Detailed Agenda
Day 1 Day 2
Tuesday, November 18, 2008 (Day 1)
7:00 a.m. – 8:15 a.m.
BREAKFAST AND REGISTRATION
8:15 a.m. – 8:25 a.m.
WELCOME
JACK MILLIGAN, Associate Publisher, Bank Director magazine
ERIN BERNBACH, Vice President, Corporate Client Group, NASDAQ OMX
8:25 a.m. – 9:25 a.m.
WHAT IS KEEPING COMPENSATION COMMITTEES UP AT NIGHT?
KATHY ODELL, Compensation Committee Chair, Pacific Capital Bancorp
CECILE D. SINGER, Compensation Committee Chair, Hudson Valley Holding Corp.
THOMAS H. WARING JR., Compensation Committee Chair, Evans Bancorp
MODERATOR: TODD A. LEONE, President, Amalfi Consulting
Respected compensation committee chairs will share valuable insight on how they tackle their responsibilities and deal with critical executive and board compensation issues.
9:25 a.m. – 10:15 a.m.
INDUSTRY UPDATE
JOHN G. DUFFY, Chairman and CEO, Keefe, Bruyette & Woods Inc.
The banking industry’s “Dean of Analysts” sets the stage for what lies ahead in financial services. Find out how the current economic environment is impacting financial institutions and what the future holds for bank deals.
10:15 a.m. – 10:35 a.m.
REFRESHMENT BREAK
10:35 a.m. – 11:00 a.m.
ARE YOUR CEO AND BOARD COMPENSATION COMPETITIVE?
MICHAEL BLANCHARD, Managing Director, Amalfi Consulting
Amalfi Consulting will provide an extensive review of how to interpret the customized compensation packets they have developed specifically for each attendee’s bank.
11:10 a.m. – 12:15 p.m.
ATTENDEE PEER COLLABORATION
Don’t miss a unique opportunity to brainstorm, network, and share insights in small peer groups. Attendees will be divided based on their institutions’ asset sizes to debate a short list of relevant topics.
12:15 p.m. – 1:30 p.m.
LUNCH
Sponsored by
1:30 p.m. – 2:20 p.m.
HANDLING SITUATIONS MOST COMPENSATION COMMITTEES WANT TO AVOID
LAURENCE A. HANSEN, Partner, Locke Lord Bissell & Liddell LLP
SUSAN C. O’DONNELL, Managing Director, Pearl Meyer & Partners
J. HENRY OEHMANN III, Director National Executive Compensation Services, Grant Thornton LLP
What are the most difficult compensation scenarios a board could face? And what is the most prudent approach to handle them? In this session, Bank Director recruits a fantasy compensation committee to deal with the tough situations that face compensation committees from time to time.
2:25 p.m. – 3:15 p.m.
*sessions will run concurrently
DIRECTOR PAY TRENDS AND CHALLENGES FOR PUBLIC BANKS (select one)
DAVID CHUN, Chief Executive Officer, Equilar Inc.
THOMAS P. DESMUND, Co-Chair, Executive Compensation Practice, Vedder Price P.C.
SCOTT A. FENN, Managing Director of Policy, Proxy Governance Inc.; former CEO of the Investor
Responsibility Center (IRRC)
DIRECTOR PAY TRENDS AND CHALLENGES FOR PRIVATE/THINLY TRADED BANKS (select one)
DONALD L. NORMAN JR., Partner, Barack Ferrazzano
TOM ZIEMBA, PH.D., Director, Strategy and Human Capital Group, RSM McGladrey
Stock options, restricted stock, cash retainers, meeting fees, “pay for performance” for directors…is your board’s compensation in line? Find out the latest trends in director compensation. Attendees will break into two different groups of public or private institutions to gain the most relevant insight.
3:15 p.m. – 3:35 p.m.
REFRESHMENT BREAK
3:35 p.m. – 4:25 p.m.
