Agenda

DAY ONE | TUESDAY, NOVEMBER 9

7:30 AM – 8:30 AM
Breakfast & Registration

8:30 AM – 8:40 AM
Protecting & Preserving Your Team
Al Dominick, CEO, Bank Director
This session opens the conference by explaining how and why directors must assess the short-, medium- and long-term viability of the business while also identifying appropriate strategic changes to preserve business continuity.

8:40 AM – 9:10 AM
Making Sense Of Regulatory Deliberations
Todd Leone, Partner, McLagan
From the SEC’s guidance of director composition and ESG investor interests to FDIC policy adjustments and the Treasury’s focus, we help participants understand the current, and pending, regulatory environment.

9:10 AM – 9:40 AM
Looking Forward – Lessons Learned from Volatile Times
Tanya Hart, Executive Vice President, Total Rewards, First Horizon National Corporation
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
2021 has been a transitional year in many ways as banks emerge from a global pandemic, adapt to a new political (and regulatory) regime and experience “The Great Resignation.” What have we learned from this disruption, and what innovative practices will evolve? This session shares data, experiences and tips in retention, recruiting and compensation strategies as you prepare for 2022.

9:40 AM – 9:55 AM
Refreshment Break
Sponsored by: Compensation Advisory Partners

9:55 AM – 11:20 AM
Peer Exchanges: Key Compensation Conversations
As a key component of Bank Director’s annual event, these off-the-record peer exchanges, exclusive to banker attendees, afford those from similar, non-competitive institutions the chance to meet in closed-door sessions for candid discussions about compensation specific to their roles, responsibilities and shared interests. Group makeup is determined by title, type of institution (private or public) and asset size of the bank.

Compensation Committee Chairs and Members may discuss topics such as:

• What metrics have you built into your short- and long-term incentive plans?
• Does your compensation committee work with the board’s audit/risk committee to make a determination on compensation risk, and how does that process work?
• Does your bank have anti-hedging, pledging policies or clawback policies?

Human Resources Officers may discuss topics such as:

• What are the biggest challenges your bank is having with executive compensation?
• How do you and your staff support the compensation committee?
• What types of performance measures do you use in your incentive plans for executives in your bank?

CEOs may discuss topics such as:

• What comparative data do you use to guide salary decisions throughout your organization?
• Do directors at your bank receive any other benefits beyond cash and/or equity compensation?
• How does your bank use cash-based incentives throughout the organization at all levels?

Bank Chairs may discuss topics such as:

• How do you structure the committees on your board – and how is the director pay affected by those committees’ roles?
• What steps has your board taken to comply with the federal guidance on compensation risk?
• Does your bank have a board retirement age?

11:20 AM – 12:20 PM
Networking Lunch

12:20 PM – 1:45 PM
Peer Exchanges: Addressing Talent Issues
The same groups of similar attendees meet in closed-door, off-the-record peer sessions for candid discussions about talent specific to their roles, responsibilities and shared interests.

Compensation Committee Chairs and Members may discuss topics such as:

• What is the trajectory for young talent in your organization?
• How do you work with your Human Resources department?
• Do you have an emergency succession plan in place in the event of a sudden departure of your CEO or other key role on the senior team?

Human Resources Officers may discuss topics such as:

• Is there anything that your bank has done that would be helpful to share with the group around best practices related to talent acquisition?
• How do you balance your duty to the board and your duty to senior management, and how do you handle conflicts between the two when they arise?
• Are you considering or has your bank implemented a Universal Banker in branches?

CEOs may discuss topics such as:

• What percentage of your senior management team will retire in the next five years or so, and do you have a succession plan in place?
• What are the key roles that cannot be filled inside your bank?
• What does your bank do to retain talent?

Bank Chairs may discuss topics such as:

• Do you have a workable succession plan in place for your CEO?
• How is your bank developing next generation talent?
• How is your board addressing talent management and succession planning matters?

2:00 PM – 2:40 PM
Breakout Sessions (select one)

Breakout I: ESG, HCM & DEI – Oh My!
Gayle Appelbaum, Partner, McLagan
This session focuses on the ever-expanding area of human capital management (HCM), including both environmental, social and corporate governance (ESG), as well as diversity, equity and inclusion (DEI). Where do you start, what is the foundation, and importantly, how do you take this from a reactive to a proactive initiative for your bank?

Breakout II: Employing Strategies to Attract, Retain and Motivate Executives in a Post-COVID Environment
Tyler Brown, Senior Vice President, NFP Compensation Consulting
Ken Derks, Managing Consultant, NFP Executive Benefits
Cambrea Merriwether, EVP & Chief Human Resources Officer, CommunityBank of Texas
This session covers methods of recruiting new talent across industries, retaining the talent currently in place and motivating for future growth.

