Samvir S. Sidhu
Customers BancorpAbout Samvir S. Sidhu
Vice Chair and President of Customers Bancorp, Inc. and President & CEO of Customers Bank since July 1, 2021; joined the bank full-time in early 2020 after joining the Customers Bank board in 2012. Age 41; BA, Wharton School (University of Pennsylvania) and MBA, Harvard Business School. Prior roles include investment banking at Goldman Sachs, private equity at Providence Equity Partners, and founder/CEO of Megalith Capital Management (NYC real estate PE) from 2009 to early 2020 . Under the leadership team’s strategy, Customers reported 5-year annual growth of 15% revenue, 20% Core EPS, and 16% tangible book value; in 2024 delivered net income to common of $166.4m (EPS $5.09), NIM of 3.15%, strong liquidity (immediately available liquidity to uninsured deposits 159%), and 11% loan growth with NPAs at 0.25% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Megalith Capital Management | Founder and CEO | 2009–early 2020 | Built integrated NYC-focused real estate private equity platform (acquisition, repositioning, development, management) . |
| Providence Equity Partners | Private Equity | — | PE investing experience; informs capital allocation and strategic finance . |
| Goldman Sachs | Investment Banking | — | Transaction execution and advisory experience . |
External Roles
- No public company directorships disclosed for Samvir S. Sidhu in the proxy materials reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 535,577 | 643,269 | 715,577 |
| Target Annual Bonus (% of salary) | 75% (President) | 90% (President) | Not disclosed in proxy |
| Actual Annual Incentive Earned ($) | 600,000 (50% cash / 50% RSUs) | 931,500 (cash $372,600; RSUs $558,900) | 672,300 (100% RSUs, granted 2025) |
| All Other Compensation ($) | 50,256 | 54,604 | 102,849 |
| Total Reported Compensation ($) | 1,759,833 | 2,718,939 | 2,312,026 |
Performance Compensation
Annual Incentive Plan (STI) – Metrics, weights, targets, payout form
| Year | Metric | Weight | Target | Payout notes |
|---|---|---|---|---|
| 2024 | Q4 NIM (tax-equivalent) | 50% | ≥ 3.25% | Earned annual bonus $672,300 paid 100% in RSUs in 2025 . |
| 2024 | Liquidity to uninsured deposits (adjusted) | 25% | ≥ 150% | 2024 program emphasized liquidity and capital . |
| 2024 | CET1 ratio | 25% | ≥ 11.25% | 2024 NIM 3.15%; CET1 12.1% YE24 (company-wide results) . |
| 2023 | Growth in avg non‑interest bearing deposits | 50% | ≥ +50% vs 12/31/22 | Earned $931,500; paid 40% cash, 60% RSUs in 2024 . |
| 2023 | Liquidity to uninsured deposits | 25% | ≥ 150% | 2023 plan and weights disclosed . |
| 2023 | CET1 ratio | 25% | ≥ 9.5% | 2023 plan and weights disclosed . |
| 2025 (forward plan) | NIM (full-year) | 50% | ≥ 3.10% | 2025 STI metric set for alignment with profitability . |
| 2025 (forward plan) | NPLs / Total Loans (relative) | 25% | Top quartile vs peers | Credit quality emphasis . |
| 2025 (forward plan) | Liquidity to uninsured deposits | 25% | ≥ 150% | Liquidity safeguard . |
Long-Term Incentives (LTI) – award design and grants
- Structure: 100% stock-based; 40% time-based RSUs vest ratably over 3 years; 60% performance-based RSUs (PBRSUs) vest cliff at 3 years on relative metrics: 3-year TSR (33%), 3-year ROACE (33%), 3-year average NPAs/Assets (34%); payout multipliers from 50% at threshold (80% of peer median) to 150% at maximum (120% of peer median) .