PEER BREAKOUTS (select one)
*sessions will run concurrently
STRUCTURING LONG-TERM INCENTIVE COMPENSATION PLANS: LARGE BANKS
WANDA DALTON, Chief Human Resource Officer, Sterling Bank
DOUGLAS P. FAUCETTE, Partner, Locke Lord Bissell & Liddell LLP
SUSAN C. O’DONNELL, Managing Director, Pearl Meyer & Partners
STRUCTURING LONG-TERM INCENTIVE COMPENSATION PLANS: PUBLIC COMMUNITY BANKS
GAYLE APPELBAUM, Managing Director, Amalfi Consulting
PEGGY BISS, EVP and Chief Human Resource Officer, Bank of the Cascades
STEWART REIFLER, Shareholder, Vedder Price P.C.
STRUCTURING LONG-TERM INCENTIVE COMPENSATION PLANS: PRIVATE/THINLY TRADED BANKS
N. NEELAGARU, Chairman of the Board, Quantum National Bank
DONALD L. NORMAN JR., Partner, Barack Ferrazzano
STEVEN T. SULLIVAN, Director, Strategy and Human Capital Group, RSM McGladrey
Learn what strategies your board can implement to improve long-term incentive plans. These peer breakouts will help you define “long-term,” establish performance measures and ranges, and balance performance demands with retention concerns, all while balancing regulatory and investor concerns.
4:30 p.m. – 5:15 p.m.
TOPIC BREAKOUTS (select one)
*sessions will run concurrently
1. COMMERCIAL LENDING PROGRAMS: WHERE HAVE THEY EVOLVED TO IN THIS MARKETPLACE
MICHAEL BLANCHARD, Managing Director, Amalfi Consulting
MICHAEL R. POINT, Vice President, Amalfi Consulting
2. ERISA FIDUCIARY ISSUES FOR BOARDS TO CONSIDER
ANDREW K. STRIMAITIS, Partner, Barack Ferrazzano
3. THE ELECTION IS OVER: NOW WHAT DO WE DO?
THOMAS P. DESMOND, Co-Chair, Executive Compensation Practice, Vedder Price P.C.
STEWART REIFLER, Shareholder, Vedder Price P.C.
These sessions will provide opportunities for attendees to interact with experts and fellow attendees on additional topics not covered in the general sessions. These interactive sessions encourage questions and discussion.
5:15 p.m. – 6:45 p.m.
COCKTAIL RECEPTION
Sponsored by
Wednesday, November 19, 2008 (Day 2)
7:30 a.m. – 8:10 a.m.
TOPIC BREAKOUTS (select one)
*sessions will run concurrently
1. MEASURING CEO PERFORMANCE: THE BOARD PERSPECTIVE
TOM ZIEMBA, PH.D., Director, Strategy and Human Capital Group, RSM McGladrey
2. MAINTAINING EFFECTIVE INCENTIVES IN A CHALLENGING BUSINESS ENVIRONMENT
SUSAN C. O’DONNELL, Managing Director, Pearl Meyer & Partners
THEODORE SHARP, Managing Director, Pearl Meyer & Partners
3. CLAWBACKS AND CLAWFORWARDS: DESIGNING CASH AND STOCK-BASED EXECUTIVE BENEFIT PLANS IN A BEAR MARKET
EDWARD A. RAZIM III, Partner, Locke Lord & Bissell & Liddell LLP
4. BUSINESS MODEL PEER GROUPS: THE MOST IMPORTANT DECISION YOUR COMPENSATION COMMITTEE WILL MAKE
DIANA CHASE, Vice President, Amalfi Consulting
JEAN RILEY, Vice President, Amalfi Consulting
These sessions will provide opportunities for attendees to interact with experts and fellow attendees on additional topics not covered in the general sessions. These interactive sessions encourage questions and discussions.
8:20 a.m. – 8:30 a.m.
DAY 2 WELCOME
TK KERSTETTER, President and CEO, Board Member, Inc./ Bank Director magazine
8:30 a.m. – 9:25 a.m.
WHERE DO COMPENSATION PLANS GO NOW?
TODD A. LEONE, President, Amalfi Consulting
JEFFRIES SHEIN, Compensation Committee Chair, Provident Financial Services Inc.
