Customers Bancorp Amends CFO Employment Agreement with Auto-Renewal and Restrictive Covenant Provisions

Employment Agreement Renewal Structure and Continuity Terms

The amended employment agreement between Customers Bancorp and Mark R. McCollom introduces a renewable term structure that differs materially from the original June 10, 2025, agreement. Under the new provisions, the employment term automatically extends for an additional one-year period on each anniversary of the original agreement's effective date. This mechanism continues indefinitely unless either the Company or Mr. McCollom delivers at least sixty days' advance written notice of cancellation prior to any applicable anniversary date.

This auto-renewal framework represents a shift toward employment continuity protection rather than a fixed-term arrangement. The sixty-day notice requirement provides both parties with adequate advance planning time, while the automatic extension approach minimizes unintended employment gaps due to administrative oversight. For investors monitoring executive stability and succession planning, this structure signals the Company's intent to retain Mr. McCollom in the CFO role on an ongoing basis, absent deliberate action by either party to end the relationship.

Reduction in McCollom's Termination Notice Requirements

The amended agreement shortens the notice period that Mr. McCollom must provide when voluntarily terminating his employment. Under the original agreement, he was required to provide sixty days' notice; the amended agreement reduces this requirement to forty-five days. This fifteen-day reduction streamlines the transition process should Mr. McCollom choose to leave the organization, though it still provides the Company with meaningful notice to identify a replacement or manage continuity during the transition.

The change may reflect market-standard practices for CFO-level transitions or the Company's assessment that a forty-five-day window provides sufficient operational runway for a financial leadership changeover. The asymmetry—where the Company's notice obligation to Mr. McCollom remains at sixty days based on standard severance provisions—creates slightly more flexibility for voluntary departures from the CFO's perspective while maintaining the Company's advance notice horizon.

Severance Claim Release and Conditions

The amended agreement now requires Mr. McCollom to execute and deliver a release of claims in a form approved by the Company as a condition of receiving severance compensation. This addition aligns with common corporate governance practices that seek to eliminate post-termination litigation risk when the Company provides separation benefits. The release requirement applies to severance payouts but does not alter the eligibility thresholds or benefit levels themselves, according to the disclosure.

By conditioning severance on claim release, the Company establishes a risk-mitigation framework while preserving Mr. McCollom's entitlement to severance benefits if he accepts the release terms. This is a standard protective measure for publicly traded companies managing employment-related liabilities. The form of the release must be approved by the Company, meaning the specific language and scope remain within corporate control, providing consistency with the organization's legal risk management protocols.

Extended Health and Insurance Benefit Coverage During Severance

A material addition to the amended agreement is the continuation of health, dental, and life insurance benefits during the period in which Mr. McCollom receives cash severance compensation payments. The original agreement did not explicitly address this benefit continuity, and the amendment clarifies that these protections remain in place throughout the severance payout period rather than terminating immediately upon separation.

This provision enhances the financial security of the severance arrangement by ensuring that Mr. McCollom maintains family health coverage and life insurance protection during the transition period after employment ends. For a CFO-level executive, this benefit continuation typically reduces out-of-pocket costs that would otherwise arise from COBRA continuation coverage or individual market insurance purchases. The Company's commitment to maintain these benefits suggests a retention-friendly approach to executive separation and may reinforce the desirability of the CFO role relative to competitive market opportunities.

New Non-Compete and Non-Solicitation Restrictions

The amended agreement introduces a new post-employment non-compete covenant prohibiting Mr. McCollom from directly or indirectly competing with the Company or holding a position with duties the same as or similar to his CFO duties in any business within the Company's "Field of Interest" in designated "Restricted Area(s)," each as defined in the amended agreement, for a period of twelve months following termination of employment or service. This represents a significant addition to the employment governance framework and reflects heightened concern about protecting the Company's competitive position and confidential information in the CFO domain.

