Glenn Hedde

About Glenn Hedde

Glenn A. Hedde is Executive Vice President and President, Mortgage Warehouse Lending at Customers Bancorp/Customers Bank, a role he has held since August 2009; he has 15 years of service and is 64 years old as of the 2025 proxy . Prior to Customers, Hedde was President of Commercial Operations at Popular Financial Holdings (2000–2008) with direct responsibility for managing $300+ million in mortgage warehouse lending, and earlier held mortgage banking, business development, and credit quality roles at GE Capital Mortgage Services and PNC Bank (1992–2000) . Company performance context: over the past five years, Customers delivered compound annual growth of 15% in revenue, 20% in Core EPS, and 16% in tangible book value, while emphasizing sustainable growth in revenue, EPS, and tangible book value as key long-term bank stock drivers .

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Hedde in Customers’ executive officer biographies and proxy disclosures reviewed .

Fixed Compensation

• The 2025 proxy provides detailed compensation only for Named Executive Officers (NEOs); Hedde (an “Other Executive Officer”) is not an NEO in 2024, and his base salary and target bonus are not disclosed in the filing .
• Company-wide executive ownership guidelines require “Other Executive Officers” to hold stock equal to 1x base salary within five years; unvested time-based RSUs count; hedging is prohibited .

Performance Compensation

Customers emphasizes pay-for-performance with short- and long-term incentives, comprehensive clawbacks, and no single-trigger change-in-control provisions . 2024 and 2025 short-term incentive (STI) performance metrics were set at the Company level (applied to NEOs; other executives may follow similar frameworks per LD&CC policy):

Long-term incentives (Company program):

• 40% time-based RSUs with 3-year ratable vesting; 60% performance-based RSUs (PBRSUs) with 3-year cliff vesting; “Rule of 65” retirement eligibility allows continued vesting for stock awards granted in December 2024 and future grants (min age 60 and 5 years of service; age + service ≥ 65) .
• Multiple clawback and recoupment requirements cover both cash and equity awards .

Equity Ownership & Alignment

Stock ownership guidelines and risk controls:

• Ownership requirement: “Other Executive Officers” must hold stock equal to one times base salary; five-year accumulation period; unvested time-based RSUs count; hedging prohibited under the Code of Conduct .
• The Company discloses no single-trigger CIC provisions and emphasizes clawbacks; severance in voluntary retirements prohibited by policy adopted in response to shareholder feedback .

Insider ownership and recent transactions (Form 4s):

Additional context:

• Company-wide beneficial ownership, pledging example: the CEO had pledged 712,171 shares; no pledging disclosure is made for Hedde in the documents reviewed .
• Insider trading policy prohibits hedging; pre-clearance is required for covered persons .

Employment Terms

Performance & Track Record (Company context)

• 2024 results: Full-year net income to common shareholders of $166.4 million ($5.09 diluted EPS), core earnings $183.1 million ($5.60), ROAA 0.85% (Core 0.92%), ROCE 10.4% (Core 11.4%), full-year NIM 3.15%, non-performing assets 0.25% of total assets at 12/31/2024, CET1 12.1%; book value per share rose to $54.20 and tangible book value per share to $54.08 at 12/31/2024 .
• Strategic priorities included deposit franchise transformation (immediately available liquidity to uninsured deposits 159%), and focus on primary relationship lending; 2025 STI metrics set to NIM, top-quartile NPL ratio vs peers, and liquidity coverage ≥150% .
• Five-year growth: revenue +15% CAGR, Core EPS +20% CAGR, TBV +16% CAGR, emphasizing shareholder value creation .

Compensation Governance, Peer Benchmarking, and Say‑on‑Pay

• LD&CC engages an independent compensation consultant (Aon); annual review of peer group and risk; robust clawbacks; stock ownership guidelines; no backdating/repricing; no single-trigger CIC .
• Say‑on‑Pay support: 2024 approval exceeded 97% of votes cast .

Investment Implications

• Alignment and retention: Long-tenured executive with specialized mortgage warehouse expertise; equity-heavy incentive design (RSUs/PBRSUs, “Rule of 65”) and 1x salary ownership guideline support alignment and retention for senior non-NEO officers like Hedde .
• Trading signals: Early 2025 activity shows routine tax-withholding on RSU vesting (F code) and a subsequent open-market sale (~15.8k shares at $58.25); Hedde still retained ~55.2k shares post-sale including 18,547 RSUs, suggesting continued exposure despite partial de-risking .
• Risk controls: No single-trigger CIC, comprehensive clawbacks, prohibition on hedging, and governance focus on pay-for-performance mitigate compensation-related risk; no pledging disclosure observed for Hedde in reviewed filings (contrast with CEO’s pledged shares) .
• Performance backdrop: Company delivered strong capital/liquidity and growth in TBV/share; 2025 STI metrics remain conservative (NIM, liquidity, asset quality), reinforcing prudent incentive design through the cycle .