Robert N. Mackay

About Robert N. Mackay

Robert N. Mackay, 52, has served as an independent director of Customers Bancorp (CUBI) since 2022. He is CEO of Regnology (regulatory technology), previously CEO of Itiviti (sold to Broadridge in Apr-2021), and led cross-asset trading and risk businesses at FIS; he also serves as a director of banking-technology vendor Zafin. He holds a BA in Biology from Oxford University. Disclosed committee roles include the Directors’ Risk Committee (member), the Regulatory Affairs Committee (member), and the proxy biography also notes CSR Committee membership; he is classified as independent under NYSE rules and his current term expires in 2026 .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director since 2022; age 52; term expires 2026 .
• Committee assignments and chair roles: Member – Directors’ Risk Committee; Member – Regulatory Affairs Committee; biography also lists CSR Committee membership (no chair roles disclosed) .
• Board effectiveness and oversight:
  • Board held 17 meetings in 2024 with 92% average director attendance; eight of nine directors attended the 2024 annual meeting .
  • Directors’ Risk Committee met 11 times in 2024 and held one Company-wide Risk Summit; the committee defines risk appetite and oversees ERM .
  • Regulatory Affairs Committee (est. Oct-2023) met 22 times in 2024, overseeing the Regulatory Excellence Office and regulatory strategy/remediation .
  • Board conducts executive sessions, annual self-assessment, and maintains stock ownership/hedging prohibitions; seven of eight directors are independent .
• Independence standard: Board confirms Mackay meets NYSE independence standards; routine banking transactions are reviewed under independence and related-party policies .

Fixed Compensation

Director compensation structure and Mr. Mackay’s actual 2024 pay.

Program details:

• Standard non-employee director pay in 2024: $70,000 annual cash retainer, plus 2,500 shares; directors may elect to take none, 50%, or 100% of cash in stock .
• Additional cash retainers for chairs: Lead Independent Director $35,000; Audit Chair $30,000; LD&CC and N&CG Chairs $15,000; Directors’ Risk, CSR, Regulatory Affairs, and Bank Compliance Chairs $10,000 .
• Annual director compensation caps: $300,000 (Lead Independent Director) and $200,000 (all other non-employee directors), inclusive of cash and equity .
• No additional director benefits, retirement plan, or fee deferral programs .

Performance Compensation

• Director compensation is not tied to specific performance metrics; non-employee directors receive cash retainers and stock awards as described above. No option awards or non-equity incentive plan compensation are reported for directors .

Other Directorships & Interlocks

• Overboarding: Company policy notes 100% of directors serve on two or fewer public company boards; any public-company CEO serves on no more than one other public board .

Expertise & Qualifications

• Fintech/regtech, cybersecurity, enterprise risk management, and automation of financial services processes (25 years in fintech) .
• Background aligns with board cybersecurity oversight reporting and ISO/NIST frameworks under Directors’ Risk Committee oversight .
• Education: BA, Oxford University .

Equity Ownership

Additional alignment/disclosure points:

• Director stock ownership guideline: 5x the annual cash retainer; five-year compliance period from board appointment; prohibition on hedging/short sales .
• Section 16(a) compliance: No filing delinquencies noted for Mackay in 2024; the proxy lists delinquencies for other individuals and indicates overall compliance otherwise .
• Pledging: Proxy footnotes disclose pledging for CEO Jay S. Sidhu; no pledges are noted for Mackay in the beneficial ownership footnotes .

Governance Assessment

Strengths and signals supporting investor confidence

• Independent director with directly relevant fintech/regtech and security/risk expertise, seated on the Directors’ Risk and Regulatory Affairs committees that oversee ERM and regulatory posture .
• Alignment via equity: Mackay received 100% of his 2024 director compensation as stock awards (no cash), within the plan’s caps; stock ownership guidelines and hedging prohibition reinforce alignment .
• Board practices: Regular executive sessions, annual self-assessment, 92% board attendance, and robust committee cadence (Risk 11+Summit; Regulatory Affairs 22) indicate active oversight .
• Shareholder support: 2024 Say-on-Pay passed with over 97% approval, reflecting constructive compensation governance context (board-wide) .

Watch items and potential conflicts

• External fintech roles (CEO of Regnology; director at Zafin) could present potential vendor/partner conflicts; however, the proxy discloses no related-party transactions requiring approval and confirms loans/transactions with insiders follow standard terms; an Affiliate and Related Party Transaction Policy is administered by the Audit Committee .
• Committee listing nuance: The committee roster shows Mackay on Directors’ Risk and Regulatory Affairs committees; his biography also lists CSR Committee membership; investors may request clarification on current CSR assignment to ensure precision of committee disclosures .
• Broader governance context: While not specific to Mackay, the Chair/CEO roles are combined and there is a familial relationship between the CEO and President; the board uses a Lead Independent Director structure to balance oversight .

Appendix: Board Committee Context (for Mackay’s assignments)

• Directors’ Risk Committee: Oversees ERM framework, risk appetite, and monitoring across strategic, credit, liquidity, IRR, market, operational (including IT/cyber/third party), compliance, and reputation risks; 11 meetings + 1 Risk Summit in 2024 .
• Regulatory Affairs Committee: Oversees regulatory compliance strategy and remediation via the Regulatory Excellence Office; reviews resource allocation and regulator communications; 22 meetings in 2024 .