadership of private holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (current) | — | — | None disclosed in proxy |
| Cumru Associates, Inc. | Chair of the Board | Since Jan 1, 2013 | Private company role (not a public company) |
Board Governance
- Independence and engagement: Independent Lead Director; Board lists 7 of 8 directors as independent in 2024 .
- Lead Independent Director responsibilities include approving agendas, calling executive sessions, liaising with shareholders, coordinating committee coverage, and contributing to CEO performance review, indicating high engagement and oversight .
- Committee assignments: Chair of Directors’ Risk Committee and Nominating & Corporate Governance Committee; member of Executive, Audit, Leadership Development & Compensation, and Regulatory Affairs committees .
- Board activity and attendance: 17 board meetings in 2024; directors’ overall attendance at board and committee meetings was 92% (individual attendance not separately disclosed) .
- Risk oversight: Directors’ Risk Committee held 11 meetings plus one company-wide Risk Summit in 2024; Audit Committee held 20 meetings in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Includes base director retainer and chair/lead director fees described below |
| Stock Awards (Grant-Date Fair Value) | 121,669 | Equity for directors, including standard stock grant and elections to receive fees in stock |
| Total | 251,669 | Subject to 2019 Stock Incentive Plan caps (Lead Director $300k; other directors $200k) |
| Structural Elements (2024) | Dollar Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 70,000 | Payable quarterly; directors may elect 0%, 50%, or 100% paid in stock |
| Standard annual stock grant | 2,500 shares | Issued under 2019 Stock Plan (value varies with share price) |
| Lead Independent Director fee | 35,000 | Additional cash award for Lead Independent Director |
| Committee chair fees | 15,000 (LD&CC and N&CG Chairs); 10,000 (Risk, CSR, Regulatory Affairs, Bank Compliance Chairs) | Rothermel chairs N&CG and Directors’ Risk |
| Director compensation limits | 300,000 (Lead Independent Director); 200,000 (others) | Combined cash + equity cap per calendar year |
Customers does not provide additional director benefits, director retirement plans, or fee deferral programs .
Performance Compensation
| Performance-Linked Elements for Directors | Status |
|---|---|
| Performance-based cash/stock metrics | None disclosed; director pay comprised of retainer, chair/lead fees, and annual stock grants (time-based) |
Executive pay metrics are used for NEOs (e.g., NIM, liquidity coverage, CET1), not for non-management directors .
Other Directorships & Interlocks
| Person | Other Boards/Interlocks | Notes |
|---|---|---|
| Daniel K. Rothermel | None current public boards disclosed | Prior service at Sovereign Bancorp/Sovereign Bank; no LD&CC interlocks or Item 404 relationships disclosed |
Expertise & Qualifications
- Legal and governance expertise (J.D., former general counsel; decades of board leadership) .
- Financial literacy (finance/accounting background; Penn State B.S.) .
- Extensive risk oversight experience (chairs Directors’ Risk Committee; prior risk committee roles at Sovereign) .
- Shareholder engagement and board process leadership as Lead Independent Director .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Unvested RSUs | Percent of Class | Notes |
|---|---|---|---|---|
| Daniel K. Rothermel | 112,676 | — | * (<1%) | As of April 11, 2025; beneficial includes any options/RSUs vesting within 60 days (none shown for Rothermel) |
| Director ownership guideline | 5x annual cash retainer | — | — | Directors have 5 years to reach guideline; prohibition on hedging applies |
No pledging of Rothermel’s shares is disclosed; pledging disclosure in table pertains to CEO Jay S. Sidhu, not Rothermel .
Governance Assessment
-
Strengths:
- Independent Lead Director role with robust responsibilities, suggesting effective board challenge and shareholder access .
- Deep banking and risk oversight experience; chairs risk and nominating/governance committees, enhancing risk discipline and succession/inclusion on the board .
- Transparent director pay structure with annual caps; mix of cash and stock supports alignment (standard 2,500-share grant, elective stock for fees) .
- Strong related-party and affiliate transaction policies; routine banking transactions considered in independence determinations, with Audit Committee oversight .
-
Watch items:
- Succession: At age 87, Rothermel plans to transition Lead Independent Director and chair roles and not seek reelection after the 2026 meeting; board succession planning underway to maintain continuity in risk and governance leadership .
- Attendance disclosure is at the board level (92%); individual director attendance not separately detailed—continued monitoring of committee workload/attendance advisable given heavy committee responsibilities .
-
Conflicts/Related Party:
- No specific related-party transactions with Rothermel disclosed; loans to executives/directors follow Regulation O on market terms; no extensions requiring board approval in 2024 .
- LD&CC interlocks: none; code prohibits transactions beyond routine banking services .
-
Shareholder confidence signals:
- Active lead director engagement model; structured shareholder outreach; annual committee charters and self-assessments; robust committee cadence (Risk and Audit) .
- Say-on-pay approval was 97% at 2024 annual meeting (reflects broader governance and pay program support) .
Overall, Rothermel’s profile reflects strong governance credibility and risk oversight, with an explicit succession timeline to transition key independent leadership roles by 2026 .