Agenda
*Agenda subject to change with market conditions.
Day 1 Day 2
Tuesday, November 10
7:00 a.m. – 8:00 a.m.
Breakfast and Registration
8:00 a.m. – 8:10 a.m.
Welcome
TK Kerstetter, President & CEO, Board Member Inc./ Bank Director magazine
Stephen Valenta, Director, Corporate Client Group, The NASDAQ OMX Group
8:10 a.m. – 9:00 a.m.
The Compensation Committee’s New World
Amador S. Bustos, Compensation Committee Chair, American River Bankshares
John R. Ferris, Compensation Committee Chair, Danvers Bancorp Inc.
Susan D. Goff, Compensation Committee Chair, Sandy Spring Bancorp Inc.
Todd A. Leone, President & Founder, Amalfi Consulting
This “How To” session will feature a panel of experienced compensation committee chairs who will share insight from their own experiences and debate the emerging compensation practices for bank boards to consider for 2010.
9:00 a.m. – 9:50 a.m.
Measuring Success: Pay for Performance and Peer Groups
John Miller, Compensation Committee Chair, Paragon Bank
Thomas M. O’Brien, President & CEO, State Bancorp Inc. and State Bank of Long Island
Is “pay for performance” dead or alive? What does pay for performance look like in the new environment? How should banks determine performance targets in a challenging and unpredictable environment? And how can banks measure the success of their programs? This panel will help participants learn how to set appropriate performance metrics, select peer groups, and evaluate your compensation programs.
9:50 a.m. – 10:10 a.m.
Refreshment Break
10:10 a.m. – 10:30 a.m.
Are Your Executive & Board Compensation Plans Competitive?
Todd A. Leone, President & Founder, Amalfi Consulting
Amalfi Consulting will provide an extensive review of how to interpret the customized compensation packets that all attendees will receive at the event, developed specifically for each attendee’s bank.
10:30 a.m. – 11:10 a.m.
Industry Update
John G. Duffy, Chairman & CEO, Keefe, Bruyette & Woods Inc.
Find out what the current economic environment means for the financial services industry over the next 12 months.
11:15 a.m. – 12:30 p.m.
Attendee Peer Collaboration
Back by popular demand! Don’t miss a unique opportunity to brainstorm, network, and share insights in small peer groups. Participants will be divided based on their institution’s asset size to debate a short list of relevant topics.
12:30 p.m. – 1:30 p.m.
Lunch
1:30 p.m. – 2:20 p.m.
The Current Climate: Regulatory and Legislative Impacts on Compensation in Public and Private Institutions
Donald L. Norman Jr., Partner, Barack Ferrazzano
Susan C. O’Donnell, Managing Director, Pearl Meyer & Partners
Robert W. Walsh, Manager of the Planning and Program Development Section, Division of Supervision, FDIC
Proposed regulations and legislation on compensation could potentially impact compensation committees the way Sarbanes-Oxley impacted audit committees. This panel of respected experts will discuss Washington's influence on compensation planning, the political focus on risks and incentives and its impact on senior management incentive plans, banks' responses to TARP and its influence on compensation, how bank examinations are changing in light of regulatory and legislative changes, and much more.