DONALD H. SWARTZ II, Compensation Committee Chair, AmericanWest Bancorporation
SUSIE H. VANHUSS, Compensation Committee Chair, SCBT Financial Corp.
2008 has seen the most dramatic change in the banking marketplace in decades. At mid-year, essentially half of the market cap of all banks has disappeared from the previous year. In this environment, what are banks doing today to reassess their compensation programs? From equity to executive benefits, how are these programs being modified for this challenging marketplace?
9:25 a.m. – 10:20 a.m.
HR AND THE COMPENSATION COMMITTEE
JAMES V. HUGHES, Managing Director, Pearl Meyer & Partners
CLAIBOURNE D. SMITH, Compensation Committee Chair, WSFS Financial Corp.
DENIS J. TROM, Senior Vice President, Human Resources, Home Federal Bank
With increased focus from outsiders on the compensation process, this session will deliver tips to help compensation committees deal constructively with HR and independent consultants. The panelists will explore how the compensation committee’s relationship with the corporate HR department is evolving and how HR and advisers can facilitate compensation committee effectiveness.
10:20 a.m. – 10:40 a.m.
REFRESHEMENT BREAK
10:40 a.m. – 11:30 a.m.
WORKSHOPS (select one)
*sessions will run concurrently
1. BOLI AND EXECUTIVE/DIRECTOR BENEFITS IN FINANCIAL INSTITUTIONS TODAY
RICHARD J. MELNICK, Consultant, Clark Consulting
DAVID SHOEMAKER, Consultant, Clark Consulting
What is an effective strategy to maximize the retention value of benefits and the earnings power of BOLI? Benefit programs can be designed with the critical benchmarks your bank needs to achieve to survive and thrive in today’s economy. When benefit costs continue to skyrocket, Bank-Owned Life Insurance (BOLI) can be used as a viable stand-alone asset with the potential for attractive yields to offset employee benefit liabilities. Learn design elements and product structures to increase your bank’s earning power.
2. LINKING EQUITY PAY AND PERFORMANCE: TRENDS IN DESIGNING EQUITY-BASED COMPENSATION PLANS
ERIC GONZAGA, J.D., Regional Director, Grant Thornton LLP
J. HENRY OEHMANN III, Director, National Executive Compensation Services, Grant Thornton LLP
This workshop will discuss emerging best practices in equity pay and performance trends, with primary emphasis on the emerging “balanced equity portfolio.” The session will address the accounting and tax issues surrounding the use of performance shares, restricted stock, stock options, SARs and phantom equity counterparts. Participants will look at “real life” design topics in developing a “balanced equity portfolio” for three banking engagements during different business development stages: high growth, maturity, and declining market situations.
3. SHORT-TERM INCENTIVES: ANNUAL BONUS
GAYLE APPELBAUM, Managing Director, Amalfi Consulting
THOMAS P. DESMOND, Co-Chair, Executive Compensation Practice, Vedder Price P.C.
With two years of full disclosure, what goals and objectives are being used to drive today’s incentive plans? This workshop will look at how institutions are dealing with issues such as 162(m), as well as credit quality in their cash incentive plans.
4. NEGOTIATING APPROPRIATE CHANGE-INCONTROL AGREEMENTS
THEODORE SHARP, Managing Director, Pearl Meyer & Partners
ANDREW K. STIRMAITIS, Partner, Barack Ferrazzano
This workshop will look at the major influences affecting the design and implementation of change-in-control agreements, including SEC guidelines and 409A requirements. Obtain examples of what other banks are doing to determine severance formulas, SERPs, and perquisites in their executive’s change-in-control agreements.
11:35 a.m. – 12:15 p.m.
TOPIC BREAKOUTS
The 7:30 a.m. topic breakouts will be repeated, allowing participants to select a second topic.
12:15 p.m.
BOXED LUNCHES
12:30 p.m. – 1:15 p.m.
OPTIONAL PEER DISCUSSION GROUPS
Attendees not playing in the golf tournament have one last chance to network with their peers during lunch.
1:00 p.m.
GOLF TOURNAMENT
5:00 p.m.
CLOSING RECEPTION