Breakout III: Avoiding Legal Pitfalls for a Successful Compensation Programs
Susan Ancarrow, Partner, Troutman Pepper Hamilton Sanders LLP
Constance Brewster, Partner, Troutman Pepper Hamilton Sanders LLP
A successful compensation program motivates and retains current employees while attracting new ones. But there are many legal and compliance issues to keep in mind when developing your bank’s unique strategy.

Breakout IV: More Than Simply Moving the Incentive Goal Posts: Make Sure the Relationship Between Rigor & Opportunity is Right
Greg Swanson, Managing Director, Pearl Meyer
Daniel Wetzel, Managing Director, Pearl Meyer
When the environment and/or your objectives change, the incentive plans need to evolve as well. Key to any effective update is knowing what (and how) you will measure, ensuring the proper range of payout opportunities and setting the right level of rigor for each of your plan’s goals. Join us to learn the X’s and O’s of incentive plan goal calibration and how to ensure your executive compensation design is a winner.

2:40 PM – 2:55 PM
Refreshment Break
Sponsored by: Hunton Andrews Kurth LLP

2:55 PM – 3:35 PM
Breakout Sessions (select one)

Breakout I: The Bank’s Backbone – Commercial, Retail & Wealth
Todd Leone, Partner, McLagan
Where are we in the present state for commercial, wealth or retail segments? This session focuses on the teams that drive your banking results each and every day. Hear practical advice on key incentive design constructs, how plans have evolved and where the leading edge of the market is today.

Breakout II: New Era For Executive Incentives
Mark Haynie, EVP and General Counsel, Independent Bank Group
Dan Kaufman, Partner, Meridian Compensation Partners, LLC
Daniel Rodda, Partner, Meridian Compensation Partners, LLC
As banks take stock of evolving business strategies and lessons learned from the pandemic, many are making changes to their incentive plans to improve their effectiveness. This session provides tips and sample designs for ensuring your incentive plans support your needs in this new environment. Discussion topics include, but are not limited to, effectively incorporating qualitative performance and discretion, selecting performance metrics, setting goals that address volatility and uncertainty, linking payouts to strategic priorities and evaluating potential ESG metrics such as diversity and inclusion.

Breakout III: Customizing Long-Term Incentives For Your Bank
Mike Blanchard, CEO, Blanchard Consulting Group
Matt Brei, President, Blanchard Consulting Group
John Wright, Compensation Committee Chair, Summit State Bank
In this session, we explore different long-term incentive alternatives including real and “synthetic” equity vehicles. We present three case studies that demonstrate how a closely held bank, a widely held private bank and a public bank might utilize equity-based awards. The session covers strategy, types of equity, granting methodologies and discusses how each bank customizes equity-based incentives to fit their organization.

Breakout IV: Compensation Considerations in a Merger of Equals
Michael Bonner, Principal, Compensation Advisory Partners
Alexis Brown, Managing Director Compensation, Performance Management & Equity, Sterling National Bank
Kelly Malafis, Founding Partner, Compensation Advisory Partner
In recent years, we’ve seen an increase in mergers of equals among banks. While the intent is to be equal, the reality is that the combining banks need to make several decisions early on to ensure a smooth integration and set the combined bank up for success. Some of the key compensation-related decisions are: who will be the CEO and the other key leaders of the combined bank?; what is the near-term succession plan?; will severance be triggered for either of the companies in the transaction?; and what are some key ways to incent and retain the go forward management team? This panel shares real life experience as well as some common market practices in these instances.

3:45 PM – 4:00 PM
Peer Insight: What Directors Say About Compensation
Flynt Gallagher, President, Newcleus Compensation Advisors
Emily McCormick, Vice President of Research, Bank Director
In this session, Emily McCormick and Flynt Gallagher share insights from our annual Compensation Survey. While the report explores topics related to succession planning, board refreshment, trends in CEO and director compensation and more, this session builds on the findings gleaned over the years of conducting Bank Director’s compensation research projects.

4:00 PM – 4:30 PM
Unlock and Inspire a Team that Spans Four Generations
Flynt Gallagher, President, Newcleus Compensation Advisors
You work hard to find top talent, but now you need to ensure they stick around. Discover varying ways each generation values employees in communicating, decision making and work habits. Learn techniques to ensure they stay with the bank for the long-term.

