Structuring Director Pay: How Other Banks Do It

anna-bebc.jpgAnna Barnitz estimates she spends about eight hours per week on board matters as an independent director for a bank in Ohio.

“That has become a little challenging,’’ she says. “Right now, I’m on seven committees of the bank.”

Bank directors are working quite a few hours these days on board business, more than in previous years, and many of them have full-time careers outside the bank, like Barnitz does. Barnitz is the chief financial officer of family-owned Bob’s Market and Greenhouses.

She also serves as compensation committee chairman for Ohio Valley Banc Corp, the $824-million-asset holding company for Ohio Valley Bank. A few years ago, the bank reduced its board from 13 to nine members and she’s had extra work to do to prepare for increased regulation regarding executive pay. The board has a mandatory retirement age of 70, but it’s been thinking of moving that up to 72, to deal with a dearth of qualified directors who want to do the job.

Henry Oehmann III, the director of national executive compensation services at audit, tax and advisory firm Grant Thornton LLP, says what Barnitz is going through is typical. On an hourly basis, directors are losing compensation because they’re working more hours without more pay.

He imagines that it might be appropriate to pay compensation committees members more, given their increased responsibilities lately.

gt-bebc.jpgBank directors for banks with less than $1 billion in assets get paid a median of $26,830 per year, according to Grant Thornton. That means half of the directors got paid more and half were paid less. For banks with $1 billion to $5 billion in assets, the median pay is a little more, $39,243. Pay really jumps for large banks, or those with more than $5 billion in assets. Directors on those boards get paid $81,581 as the median. The results are similar to Bank Director’s own research on bank director pay, conducted last summer.

Directors of banks in the Southeast get paid the least: just $33,528 as a median, which isn’t surprising, given the region’s economic troubles. Northeast bank directors get paid the most: $54,681 per year.

Oehmann and Justin Waller, a senior associate with Grant Thornton, presented some advice for boards considering pay at Bank Director’s Bank Executive & Board Compensation conference recently in Chicago:

  • Anchor the director’s pay with a significant annual retainer designed to serve as a basis for the director’s commitment to the director role.
  • Employ a mix of cash and stock-based pay with the target of at least 50 percent of the director’s total compensation in company stock.
  • When setting committee and board meeting fees, set fees based on market competitiveness and current activity level. If activity level is high, meeting fees can drive total board pay well above competitive market levels. Year-to-year swings in director pay can be minimized if retainer makes up a larger component of total compensation.
  • Keep in mind that many banks pay both holding company and bank meeting fees; but most banks pay only one meeting fee if the holding company and bank board meet on the same day.
  • Most banks differentiate pay if the director attends in person versus via telephone.
  • Equity-based pay includes stock and stock options; the trend is a move away from options to full value stock awards.
  • Many banks have director ownership guidelines where a director is required to own a fixed amount of bank stock.
  • Deferral of board fees and stock deferrals are frequently used to provide a tax benefit, as well as achieve ownership goals.