2:25 p.m. – 3:15 p.m. (select one)
1. Public Banks: Understanding and Assessing Risks in Incentive Plans
Eric Kracov, Partner, Kilpatrick Stockton LLP
J. Henry Oehmann III, Director, National Executive Compensation Services, Grant Thornton LLP
2. Private Banks: Understanding and Assessing Risks in Incentive Plans
Michael Blanchard, Partner, Blanchard Chase & Associates
Laura G. Thatcher, Partner, Alston & Bird LLP
Assessing risk to incentive compensation plans is a topic of debate within the banking industry in the current economic environment. From the TARP rules to regulatory assessment, all types of incentive compensation plans to all employees should be reviewed and analyzed to ensure they do not threaten the long-term viability of the bank. Find out what plan design factors may encourage risky behavior and how you can most appropriately build both annual and long-term incentive plans for 2010 given the uncertainty of the environment and challenge to drive the right behaviors in your executives. Attendees will be divided into groups of publicly and privately held 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: Non-Cash Compensation (select one)
1. Large Banks
Laura Hanf, Vice President, Pearl Meyer & Partners
Thomas Hutton, Partner, Kilpatrick Stockton LLP
Linda Johnston, SVP, Human Resources, Berkshire Bank
2. Public Community Banks
Matt Brei, Vice President, Amalfi Consulting
Karla Gehlen, SVP, Human Resources, Sterling Savings Bank (Spokane, WA)
Donald L. Norman Jr., Partner, Barack Ferrazzano
3. Private/Thinly Traded Banks
Diana Chase, Partner, Blanchard Chase & Associates
Eric Luse, Partner, Luse Gorman Pomerenk & Schick
Jane Prescott, SVP, Human Resources, Georgian Bank
How should banks consider equity that is underwater? How should boards respond to restricted stock and option awards after a precipitous fall in stock price? What retention and motivation issues should be considered related to non-cash compensation? Gain insight on current trends in options, restricted stock, performance based equity, and more.
4:30 p.m. – 5:20 p.m.
Topic Breakouts (select one)
1. Compensation in a TARP World
Gayle Appelbaum, Managing Director & Founder, Amalfi Consulting
Jean Riley, Vice President, Amalfi Consulting
Given the complexities of compensation planning in today’s market, what are banks doing who have TARP money? This session explores various methods and techniques of addressing these unique compensation planning areas.
2. Preparing for Say on Pay
David Dewberry, Vice President, Pearl Meyer & Partners
Susan C. O’Donnell, Managing Director, Pearl Meyer & Partners
Say on Pay-an annual, non-binding shareholder vote on a company’s executive compensation program-is already mandatory for hundreds of TARP participants, Congress, along with the SEC and other regulatory agencies, is now moving to require that all public companies provide a Say on Pay vote as soon as the 2010 proxy season. This session will discuss the immediate steps that public banks, in particular, must take to understand the process and ensure a positive shareholder vote. The presenters will also report on a new Pearl Meyer & Partners survey of attitudes toward, and approaches being taken to, Say on Pay across all industries, as well as the results of shareholder votes on pay among TARP banks in 2009.
3. Directors & Officers Liability Litigation Trends and The Underwriting “Red Flags” Associated with Executive Compensation
Dennis Gustafson, Managing Director, Financial Institutions Practice Leader, Carpenter Moore, a NASDAQ Company
This interactive discussion will look at recent D&O liability trends and how the banking industry has been impacted. The session will specifically address the impact of compensation on the management liability policies (D&O, Employment Practices, Fiduciary Liability, etc.) including:
- Potential for wrongful termination suits
- Concerns regarding the granting and re-pricing of stock options and the potential for derivative actions
- Impact of Rule 10b5-1 plans
- Terms and Conditions discussions including what is still available and no longer available in the marketplace
5:30 p.m. – 6:30 p.m.
Reception
Wednesday, November 11
7:30 a.m. – 8:20 a.m.
Topic Breakouts (select one)
1. Director and Executive Liability for TARP Risk Assessment and Certifications
Andrew K. Strimaitis, Partner, Barack Ferrazzano
Under TARP regulations, directors and executives must conduct, disclose, and certify to a risk assessment of all incentive compensation plans and CEOs and CFOs must certify to compliance with all applicable executive compensation rules. This session will discuss the required risk assessment that the board and management must make and the disclosures and certifications required of all parties. Participants will gain an understanding of the legal aspects of the risk assessment and such disclosures and certifications, including the analysis that should be undertaken and the documentation that should be retained.
2. The Board’s Role in the Emerging Age of Federal Regulation of Bank Compensation
Thomas Hutton, Partner, Kilpatrick Stockton LLP
Eric Kracov, Partner, Kilpatrick Stockton LLP
This session will review the development and implementation of sound governance practices for compensation and benefits in the emerging age of federal regulation of bank compensation. Participants will look at the key issues compensation committees must consider and how effective committees will address these issues in practice.
