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Agenda

Bank Executive & Board Compensation

Bank Executive & Board Compensation Conference

November 5-6, 2012
Swissôtel
Chicago, IL

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Topics & Speakers

Prior to the Bank Executive & Board Compensation Conference
Bank Compensation Committee Peer Exchange |  Sunday, November 4

In this unique forum specifically for Bank Compensation Committee Chairs and HR Officers only, participants are divided based their asset size to share challenges and solutions with their peers in an off-the-record setting. 

Prior to the event Bank Director solicited input from participants to develop the most relevant agenda.  Each group included an attorney and a compensation consultant who provided resources as needed for the day's discussions.  

Please review the Peer Exchange Agenda for more details.

Bank Executive & Board Compensation Conference
Monday, November 5 
 
7:00 a.m. - 8:00 a.m.
Breakfast + Registration

8:00 a.m. - 8:10 a.m.
Welcome
Al Dominick, Managing Director & EVP, Bank Director
Jack Milligan, Editor, Bank Director

To open the 8th annual Bank Executive & Board Compensation conference, Bank Director's Managing Director and Editor of Bank Director magazine share recent compensation trends and topics that influenced the setting of this year's agenda.

8:10 a.m. - 9:00 a.m.
Industry Overview
Steven D. Hovde,
President & CEO, Hovde Financial Inc.

A staple to all Bank Director conferences.  To open the conference, one of our industry's most respected advisors sets the table for the next two days of conversations with a look at the current economic environment and what it means for the financial services industry over the next 12 months.

9:00 a.m. - 9:50 a.m.
Compensation and Risk Management:  How Human Resources, the CRO & the Compensation Committee Work Together to Manage Compensation Risk
Daniel E. Bockhorst, 
Executive Vice President & Chief Risk Officer, CenterState Banks
Karla J. Gehlen, Executive Vice President, Human Resources, Sterling Bank
Todd Leone, Principal, McLagan, An Aon Hewitt Company
Ernest S. Pinner, CEO, CenterState Banks

All federally insured financial institutions are required to make an annual risk assessment of their incentive compensation arrangements to ensure they do not create a safety and soundness threat by encouraging imprudent risk taking.  This session will lay out a collaborative process for making this determination on a bank's cash and equity programs for its covered employee base.

9:50 a.m. - 10:05 a.m.
Audience Response Survey
Jack Milligan,
Editor, Bank Director
William L. MacDonald, Senior Consultant, Meyer-Chatfield Corporation

An audience favorite!  We once again ask attendees to sort out emerging trends in the compensation space of the banking industry.  Don't miss the chance to express your opinions through individual audience response keypads.

10:05 a.m. - 10:25 a.m.
Refreshment Break

10:25 a.m. - 11:15 a.m.
Regulation Update
James Nelson,
Senior Vice President, Supervision and Regulation Department, Federal Reserve Bank of Chicago
Susan O'Donnell, Managing Partner, Pearl Meyer & Partners
Bert Otto, Deputy Controller, Central District, Office of the Comptroller of the Currency

Bank compensation committees are finding that regulatory compliance is one of their biggest challenges.  This session will provide a valuable update on the latest compensation-related regulations out of Washington - as well as what might be on the horizon.

11:20 a.m. - 12:10 p.m.
Topic Breakouts
(select one)

(1)  Using Compensation to Drive the Strategic Plan
Frank A. Farnesi, Compensation Committee Chairman, Beneficial Mutual Bancorp Inc.
William Flynt Gallagher, President, Meyer Chatfield Compensation Advisors

Bank directors and executives are facing some of the toughest operating issues in generations and smart executives are looking for guidance on the best ways to navigate through these challenges.  This session will tackle issues relating to developing compensation strategies that provide value for the bank, shareholders and executives.

(2)  Say on Pay - Year Two, What We Have Learned
Ed Balderston,
Former Executive Vice President & Chief Administrative Officer, Susquehanna Bancshares, Inc.
Christopher J. Fischer, Partner, Aon Hewitt Consulting
Todd Leone, Principal, McLagan, An Aon Hewitt Company
Andrew K. Strimaitis, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP

This session will focus on how Say-on-Pay is changing executive compensation, and how a bank should proactively address Say-on-Pay in the boardroom and within its proxy filing.

