Steven J. Zuckerman
Customers BancorpAbout Steven J. Zuckerman
Independent director of Customers Bancorp (CUBI), age 61, serving since 2009 (16 years of board tenure as of 2025). Zuckerman founded Clipper Magazine as an undergraduate, scaled it to national reach, sold the company to Gannett in 2003, and remained CEO until June 2013. He now operates as partner in Oaktree Development Group (real estate), is involved with the Lancaster Barnstormers minor league baseball team, and leads other digital marketing ventures—bringing entrepreneurship, customer strategy, and digital marketing expertise to CUBI’s board. He is designated independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clipper Magazine | Founder; CEO post-sale to Gannett | 1983–2013 | Built nationwide media platform; sale to Gannett in 2003; scaled to 1,000+ employees and 500 markets in 31 states. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Development Group | Partner (real estate development) | 2013–present | Entrepreneurial operating role. |
| Lancaster Barnstormers | Co-owner/partner (minor league baseball) | 2013–present | Community and brand engagement. |
| Digital/Tech Marketing Company | Principal/entrepreneur | 2013–present | Digital marketing strategy. |
Board Governance
- Committee assignments and leadership:
- Chair, Leadership Development & Compensation Committee (LD&CC); Member, Nominating & Corporate Governance (N&CG); Member, Directors’ Risk Committee; Member, Customers Bank Board Compliance Committee.
- Independence: Board lists Zuckerman as independent.
- Board and committee activity: Board met 17 times in 2024; overall board attendance 92%; LD&CC held 6 meetings; Directors’ Risk Committee held 11 meetings plus a company-wide Risk Summit; N&CG held 1 meeting; Audit Committee held 20 meetings.
- LD&CC interlocks/conflicts: None; LD&CC members (incl. chair) deemed independent; code prohibits transactions with LD&CC members beyond routine banking activities.
Fixed Compensation
| Component | Policy | Specific to Zuckerman (2024) |
|---|---|---|
| Annual Director cash retainer | $70,000 (quarterly) | $0 cash reported (elected stock). |
| Annual equity for Directors | 2,500 common shares under 2019 plan (subject to plan limits) | Stock awards $199,989; total $199,989. |
| Chair fees | $15,000 for LD&CC chair | Role qualifies; amounts constrained by plan limits. |
| Compensation cap | $200,000 for non-employee Directors; $300,000 for Lead Independent Director | Total aligns with $200,000 cap. |
Implication: Electing stock and reaching the plan cap points to stronger ownership alignment versus cash-heavy director pay.
Performance Compensation
LD&CC chair oversight of executive performance pay (illustrative 2024 metrics below).
| Short-Term Incentive Metric (Execs) | Weight | Threshold | Target | Outperform | Maximum | 2024 Actual |
|---|---|---|---|---|---|---|
| Q4 2024 NIM (tax-equivalent) | 50% | 2.60% | 3.25% | 3.575% | 3.90% | 3.11% |
| Liquidity to uninsured deposits | 25% | 120% | 150% | 165% | 180% | 159% |
| CET1 ratio | 25% | 9.00% | 11.25% | 12.375% | 13.50% | 12.09% |
| Long-Term Incentive Metric (PBRSUs) | Weight |
|---|---|
| 3-year Relative Total Shareholder Return | 33% |
| 3-year Relative Return on Avg. Common Equity | 33% |
| 3-year Relative Avg. Non-Performing Assets/Total Assets | 34% |
Oversight signals: LD&CC uses formulaic targets; 2024 STI was paid 100% in equity for NEOs to deepen alignment; LTI emphasizes risk-adjusted profitability and asset quality versus peers.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company directorships | None disclosed. |
| LD&CC interlocks | None; no relationships requiring Item 404 disclosure; independent compensation consultant used. |
| Related-party transactions | Routine banking only; no Reg O extensions requiring board approval in 2024; transactions reviewed under formal Related Party Transaction policy. |
Expertise & Qualifications
- Entrepreneur/operator with national-scale marketing and customer strategy expertise; digital marketing and loyalty solutions experience; real estate operating experience.
- Governance and compensation oversight experience as LD&CC chair aligned to shareholder feedback-driven reforms (annual say-on-pay, disclosure of metrics/rigor, clawbacks, ownership guidelines, and elimination/sunset of excise tax gross-ups in new contracts).
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Voting Common) | 76,148 shares | Less than 1% of class (company table). |
| Indirect beneficial ownership | 6,815 shares | Via Steven J. Zuckerman Revocable Trust. |
| Prior transfer | 218,254 shares | Transferred to Victoria H. Zuckerman 2006 MG Trust in 2012. |
| Shares outstanding (reference) | 31,584,164 | As of April 11, 2025. |
| Ownership % of outstanding | ~0.24% | 76,148 / 31,584,164 (computed; references for inputs). |
| Value of holdings (12/31/2024) | ~$3.71 million | Using $48.68 closing price. (76,148 × 48.68) |
| Pledged shares | None disclosed for Zuckerman | CEO pledge noted separately; no pledge note for Zuckerman. |
| Director ownership guideline | 5× annual cash retainer; 5 years to comply | Applies to non-management directors; individual compliance not explicitly disclosed. |
Governance Assessment
- Board effectiveness and engagement
- Active leadership as LD&CC chair; committee met 6 times in 2024; Board 17 meetings with 92% attendance; Risk oversight robust (11 meetings + Risk Summit).
- Independence and conflicts
- Independent director; LD&CC interlocks absent; related-party policies and Audit Committee oversight in place; no 2024 Reg O exceptions requiring board approval.
- Compensation and alignment
- Director compensation elected as stock (no cash), capped near plan limit ($199,989 total); company prohibits hedging; maintains clawbacks and stock ownership guidelines.
- Shareholder confidence signals
- 2024 say-on-pay approval >97%; LD&CC instituted formulaic metrics, annual say-on-pay, enhanced disclosure, and governance reforms per investor feedback.
- RED FLAGS / watch items
- CEO employment agreement retains legacy excise tax gross-up (sunset on retirement); while not attributable to Zuckerman, LD&CC chair oversight is relevant.
- Routine insider late filings did not include Zuckerman; overall Section 16(a) compliance noted for directors except specified individuals.
Bottom line: Zuckerman’s chairmanship of LD&CC, independence, and equity-heavy director pay support alignment and governance rigor. The compensation framework he oversees is highly formulaic with clear STI/LTI metrics tied to NIM, liquidity, capital, TSR, ROACE, and asset quality—mitigating risk-taking and strengthening investor confidence. Continued monitoring of legacy CEO provisions remains prudent.