3. Internal Pay Equity: Is Your Board at Risk?
Michael Blanchard, Partner, Blanchard Chase & Associates
Diana Chase, Partner, Blanchard Chase & Associates
The Paycheck Fairness Act of 2009, passed by the House of Representatives and expected to be passed by the Senate, could have a far reaching impact on all organizations-making it easier for employees to file class action suits for pay discrimination. All CEOS, HR directors, and board members need to understand the potential impact of the Act and how to respond. This session will discuss how management and the board can ensure the organization is following the appropriate record keeping for base pay increases, incentives, and performance reviews for employees throughout the company, and how to respond if pay equity is called into question.
4. Understanding the New SEC Compensation Disclosure Requirements and Recent Governance Trends Affecting Employment Agreements
John Gorman, Partner, Luse Gorman Pomerenk & Schick, P.C.
Eric Luse, Partner, Luse Gorman Pomerenk & Schick, P.C.
The SEC again is significantly expanding disclosure requirements for executive compensation and challenging boards and compensation committees to be more accountable. Moreover, the traditional model for the executive employment agreements is rapidly evolving, as the drivers of best governance practices in compensation, including Risk Metrics and the Business Roundtable, expect changes. This session will help you keep abreast of SEC and market place developments affecting boards, compensation committees and executive officers.
8:30 a.m. – 8:35 a.m.
Day 2 Welcome
Jack Milligan, Associate Publisher and Group Manager, Bank Director magazine
8:35 a.m. – 9:25 a.m.
Dealing with the Current Environment and Its Impact on Bank Boards
Kenneth A. Guenther, Former President, Independent Community Bankers Association
The Hon. Michael G. Oxley, Vice Chairman, The NASDAQ OMX Group, Former Member, U.S. House of Representatives
As the banking industry prepares for more regulation, how can boards be sure they are adequately prepared to respond? Gain insight on what practices and policies regulators, legislatures, and other watchdog groups advocate to serve the best interests of shareholders and other corporate stakeholders.
9:25 a.m. – 10:15 a.m.
Case Study: Creating Harmony Among the Ranks
Thomas A. Daiber, President & CEO, Centrue Financial Corporation
Michael A. Griffith, Compensation Committee Chair, Centrue Financial Corporation
Heather M. Hammitt, EVP and Head of Human Resources & Corporate Communications, Centrue Financial Corporation
Moderator: Gayle Appelbaum, Managing Director & Founder, Amalfi Consulting
This session will look at how the HR department can facilitate the effectiveness of the compensation committee, as well as what management, HR, and the compensation committee should expect from each other.
10:15 a.m. – 10:35 a.m.
Refreshment Break
10:35 a.m. – 11:25 a.m.
Workshops (select one)
1. The Role of the Board in Management Succession
Susan C. O’Donnell, Managing Director, Pearl Meyer & Partners
Sharon D. Randaccio, Former Compensation Committee Chair, First Niagara Financial Group; President, Performance Management Partners
Management succession is one of the most fundamental board duties. Gain a better understanding of the value of succession planning and how to establish a talent management process to develop and grow an internal pool of qualified candidates for the future.
2. Compensation Benchmarking in a Down Market
Todd A. Leone, President & Founder, Amalfi Consulting
Mike Point, Vice President, Amalfi Consulting
With nearly half of banks CEOs not receiving a bonus, how does a bank go about assessing market compensation? This session will address current techniques for setting performance plan design in today’s unique market.
3. Developing Viable Strategies for Executive Benefits
Ken Derks, Independent Consultant, Clark Consulting
This workshop will answer important questions, such as:
- Can you retain and reward high performing executives with a retirement benefit of 40% of final pay?
- How can you craft longer term goals that help reward long term performance and responsible risk taking?
- Is deferred compensation still a viable strategy for executives?
11:30 a.m. – 12:20 p.m.
Topic Breakouts
The 7:30 a.m. morning topics breakouts will be repeated.
1:00 p.m.
Optional Golf
There will not be an official golf tournament associated with this year’s conference. Bank Director will assist in putting together foursomes for Wednesday afternoon. We have 24 slots available for the Cottonwood Valley course at a negotiated discounted rate of $205 per person (rental clubs/shoes are an additional fee). Tee times will begin at 1:00 p.m.
