T. Lawrence Way
Customers BancorpAbout T. Lawrence Way
Independent director of Customers Bancorp, Inc. since 2005 (term expires 2026), age 76. Chair of the Audit Committee and member of the Nominating & Corporate Governance, Directors’ Risk, Customers Bank Board Compliance, and Regulatory Affairs Committees. Former Chairman and CEO of Alco Industries, Inc.; earlier CFO and President there. Credentials include CPA, MBA (Mount St. Mary’s College), JD (Rutgers-Camden), and BA (Tufts University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alco Industries, Inc. | Chairman & CEO | 2000–2010 | Led diversified manufacturing company through governance, finance, operations, and M&A cycles |
| Alco Industries, Inc. | CFO; President | Various over 34-year career | Deep finance, operational oversight, and transaction experience |
External Roles
- No other public company board roles disclosed in the 2025 proxy for Way; biography focuses on Alco Industries career and professional credentials .
Board Governance
| Committee | Role |
|---|---|
| Audit Committee | Chair |
| Nominating & Corporate Governance | Member |
| Directors’ Risk Committee | Member |
| Customers Bank Board Compliance Committee | Member |
| Regulatory Affairs Committee | Member |
- Independence: Board lists Way as independent under NYSE rules .
- Board activity: 17 Board meetings in 2024; Directors averaged 92% attendance at Board and 92% at committees .
- Audit Committee cadence: Held 20 meetings in 2024; Way signed Audit Committee report as Chairman .
- Board structure context: Combined Chair/CEO with Lead Independent Director and regular executive sessions .
Fixed Compensation
| 2024 Director Compensation for T. Lawrence Way | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 78,331 |
| Stock Awards (grant-date fair value) | 121,669 |
| Total | 200,000 |
| CUBI Non-Employee Director Program Elements (2024) | Amount/Limit |
|---|---|
| Annual cash fee | $70,000; payable quarterly; election to receive 0%, 50%, or 100% in stock |
| Annual equity grant | 2,500 shares of Voting Common Stock (under 2019 Plan) |
| Chair fees (cash) | Audit Chair: $30,000; LD&CC or N&CG Chairs: $15,000; Lead Independent Director: $35,000; Directors’ Risk/CSR/Regulatory Affairs/Bank Compliance Chairs: $10,000 |
| Compensation cap | $200,000 for non-Lead Independent Directors; $300,000 for Lead Independent Director (cash + stock value) |
| Notes | Company provides no additional Director benefits, retirement plan, or fee deferral programs |
Performance Compensation
| Performance Metrics for Non-Employee Director Compensation | Disclosure |
|---|---|
| Performance-based metrics tied to director pay | Not disclosed; director pay consists of cash retainers, chair fees, and time-based stock awards; “Option Awards” column omitted |
Other Directorships & Interlocks
- Board policy: 100% of Directors serve on two or fewer public company boards; any Director who is a public-company CEO serves on no more than one other public-company board .
- LD&CC interlocks: None disclosed among LD&CC members (Way is not on LD&CC) .
Expertise & Qualifications
- CPA; JD; MBA; BA; seasoned governance, audit oversight, and transaction experience from multi-decade operating career .
- As Audit Chair, oversees financial reporting, internal controls, auditor independence, and related-party review processes .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 123,303 shares |
| Percent of class | <1% |
| Unvested RSUs | None reported for Way in beneficial ownership table |
| Pledged shares | None disclosed for Way (pledging footnote pertains to Jay S. Sidhu) |
| Section 16(a) compliance | No late filings noted for Way; company reported specified late filers (not including Way) |
| Director stock ownership guidelines | Required ownership equal to 5x annual cash retainer; 5-year period to achieve; prohibition on hedging |
Related-Party Transactions & Conflicts
- Loans/deposits: Routine banking transactions with Directors occur at substantially the same terms as for non-affiliates; no Regulation O extensions requiring Board approval in 2024 .
- Oversight: Audit Committee pre-approves related-party transactions under Affiliate and Related Party Transaction Policy; transactions >$120,000 with Related Parties require review; policy administered by Audit Committee .
- Independence testing explicitly considers any routine banking ties; Way determined independent .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: Over 97% of votes cast approved NEO compensation .
- Shareholder feedback sought more diversity, tenure limits, ownership alignment; Company responses included adding Board expertise and CSR oversight, revising ownership guidelines, and annual proposals for share increases .
Governance Assessment
- Strengths: Independent Audit Committee Chair with robust cadence (20 meetings) and formal report; strong credentials (CPA/JD/MBA) aligned to audit oversight; independence affirmed; no pledged shares and no late Section 16 filings; formal ownership guidelines and hedging prohibition enhance alignment .
- Watch items: Long tenure (Director since 2005) amid shareholder calls for tenure limits and enhanced Board refresh; combined Chair/CEO structure at the company level mitigated by a Lead Independent Director but remains a governance consideration for audit oversight challenge dynamics .
- Conflicts: No unusual related-party transactions disclosed; routine banking relationships monitored under formal policy and Audit Committee oversight .
Overall signal: Way’s deep financial and legal background and active Audit Committee leadership are positives for investor confidence; tenure and company-level leadership structure warrant ongoing monitoring against shareholder expectations and best-practice trends .