Mike Gill
Customers BancorpAbout Mike Gill
Maurice Michael (“Mike”) Gill is an independent, non-employee director appointed to Customers Bancorp’s board effective October 29, 2025. He is a retired attorney who spent 13 years at Accenture LLP as Managing Director, Global Complex Contracting, following 25+ years as a transactional attorney; he holds a B.S. in Business and a J.D. from the University of Missouri. He will also serve on the board of Customers Bank, the Company’s wholly owned subsidiary, effective the same date. The 8‑K announcing his appointment states there are no related‑party transactions and that he will receive standard non‑employee director compensation, pro‑rated for 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture LLP | Managing Director, Global Complex Contracting | 13 years (dates not disclosed) | Led complex contracting globally; expertise in large, complex commercial negotiations |
| Various law firms (not specified) | Transactional Attorney | 25+ years | Deep experience in transactional law and contracting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in filings reviewed | — | — | The appointing 8‑K does not list other public company directorships; additional details typically appear in the next proxy statement |
Board Governance
- Appointment and board size: Appointed September 24, 2025 (effective October 29, 2025); board size increased to 12.
- Independence: The 8‑K identifies him as a non‑employee director; formal independence determinations are made annually under NYSE rules and disclosed in the proxy.
- Committee assignments: Not disclosed at appointment; to be set by the board and typically disclosed in subsequent filings.
- Attendance: Not applicable yet; board attendance is reported annually in the proxy.
- Stock ownership and hedging: Directors must own shares equal to 5x the annual cash retainer within five years; hedging of Company securities is prohibited.
- Insider trading controls: Pre‑clearance and other restrictions under the Insider Trading Policy.
Fixed Compensation
Non‑employee director compensation structure (2024 program, reference for 2025 pro‑rating):
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer | $70,000 (payable quarterly; directors may elect 0%, 50%, or 100% in stock) | |
| Annual equity grant | 2,500 shares of Voting Common Stock under the 2019 Stock Plan | |
| Lead Independent Director fee | +$35,000 | |
| Committee Chair fees | Audit +$30,000; LD&CC +$15,000; N&CG +$15,000; Directors’ Risk +$10,000; CSR +$10,000; Regulatory Affairs +$10,000; Bank Compliance +$10,000 | |
| Plan caps | Max total per year: $300,000 (Lead Independent Director) or $200,000 (other non‑employee directors) inclusive of cash and equity | |
| 2024 actual director comp (context) | Example: Non‑chair directors commonly received ~$191,662 in stock; chair/lead roles received higher totals per schedule | |
| Options/meeting fees | Option Awards column omitted; no meeting fees disclosed |
- Gill’s 2025 pay: Will receive the same non‑employee director compensation, pro‑rated for service through year‑end 2025.
Performance Compensation
- Director pay structure uses fixed cash retainers and time‑based equity; there are no performance‑metric bonuses or option programs for directors in 2024 disclosures.
| Metric Category | Used for Director Compensation? | Notes |
|---|---|---|
| Revenue/EBIT/TSR metrics | No | Director compensation not tied to performance metrics in 2024 program |
| Options (strike/expiration) | No | Option Awards column omitted in 2024 director table |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | Not disclosed in the appointing 8‑K; additional information expected in the next proxy cycle |
| Interlocks (comp committee) | 2024 LD&CC interlocks: none disclosed for committee members in office then (context for governance environment) |
Expertise & Qualifications
- Legal and complex contracting: 25+ years as a transactional attorney plus 13 years at Accenture leading global complex contracting—relevant to contract risk, third‑party risk, and large‑deal oversight.
- Education: B.S. in Business and J.D., University of Missouri.
- Banking subsidiary governance: Concurrent appointment to Customers Bank board enhances alignment between holding company and bank oversight.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed yet for Gill; will be reported in the next proxy and/or Forms 3/4/5 after effective date |
| Ownership guideline | 5x annual cash retainer within five years; must maintain during service and for one year after service |
| Hedging/derivatives | Prohibited for directors under Code of Conduct and Insider Trading Policy |
| Pledging | Not specified in excerpts reviewed; no pledging policy disclosed in cited sections |
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 24,487,836 | 1,179,906 | 67,068 | 2,143,979 |
- 2025 engagement and governance changes included increasing board size to add expertise/diversity and enhanced CSR disclosures, among other steps.
Governance Assessment
-
Positive signals
- Independent, non‑employee appointment with no Item 404 related‑party transactions; compensation aligned to standard board program and pro‑rated, reducing transition friction.
- Strong ownership alignment requirements (5x retainer) and a prohibition on hedging.
- Robust governance framework (NYSE‑compliant independence standards; active LD&CC/N&CG oversight) and strong shareholder support on 2025 say‑on‑pay.
-
Watch items
- Committee assignments and 2025–2026 board attendance for Gill not yet disclosed; monitor subsequent 8‑Ks or the 2026 proxy for placement (Audit/Risk/N&CG/LD&CC) and engagement signals.
- Ownership accumulation toward guideline will need tracking (Forms 3/4) within the five‑year window.
-
Red flags
- None identified specific to Gill in the appointing 8‑K (no arrangements/understandings; no related‑party transactions).
Conclusion: Gill brings deep legal and complex contracting expertise likely additive to risk/commercial oversight at a growing digital‑forward bank. Key upcoming disclosures to assess board effectiveness will be his committee assignments, equity ownership progression toward the 5x guideline, and attendance/engagement metrics in the next proxy.