Thomas H. Kasulka
Customers BancorpAbout Thomas H. Kasulka
Thomas H. Kasulka is Executive Vice President and Chief Credit Officer of Customers Bancorp (CUBI), age 63, appointed in December 2023. He oversees Credit Administration, Special Assets, and Commercial Appraisal teams and sits on the Executive Committee; he brings 39+ years of senior banking experience, previously Chief Lending Officer (2017–2023) and Group Director (2004–2017) at Signature Bank; BA in Economics, SUNY Stony Brook . In 2024, management cited top-quartile performance among peers in tangible book value growth, ROE, and loan growth; the LD&CC delivered 100% of NEO short‑term incentives in equity to strengthen shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Customers Bancorp | EVP, Chief Credit Officer | 2023–present | Oversees Credit Administration, Special Assets, Commercial Appraisal; member of Executive Committee |
| Signature Bank | Chief Lending Officer | 2017–2023 | Senior leadership of lending; credit and growth responsibilities |
| Signature Bank | Group Director | 2004–2017 | Senior client and credit leadership |
| SUNY Stony Brook | B.A. Economics | — | Academic foundation in economics |
External Roles
No external directorships or committee roles are disclosed in CUBI’s 2025 proxy statement for Mr. Kasulka .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 425,000 | Joined Dec 5, 2023; 2024 base rate established by LD&CC review |
Performance Compensation
| Award | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Incentive (RSUs; granted 12/19/2024) | Discretionary, tied to Company and individual performance; Company highlighted top‑quartile TBV growth, ROE, loan growth | N/A | N/A | $425,000 fair value; 9,047 RSUs granted | Vests in three equal installments on 1st, 2nd, 3rd anniversaries of grant |
| Option award (12/19/2024) | Equity option tied to retention | N/A | N/A | 2,262 options; exercise price $46.98; grant-date fair value $64,037 | Vests 100% on fifth anniversary of grant (12/19/2029); expires 12/19/2034 |
| Employment RSU (2/23/2024) | New-hire RSUs | N/A | N/A | $149,976 fair value; 2,848 RSUs | RSU vesting under plan is typically 3-year waterfall or 3-year cliff; company-wide practice described |
| RSU (12/5/2023) | Time-based RSUs | N/A | N/A | 2,587 RSUs outstanding at FY end | Per plan design; waterfall/cliff structures used |
| Long-term equity program (general) | Relative TSR, ROACE, and average NPAs/total assets vs peers (applies to PBRSUs) | 60% PBRSUs / 40% time-based for annual LTIs; NEO program design | N/A | N/A | Three-year vesting; retirement vesting under “Rule of 65” approved Dec 2024 |
Equity Ownership & Alignment
| Item | Detail | As of | Notes |
|---|---|---|---|
| Voting common stock beneficially owned | 1,382 shares | April 11, 2025 | Less than 1% of class |
| Unvested RSUs | 13,533 units | April 11, 2025 | Not counted as beneficial ownership for SEC; may count for ownership guidelines (excludes PBRSUs) |
| Options (unexercisable) | 2,262 | Dec 31, 2024 | Strike $46.98; expire 12/19/2034 |
| Stock ownership guideline | 1x annual base salary for other executive officers | Policy level | RSUs count (excluding PBRSUs); options excluded |
| Compliance window | 5 years from hire or promotion | Policy level | NEOs employed on 12/31/2024 were in compliance or expected to comply within window |
| Hedging/Pledging | Hedging prohibited for directors/officers/team members; no pledging disclosed for Kasulka | Policy level | Anti‑hedging policy; pledging noted only for CEO Jay Sidhu |
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| Start date | December 5, 2023 | |
| Title | EVP, Chief Credit Officer | |
| Employment agreement | No employment agreement providing severance on resignation for good reason, termination without cause, or change-in-control | |
| Change-in-control economics | Estimated benefits at 12/31/2024: RSUs $704,984; options $3,845; total $708,829 | |
| Death benefits | Group/executive life insurance $1,500,000; plus RSU and option vesting; total $2,208,829 estimated as of 12/31/2024 | |
| SERP | Entered 11/22/2024; lifetime monthly payments; $150,000 per year benefit; funded via fixed indexed annuity (finalized/funded effective 1/29/2025); net surrender value referenced at $1,462,000; no vested balance at 12/31/2024; full vest upon change-in-control or death; includes Clawback, Non‑Compete, Non‑Disclosure, Non‑Solicitation; forfeiture for Cause | |
| Clawback | Company clawback applies to equity and cash awards; restatements or misconduct triggers; 3-year lookback on restatement; broader misconduct triggers | |
| Retirement vesting | “Rule of 65” adopted Dec 2024; equity continues to vest upon retirement when age + years of service ≥ 65 (min age 60; min 5 years’ service); options/RSUs also vest at retirement at age 65 with LD&CC consent | |
| Ownership/Trading policies | Executive stock ownership guideline; hedging prohibited; RSUs can be sold to cover taxes; ESPP available |
Compensation Structure Analysis
- Equity-heavy incentives and 0% cash bonus for 2024: His $425,000 annual incentive was paid 100% in RSUs with an incremental retention option grant, enhancing equity alignment and deferring near-term cash compensation .
