Susan Looney
Customers BancorpAbout Susan Looney
Susan Diane Looney was appointed as an independent, non-employee director of Customers Bancorp, Inc. (CUBI), effective October 29, 2025, and concurrently as a director of Customers Bank . She is the sixth president of Reading Area Community College in Reading, PA. Her credentials include an Associate’s Degree (Brookdale Community College), B.S. and MBA (Monmouth University), J.D. (Widener University School of Law), and Ed.D. in Higher Education Leadership (Nova Southeastern University) . As of her Form 3 filed November 12, 2025 for the 10/29/2025 event date, she reported no beneficial ownership of CUBI securities .
Past Roles
Not disclosed in CUBI filings reviewed.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reading Area Community College | President | Not disclosed | Higher education leadership; governance experience |
Board Governance
- Appointment and independence: Looney was appointed 10/29/2025; the company disclosed no related-party transactions under Item 404(a) and stated she will receive non-employee director compensation, signaling independence intent (formal independence determinations are made annually per NYSE standards) .
- Lead Independent Director: Daniel K. Rothermel; responsibilities include agenda approval, executive sessions, liaison role, and shareholder engagement .
- Committee structure (2024 baseline): Standing committees include Directors’ Risk, Audit, Leadership Development & Compensation (LD&CC), Nominating & Corporate Governance (N&CG), Regulatory Affairs, CSR; aside from Risk and Regulatory Affairs, committees consist solely of independent directors .
- Attendance and activity (2024 baseline): Board met 17 times with 92% attendance; Audit held 20 meetings; LD&CC held 6 meetings; N&CG held 1; Directors’ Risk held 11 and a risk summit; Regulatory Affairs held 22; CSR held 1 .
- Stock ownership guidelines: Non-management directors must hold shares equal to 5x the annual cash retainer within five years of appointment; hedging of Company securities is prohibited .
- Say-on-pay context: 2024 say-on-pay approval exceeded 97%, reflecting investor support for compensation governance .
Fixed Compensation
CUBI’s standard non-employee director compensation structure (2024 policy) applies to Looney pro-rata for 2025 post-appointment:
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $70,000 per year; payable quarterly; directors may elect 0%, 50%, or 100% of cash fee in stock | |
| Annual equity grant | 2,500 shares of Voting Common Stock issued under 2019 Stock Plan | |
| Lead Independent Director chair fee | $35,000 | |
| Audit Committee chair fee | $30,000 | |
| LD&CC chair fee | $15,000 | |
| N&CG chair fee | $15,000 | |
| Other committee chair fees (Risk, CSR, Regulatory Affairs, Bank Compliance) | $10,000 each | |
| Pro-rating for partial-year service | Pro-rated through fiscal year end for new directors | |
| Caps on director total comp (cash+stock) | $300,000 for Lead Independent Director; $200,000 for other non-employee directors | |
| Benefits/retirement/deferrals | No additional director benefits, retirement plan, or fee deferral programs |
Performance Compensation
CUBI does not tie director pay to performance metrics; option awards and non-equity incentive compensation are omitted for directors in the proxy’s Director Compensation Table. No director retirement plan or deferred compensation programs are provided.
| Metric or Element | Status | Source |
|---|---|---|
| Performance metrics tied to director compensation | None disclosed | |
| Option awards to directors | Not included (columns intentionally omitted) | |
| Non-Equity Incentive Plan Compensation (directors) | Not included (columns intentionally omitted) | |
| Director retirement/fee deferral programs | Not provided |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees/Interlocks | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships disclosed in CUBI filings reviewed |
Expertise & Qualifications
- Higher education leadership (college president), legal training (JD), and business administration (MBA), which complement board oversight of human capital and governance .
- Board governance framework emphasizes independence, risk oversight, compensation governance, and CSR, aligning with her background in leadership and policy .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Form 3 filing date | 2025-11-12 | |
| Event date | 2025-10-29 | |
| Relationship | Director | |
| Table I – Non-derivative beneficially owned | No securities beneficially owned (reported as none) | |
| Table II – Derivative securities | None reported | |
| Hedging policy | Hedging of Company securities prohibited | |
| Director ownership guideline | 5x annual cash retainer; 5 years to comply |
Governance Assessment
- Board effectiveness and independence: Looney joins under a governance regime where committees (except Risk and Regulatory Affairs) are fully independent; independence determinations are made annually and the company disclosed no related-party transactions for her at appointment—positive signals for investor confidence .
- Engagement and attendance: 2024 baseline shows high Board activity and 92% attendance. As a new director, Looney’s 2025 attendance isn’t yet disclosed; monitoring her committee assignments and participation will be key .
- Compensation alignment: Director pay framework blends cash and annual stock, with ability to receive cash retainer in shares, capped by plan limits—moderate, shareholder-friendly structure; absence of director options, retirement, or fee deferrals reduces risk of pay complexity or misalignment .
- Ownership alignment: Initial Form 3 shows no holdings as of 10/29/2025. Given the 5x retainer guideline and five-year compliance window, we expect progressive accumulation of shares; monitor for adherence and any pledging disclosures (hedging is prohibited; pledging policy not explicitly disclosed in the cited sections) .
- Conflicts and related-party exposure: Company disclosed no Item 404(a) related-party transactions regarding Looney at appointment—low conflict risk at entry .
- External roles and interlocks: Current external role is academia; no public company interlocks disclosed—limited immediate conflict risk .
- Say-on-pay and shareholder feedback context: Strong say-on-pay support (97%+) and active shareholder engagement underpin governance culture; continued monitoring of director compensation changes and committee oversight quality is advised .
RED FLAGS
- None observed in filings to date. Monitoring items: timely progress toward stock ownership guideline compliance; committee assignment disclosure and participation; any future related-party transactions or pledging activities .