4:30 PM – 5:00 PM
Innovative Ways to Pay for Talent in a Low Interest Rate Environment
Stan Cornish, Chief Operating Officer (retired), The Business Bank of St. Louis
Steven Marlow, Consulting Principal, Bank Compensation Consulting
Great talent costs money. In such a low interest rate environment, how can a bank maximize earnings to pay for their best asset: their employees? In this session, we discuss various alternatives to help banks maximize earnings.

5:00 PM – 5:30 PM
Compensation Considerations for a Multi-Generational Team
Flynt Gallagher, President, Newcleus Compensation Advisors
Whether you remain independent and hire talent or acquire talent through mergers and acquisitions, you can enhance your ability to create an engaged workforce by recognizing the differences in generational preferences. By fully understanding the drives and desires of your team, you can structure compensation plans that attract, retain and motivate each generation from aging boomers to up-and-coming millennials. Join this session to explore methods to design and customize your compensation plans to get the most from every dollar you spend.

5:30 PM – 6:30 PM
Networking Peer & Guest Reception

DAY TWO | WEDNESDAY, NOVEMBER 10

7:00 AM – 8:00 AM
Breakfast
Sponsored by: Bank Compensation Consulting

8:00 AM – 8:10 AM
Inspired By Others
Al Dominick, CEO, Bank Director
How do non-banks recruit? How do tech companies incentivize risks?

8:10 AM – 8:40 AM
Balancing the Risk/Reward Relationship in Your Incentive Plans
Laura Hay, Managing Director, Pearl Meyer
Can you achieve outstanding results while minimizing the risk of improper behavior? A carefully balanced, strategically aligned incentive plan design can push management teams to achieve stellar performance. But it doesn’t stop there. By combining effective plan design with sound governance – the incorporation of risk mitigators in the plan and a thorough risk review process – boards can also keep unintended consequences at bay.

8:50 AM – 9:30 AM
Breakout Sessions (select one)

Breakout I: Pandemic Chaos & Incentive Plans
Bryan Lemke, Associate Partner, McLagan
How did COVID-19 impact your incentive plans in 2020 and 2021? What did we learn from the firms who didn’t make any changes and from those who did? How did incentive approaches differ between employee groups? Hear the best practices and lessons learned from COVID-19, how they compare to lessons from previous downturns and most importantly, how they prepare us for future challenges.

Breakout II: CEO Evaluations: Providing Effective Feedback and Driving Meaningful Development
Karen Butcher, Managing Director, Pearl Meyer
Laura Hay, Managing Director, Pearl Meyer
As organizations become more strategic and planful in managing and developing human capital, boards can do the same. After all, the best CEOs will want effective, actionable feedback, yet many directors are unclear on how to execute a best-in-class review. This session will help you create a CEO evaluation and communication process that drives meaningful executive development.

Breakout III: Mining the Gaps: Are Pay Equity Issues at Financial Institutions Real?
Christie Summervill, CEO, BalancedComp, LLC.
Pay equity remains a hot topic as reports of gender and minority pay gaps across the country have caught the attention of state and local government investigators, the Equal Employment Opportunity Commission, the media, shareholder activists, the C-suite and class-action attorneys. Many companies are choosing to proactively conduct pay audits to try to identify and remedy pay disparities. In some jurisdictions carrying out such a self-audit before a lawsuit is filed will provide a complete defense to a pay equity lawsuit under state law. This session brings rarely found empirical industry data on gender and minority pay gaps from within the banking industry. This data is broken up by asset size, by job classification, by performance levels and specific jobs.

9:30 AM – 9:45 AM
Refreshment Break

9:45 AM – 10:25 AM
Breakout Sessions

Breakout I: Private Company Compensation
Chris Brindisi, Partner, Pay Governance LLC
Privately held banks have the same objective to drive shareholder value as publicly-traded banks and compete in the same labor market for talent. As a result, it is imperative to ensure that your pay programs support these objectives. In this session, we present examples of leading-edge executive pay program designs used at private companies to ensure proper incentives exist to drive shareholder value and attract and retain top talent.

Breakout II: Board Performance & Evaluations
Emily McCormick, Vice President of Research, Bank Director
Jackie Wall, Vice President, Bank Director
In this session, new directors learn about the basics related to overall board performance and evaluation of the board.

10:35 AM – 11:05 AM
Questions Every Board Member Needs To Ask
Patti Callan, Compensation Committee Chair, Southside Bank
Moderated by: Naomi Snyder, Editor-in-Chief, Bank Director
Hear how two leading Compensation Committee Chairs have led their banks through the past year – and what they continue to focus on as they move forward.

11:05 AM – 11:10 AM
Closing Remarks
Naomi Snyder, Editor-in-Chief, Bank Director