The disclosure indicates that the restrictive covenant concept of "Restricted Area" has also been incorporated into certain other restrictive covenants in Section 1 of Exhibit A to the amended agreement, suggesting a broadened application of geographic or business-line limitations across multiple non-compete and non-solicitation provisions. For investors evaluating executive retention and market competition risk, this covenant signals the Company's assessment that the CFO role carries heightened competitive sensitivity—particularly regarding financial strategy, banking relationships, technology infrastructure, and operational intelligence that could benefit competitors if Mr. McCollom were to join a rival institution within one year of departure.

Retention of Substantially All Original Compensation and Benefits Terms

The Company's disclosure emphasizes that the amended agreement retains substantially all material terms from the original June 10, 2025, employment agreement regarding compensation, benefits, and incentive arrangements. The filing states that the amendments focus specifically on the five modifications outlined above—renewal term structure, termination notice period, severance claim release, benefit continuation, and non-compete covenants—while preserving the underlying financial and benefits architecture previously disclosed.

This approach allows the Company to strengthen employment governance and risk management without disrupting the financial incentives or total compensation package that attracted and retained Mr. McCollom in the CFO position. For investors seeking continuity in management and predictability of executive compensation expense, the preservation of original financial terms provides clarity that the 2026 amendment represents a governance refinement rather than a material compensation renegotiation. The Company did not disclose the specific dollar amounts of salary, bonus, or equity awards in this filing, as those details were previously disclosed in the June 2025 Form 8-K submissions.

Historical Context and Prior Disclosure References

The original employment agreement between Customers Bancorp and Mark R. McCollom was entered into on June 10, 2025, and its material terms were previously described in the Company's Form 8-K filed on June 2, 2025, as amended by Form 8-K/A filed on June 11, 2025, with the complete agreement attached as Exhibit 10.1 to those filings. The new amended agreement, effective July 24, 2026, supersedes and replaces the original agreement in its entirety, though the underlying compensation and benefits structure remains substantially unchanged according to the filing.

Investors seeking a complete understanding of Mr. McCollom's employment terms, including salary, performance bonus structure, equity grants, and other benefits not repeated in this July 2026 disclosure, may reference the June 2025 Form 8-K filings for those specific details. The Company's approach of cross-referencing prior filings rather than repeating all material terms is consistent with SEC disclosure conventions and reduces filing length while maintaining transparency for investors who track executive employment changes over time.

Governance Implications for Investor Oversight

The amendments to Mr. McCollom's employment agreement reflect evolving corporate governance priorities at Customers Bancorp regarding executive continuity, competitive risk management, and separation-related liability mitigation. The automatic annual renewal mechanism suggests confidence in the CFO's performance and a desire to avoid unintended employment gaps, while the non-compete provision indicates heightened concern about protecting confidential financial and strategic information in a competitive banking environment.

For equity and debt investors, the employment governance framework influences risk assessment in several dimensions: executive stability supports operational continuity and financial reporting reliability; non-compete protections reduce the risk of key financial intelligence migrating to competitors; the claim release requirement mitigates post-separation litigation exposure; and the benefit continuation provision supports retention and reduces reputational risk associated with abrupt severance arrangements. These modifications align with institutional best practices for CFO-level employment arrangements at publicly traded financial institutions and suggest the Company is actively managing its human capital governance in alignment with investor expectations.

Filing and Exhibit Documentation

The complete First Amended Employment Agreement, effective July 24, 2026, between Customers Bancorp and Mark R. McCollom has been filed as Exhibit 10.1 to this Current Report and is incorporated by reference into the disclosure. The filing was signed on behalf of Customers Bancorp by Andrew B. Sachs, Executive Vice President, General Counsel and Corporate Secretary, on July 27, 2026, and was submitted to the Securities and Exchange Commission as a Form 8-K Current Report on that date.

Investors and market participants seeking the full text of the amended agreement, including the complete definitions of "Field of Interest" and "Restricted Area(s)," the detailed restrictive covenants referenced in Section 1 of Exhibit A, and all other material terms, should consult the complete exhibit filing available through the SEC's EDGAR database and the Company's investor relations channels. The disclosure summary provided in this Current Report represents the Company's characterization of the key amendments and does not supersede or modify the legal obligations or interpretations contained in the executed agreement itself.