(3)  The Impact of Regulation on Incentive Plan Design & How Your Program May Need to Change Going Forward
Laura Hay, Managing Partner, Pearl Meyer & Partners
Susan O'Donnell, Managing Partner, Pearl Meyer & Partners
Nancy Stager, Human Resources Officer, Eastern Bank

Banks have always been challenged to design incentive compensation plans that motivate and reward performance while aligning with shareholder interests.  Emerging guidance and rules from bank regulators (i.e., Section 956 of Dodd Frank) are driving changes in incentive plans, and in many cases, creating conflicts with desired objectives (i.e., pay for performance vs. risk mitigation) that need to be balanced.  This session will offer helpful guidance on designing incentive plans that will continue to meet the needs for pay for performance while also standing up to emerging regulatory scrutiny.

12:10 p.m. - 1:10 p.m.
Lunch
sponsored by:  Meyer-Chatfield

1:10 p.m. - 1:15 p.m.
The Results of Bank Director's 2012 Board Compensation Survey
co-sponsored by:  Meyer-Chatfield Compensation Advisors

Jack Milligan, Editor, Bank Director

1:15 p.m. - 2:05 p.m.
Keynote
Cathy Nash,
President & CEO, Citizens Republic Bancorp

Cathy Nash is chief executive officer and president of Citizens Republic Bancorp, Inc., a $13.3-billion asset commercial bank headquartered in Flint, MI.  In her role as CEO, Ms. Nash is responsible for the execution of Citizens Republic's commercial banking, consumer banking, private banking, residential mortgage and business owner banking strategies in its three state region, which includes Wisconsin and Iowa.

2:05 p.m. - 2:55 p.m.
Point/Counterpoint Debate
Gayle Appelbaum, Principal, McLagan, An Aon Hewitt Company
William Flynt Gallagher, President, Meyer Chatfield Compensation Advisors
Thomas P. Hutton, Partner, Kilpatrick Townsend & Stockton LLP
Donald L. Norman, Jr., Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP

In this interactive panel discussion, respected compensation consultants will square off against legal advisors to weigh in on hot topics and debate the merits of various compensation strategies.  Then attendees will have the chance to vote on the winning argument!

2:55 p.m. - 3:15 p.m.
Refreshment Break

3:15 p.m. - 4:05 p.m.
Topic Breakouts
(select one)

(1)  The Employee Use of Social Media vs. HR Policies
Douglas P. Faucette,
Partner, Locke Lord LLP

When is a bank liable for information shared by employees through social media?  Hear about the latest rulings and guidance that affect bank liability for employee communications versus bank policies.  This industry leader will share what you should do to update your bank's employee manual as you explain the conundrum of complying with conflicting legal interpretations.

(2)  Developing Peer Groups & Benchmarks
Kara Anderson,
Director, McLagan, An Aon Hewitt Company
James C. Bean, Principal, McLagan, An Aon Hewitt Company
C. G. Kum, President & CEO, First California Bank

Thoughtful development of a compensation peer group is important for making informed decisions regarding executive pay and addressing questions from regulators.  This session will focus on new approaches to peer group development, use of alternative peer groups and institutional advisory considerations.  Clear "do's and don'ts" will be provided.

(3) What Is My Bank Really Worth?
Steven D. Hovde,
President & CEO, Hovde Financial, Inc.

Bank M&A pricing has yet to recover to the attractive valuations that were available just a few years ago, and a volatile equities market makes the valuation process especially tricky.  This session will help bank executives and board committee members understand how the valuation process works and will explore the key drivers and opportunities available to banks and management for improving and maximizing bank valuations in the short and long term.

4:10 p.m. - 5:00 p.m.
Non-Executive Pay
Linda G. Arnold,
Senior Vice President, Human Resources, Landmark Bank
Mike Blanchard, CEO, Blanchard Consulting Group

Although most bank boards are not directly involved in setting the compensation for executives below the senior team, it's still crucial that directors - including members of the compensation committee - understand how their institution stacks up against their competitors from a talent management perspective.  This session will explore the role of the committee in an institution's overall compensation effort.

5:00 - 6:00 PM
Cocktail Reception
sponsored by:  Hovde Financial, Inc.


Agenda Day Two | Tuesday, November 6

7:00 a.m. - 8:00 a.m.
Breakfast

8:00 a.m. - 8:15 a.m.
Welcome
Al Dominick, Managing Director + Executive Vice President, Bank Director
Mika Moser, Senior Vice President, Bank Director

8:15 a.m. - 9:05 a.m.
Director Pay Trends & Challenges: Is It Time for a Raise?
Patrick J. Cole, Human Resources Senior Consultant, Crowe Horwath LLP
E. Lyle Miller, Compensation Committee Chairman, Ouachita Independent Bank

Bank directors are working harder that ever before - and the liability risks of serving on a bank board have never been higher - and yet their compensation has stayed relatively level over the last several years.  This session will examine recent board compensation trends and tackle the central question of whether it's time for a raise.