| Grant date | Award type | Shares (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| 4/12/2024 | Time-based RSUs | 7,601 | 372,601 | 3-year ratable vesting . |
| 4/12/2024 | PBRSUs | 11,402 | 558,926 | 3-year cliff; relative TSR/ROACE/NPAs metrics . |
| 3/15/2024 | RSUs (time-based) | 11,255 | 547,893 (market value in OEA table) | Unvested as of 12/31/24 (time-based schedule) . |
| 4/6/2023 | Time-based RSUs | 16,504 | 406,659 | 3-year ratable vesting . |
| 4/6/2023 | PBRSUs | 24,757 | 665,732 | 3-year cliff; relative metrics . |
| 4/7/2022 | Time-based RSUs | 4,346 | 197,613 | 3-year ratable vesting . |
| 4/7/2022 | PBRSUs | 6,518 | 296,387 | 3-year cliff; relative metrics . |
| 1/22/2020 | Inducement RSUs | 300,000 | 6,657,000 | 5-year vest (1/22/2025) subject to performance criteria . |
| 2/24/2021 | Stock options | 250,000 | — | 5-year cliff vest (2/24/2026); expires 2/24/2031; strike $28.37 . |
| 4/28/2021 | Stock options | 250,000 | — | 5-year cliff vest (4/28/2026); expires 4/28/2031; strike $32.78 . |
Equity Ownership & Alignment
| Ownership snapshot | 4/12/2024 | 4/11/2025 |
|---|---|---|
| Beneficially owned common shares | 93,244 | 247,278 |
| Unvested RSUs (at target) | 48,760 | 47,478 |
| Ownership % of outstanding | <1% | <1% |
- Outstanding equity as of 12/31/2024: Unvested RSUs across multiple grants (e.g., 24,757 PBRSUs (2023), 11,401 PBRSUs (2024), time-based blocks from 2022–2024); 300,000 inducement RSUs (1/22/2020) unvested at YE24; 250,000 options (2/24/2021) and 250,000 options (4/28/2021) not yet exercisable .
- Change-in-control valuation basis (as of 12/31/2024 scenario): Stock options $9,052,500; restricted shares $19,055,104 attributed to Sam Sidhu in potential payments tables .
- Ownership guidelines: President required to hold stock equal to 4× base salary (raised from 3× in 2025); executives have 5 years to comply; unvested time-based RSUs count (PBRSUs excluded) .
- Hedging/derivatives prohibited by policy; no pledging disclosed for Sam; note: Chairman/CEO Jay S. Sidhu has 712,171 shares pledged as security (context for governance risk assessment) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective January 22, 2020; 3-year term with automatic annual extensions unless either party gives notice . |
| Current roles | Vice Chair & President, Customers Bancorp; President & CEO, Customers Bank (since 7/1/2021) . |
| Severance (no CIC within 12 months) | Cash severance equal to current base salary + average of last three annual bonuses for the greater of 3 years or remaining term; continued health benefits; full vesting of unvested equity; pro‑rated current-year bonus . |
| Severance (termination in connection with CIC within prior 12 months) | Lump sum cash equal to 3× (current base salary + 3‑year average bonus); continued health benefits up to 3 years; full vesting of unvested equity; pro‑rated current-year bonus; reduced to avoid 4999 excise tax (no gross‑up disclosed for Sam) . |
| Potential payments (as of 12/31/2024) | Without Cause/Good Reason: $32,869,263; With CIC: $34,655,113; Death: $31,393,454. Components include: Salary+Annual Award $4,086,500; Other Incentive/Bonus $672,300; Health Benefits $2,859; Stock Options $9,052,500; Restricted Shares $19,055,104; SERP (CIC only) $1,785,850; Death Benefit $3,285,850 . |
| Clawback/Policies | Comprehensive clawback covering cash and equity (SEC restatement-compliant); hedging prohibited; executive stock ownership guidelines enforced . |
| SERP and insurance | Participates in SERP with CIC value; executive life insurance policy with $1,000,000 death benefit (company-paid) . |
| Perquisites | Automobile, country club membership (consistent with peers/policy) . |
Compensation Structure Analysis
- Mix and trend: Rising base salary (2022→2024) with heavy variable pay; 2024 STI paid 100% in equity (signaling alignment and liquidity preservation), versus 2023 mix of 40% cash / 60% equity and 2022 50% cash / 50% equity .