- Option-to-RSU mix: Options sized at 25% of RSU count (2,262 options vs 9,047 RSUs) indicate lower risk profile than historical option-heavy packages; three-year RSU vesting vs five-year option vesting creates staggered retention hooks .
- Pay-for-performance framework: While CEO and President have explicit PBRSU metrics (relative TSR, ROACE, NPAs/Assets), Kasulka’s 2024 RSUs were discretionary and time-based, reflecting role-specific evaluation and Company peer-relative outperformance cited by LD&CC .
- Retirement and change-in-control features: The “Rule of 65” and CIC vesting increase retention and alignment but also create potential acceleration upon qualifying events; no excise tax gross-up is disclosed for him, and no cash severance under an employment agreement is provided .
Vesting Schedules and Potential Selling Pressure
- RSUs granted 12/19/2024 vest in three equal tranches on 12/19/2025, 12/19/2026, 12/19/2027; this creates periodic taxable events and potential open‑market sales to cover withholding taxes, though RSUs may be sold only to satisfy taxes under guidelines .
- Options vest 100% on 12/19/2029 and expire 12/19/2034 at a $46.98 strike, concentrating realizable value into the outer years and reducing near‑term selling pressure; typical plan practice also features waterfall/cliff RSU vesting .
Equity Ownership & Beneficial Holdings Detail
| Category | Amount | Date/Term | Notes |
|---|---|---|---|
| Common stock owned | 1,382 | As of 4/11/2025 | <1% of class |
| Unvested RSUs (not deemed beneficial for SEC) | 13,533 | As of 4/11/2025 | Time-based RSUs at target levels |
| Unexercisable options | 2,262 | Expire 12/19/2034 | Exercise price $46.98 |
| Outstanding RSU positions at FYE | 9,047 (12/19/2024); 2,848 (2/23/2024); 2,587 (12/5/2023) | As of 12/31/2024 | Market values disclosed in proxy |
Track Record, Value Creation, Execution Risk
- Experience: 39+ years across Signature Bank senior roles and current CUBI credit leadership; expertise in credit/lending, workout/special assets, and appraisal .
- Company performance backdrop: Management cited top-quartile peer performance in 2024 across TBV growth, ROE, and loan growth; NEO short-term incentives were fully in equity to reinforce alignment .
- Execution risk: As Chief Credit Officer, risk management quality is central; incentive design emphasizes retention via RSUs/options and governance controls (clawback, anti-hedging), mitigating misalignment but creating retirement/CIC acceleration features .
Employment Terms Summary Table
| Component | Amount/Term | Trigger/Timing | Notes |
|---|---|---|---|
| Base salary | $425,000 (2024) | Ongoing | LD&CC set 2024 rate |
| Annual incentive (2024) | $425,000 RSUs; 9,047 shares | Granted 12/19/2024 | Vests 1/3 annually over 3 years |
| Options (2024) | 2,262 options; $46.98 strike; $64,037 GDFV | Granted 12/19/2024 | Vests 100% on 5th anniversary; expires 12/19/2034 |
| SERP | $150,000 per year | Lifetime monthly payments at normal retirement; full vest at CIC/death | Established 11/22/2024; funded 1/29/2025 via annuity; clawback/non‑compete/non‑solicit provisions |
| CIC equity vesting | $708,829 estimated at 12/31/2024 | CIC termination | RSUs $704,984 + options $3,845 |
| Death benefits | $2,208,829 estimated at 12/31/2024 | Death | Includes $1,500,000 executive life + equity vesting |
| Severance | None via employment agreement | Resignation for good reason / termination without cause | No employment agreement providing severance |
Investment Implications
- Alignment: Heavy equity mix (100% of 2024 annual incentive in RSUs) and option vesting cadence favor long-term horizons; anti‑hedging and ownership guidelines limit misalignment; no pledging disclosed for Kasulka .
- Retention: Three-year RSU vest and five-year option vest, plus SERP lifetime benefit and Rule of 65 retirement vesting, are strong retention levers; lack of cash severance suggests lower cash outflow risk on separation but equity will accelerate at CIC/death .
- Selling pressure: RSU tranches vest annually starting 12/19/2025; expect standard tax‑related sales around vest dates under policy; options vest in 2029, pushing monetization risk further out .
- Governance and risk: Clawback breadth, prohibited hedging, and credit oversight role support risk discipline; discretionary RSUs (vs explicit PBRSU metrics) for 2024 suggest performance recognition and retention emphasis amidst management‑reported peer‑relative outperformance .