9:10 a.m. - 10:00 a.m.
Peer Breakouts: Top Challenges for Bank Compensation Committees in 2013
(select one)
Bank compensation committees face an unprecedented array of challenges, from new rules on compensation risk to the difficulty of designing effective incentive programs in today's market.  Our panel of experts and banker peers will offer helpful strategies and lessons learned that all compensation committee members can take back to their banks.

Community Banks
Matt Brei, Senior Vice President & Partner, Blanchard Consulting Group
W. Scott Gallaway, Compensation Committee Chairman, Millington Savings Bank
Norma M. Sharara, Partner, Execuitve Compensation and Employee Benefits Group, Luse Gorman Pomerenk & Schick, P.C.

Mid-Sized Banks
Gayle Appelbaum, Principal, McLagan, An Aon Hewitt Company
Cynthia A. Hartley, Compensation Committee Chairman, SCBT Financial Corporation
Donald L. Norman, Jr., Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP

Large Banks
Suzanne A. Walker, Counsel, Kilpatrick Townsend & Stockton LLP
Vincent Manahan,Compensation Committee Chairman, Investors Bancorp, Inc.
Susan O'Donnell, Managing Partner, Pearl Meyer & Partners

10:00 a.m. - 10:20 a.m.
Refreshment Break

10:20 a.m. - 11:10 a.m.
Topic Breakouts
(select one)

(1)  Are You Giving Up Opportunity Cost by Buying BOLI?  Making BOLI Pay Off for Your Bank
David Payne,
Senior Vice President, National Sales Manager, Meyer-Chatfield Corporation

Strategically, BOLI has been viewed as a solid earning asset for a bank.  But it's not your only investment opportunity.  Gain insights into how Bank Owned Life Insurance stacks up against other opportunities to make a more informed decision.  Find out how to insure that your BOLI performs to its maximum potential, bringing your bank a solid return on your investment.

(2)  CEO Pay Trends & Challenges
Michael W. Brittian,
Partner & Senior Consultant, Meridian Compensation Partners LLC
John Mitchell, Compensation Committee Chairman, NBT Bancorp Inc.
Kent L. Roberts, Executive Vice President and Human Resources Director, Columbia Bank
Daniel Rodda, Senior Consultant, Meridian Compensation Partners LLC

Designing a fair and effective compensation plan for the bank's CEO has never been more difficult than it is today.  Our panel of experts will provide an overview of recent pay trends and offer useful suggestions about how to structure a plan for your CEO.

(3) CEO Succession:  The Future is Now!
Alan J. Kaplan,
President & CEO, Kaplan & Associates, Inc.

The most important role of every director is to ensure the strongest possible leadership of the bank.  Planning for succession can be daunting and identifying great potential successors remains challenging for many boards.  Learn how successful banks are planning for their future leadership -- and continued independence.

11:15 a.m.  - 12:05 p.m.
The M&A Wave: It is Coming, So What Can You Do to Prepare Your Compensation Plans & Change of Controls?
Thomas P. Hutton,
Partner, Kilpatrick Townsend & Stockton LLP
Craig Yunker, Compensation Committee Chairman, Tompkins Financial Corporation

The bank M&A market is making a comeback as an increasing number of institutions consider whether now is the time to finally sell out.  Compensation plans for senior executives - along with change in control agreements - can have a material impact on deal pricing, so now is the time for potential sellers to review those contracts.  Our panel of experts will tell you what to look for.

12:05 p.m. - 12:55 p.m.
What's Next for the Compensation Committee?
Barbara Jeremiah,
Compensation Committee Chairman, First Niagara Financial Group, Inc.
Dallas Kayser, Compensation Committee Chairman, City Holding Company
Henry Oehmann, Director, National Executive Compensation Services, Grant Thornton LLP
Charles E. Schalliol, Compensation Committee Chairman, First Merchants Corporation

Here from a panel of your peers on what issues they expect to face on their bank's compensation committee as we move forward into the new year.

12:55 p.m. - 1:00 p.m.
Closing Remarks
Joan Susie, CEO, Bank Director