- Performance linkage: STI centered on NIM, liquidity coverage, and CET1 (bank‑safety aligned); LTI 60% PBRSUs on relative TSR/ROACE/NPAs (multi‑year value creation and asset quality) .
- Retention features: Large 300,000 inducement RSU cliff vest on 1/22/2025 plus two 250,000 option grants cliff vesting in 2026 create strong retention hooks; options add upside sensitivity .
- Governance: Say‑on‑Pay approval >97% in 2024; independent consultant engaged; clawback and anti‑hedging in place; President ownership requirement increased to 4× salary in 2025 .
Risk Indicators & Red Flags
- Near-term selling pressure: The 300,000 inducement RSUs scheduled to vest on 1/22/2025 are material (YE24 scenario valuation $14.604m); expect tax‑driven sell‑to‑cover and potential incremental liquidity around vest date .
- Change-in-control leverage: CIC payments heavily driven by vesting of equity (RSUs and options totaling ~$28.1m in YE24 scenario), plus 3× cash multiple—material alignment but could create incentives around strategic events .
- Pledging context: No pledging disclosed for Sam; Chairman/CEO Jay S. Sidhu pledges 712,171 shares—monitor for governance optics though not directly attributable to Sam .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: 2024 approval over 97% of votes cast—indicative of strong investor support for pay design and outcomes .
- Shareholder engagement drove changes including higher ownership requirement for the President (from 3× to 4× salary) and limits on severance/pay practices .
Expertise & Qualifications
- Education: BA, Wharton; MBA, Harvard Business School .
- Domain expertise: Banking leadership, credit and specialty finance oversight; prior PE and IB experience; entrepreneurial track record in real estate .
- Roles: Member of executive committees; cross-functional leadership across risk, lending, and corporate development .
Employment Terms (Detail Table)
| Scenario (as of 12/31/2024) | Cash (Salary+Bonus) | Equity (Options + RSUs) | Benefits/Other | Total |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | 4,086,500 | 28,107,604 (9,052,500 + 19,055,104) | 675,159 (Other bonus $672,300 + Health $2,859) | 32,869,263 |
| Termination in Connection with CIC | 4,086,500 | 28,107,604 | 2,460, , (Other bonus $672,300 + Health $2,859 + SERP $1,785,850) | 34,655,113 |
| Death | — | 28,107,604 | 3,285,850 (Death benefit) | 31,393,454 |
Investment Implications
- Alignment and retention: Heavy use of performance‑based equity (PBRSUs) tied to profitability, asset quality, and relative TSR aligns leadership incentives with durable value creation; multi‑year cliff vesting and sizable unvested grants (including 2025/2026 cliffs) reduce near‑term departure risk .
- Near‑term technicals: The January 2025 vesting of 300,000 inducement RSUs is a potential overhang from sell‑to‑cover activity; monitor Form 4 filings and trading windows around vest dates for flow signals .
- Risk and safety posture: STI metrics (NIM, liquidity ≥150% of uninsured deposits, elevated CET1 targets) and LTI asset‑quality metrics indicate conservative risk orientation, supportive of bank resilience through cycles .
- Event sensitivity: CIC economics dominated by equity acceleration; while structurally common in banking, the magnitude implies that strategic alternatives could produce significant personal outcomes—maintain awareness during M&A rumor cycles .
- Governance backdrop: Strong Say‑on‑Pay support and enhanced stock ownership requirements for the President reduce governance friction; no pledging disclosed for Sam; hedging prohibited .