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JW Marriott
May 09 – 10, 2019
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5:30 PM – 6:30 PM
Welcoming Reception & Registration
Co-hosted by:  Bank Director & Tennessee Bankers Association
We welcome all registered participants to a kick-off reception.

7:00 AM – 8:00 AM
Breakfast & Registration

7:30 AM – 7:45 AM
Welcoming Remarks
Regardless of whether you have served on a board for years or are just starting out, during Day One of the Forum we focus on providing the informaiton and education bank directors need to know about this increasingly complex industry.

8:00 AM – 8:15 AM
Five Characteristics of Extraordinary Banks
For CEOs, Chairmen, Lead Directors and Board Members
Al Dominick, CEO, Bank Director
We open the event by welcoming attendees to Bank Director’s hometown, Nashville, TN, and sharing what we believe are the five characteristics of extraordinary banks.

8:15 AM – 9:05 AM
Economic Outlook and Industry Overview
For CEOs, Chairmen, Lead Directors and Board Members
Joseph Fenech, Managing Principal, Head of Research, Hovde Group, LLC
This presentation reviews a forecast for the economy as well as M&A and organic growth trends in the current market while focusing on strategies boards should consider as they continue to build their bank’s value. 

9:05 AM – 9:35 AM
What the Board Needs to Know in 2019 and Beyond
Al Dominick, CEO, Bank Director
Ron Shevlin, Director of Research, Cornerstone Advisors, Inc.
For CEOs, Chairmen, Lead Directors and Board Members
This session focuses on the key topics that CEOs and directors need to know for their bank to succeed in 2019 and beyond. 

9:35 AM – 9:55 AM
Refreshment Break

9:45 AM – 10:35 AM
Bank CEO, Chairman & Lead Director Peer Exchange Session I
During the peer exchange sessions, CEOs, chairmen and lead directors candidly discuss a variety of topics in a private, off-the-record setting.  Each peer group has the opportunity to participate in all five of the topic exchanges listed below.

Peer Group I: Organic Growth and M&A Issues
Kirk Hovde, Managing Director & Head of Investment Banking, Hovde Group, LLC
Examples of topics discussed include:

  • How important is M&A to your overall growth strategy? What are the opportunities in your market? Have you ever considered a merger of equals or entering new markets?
  • Does your bank have access to capital in order to execute its growth strategy?
  • If you have raised fresh capital in recent years, where did you access it?

Peer Group II: Compensation & Talent Issues
Daniel Rodda, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

  • Have you made changes to your executive compensation program in response to shareholders?  Regulators?  Market changes?
  • Do you place more focus on team performance or individual accountability?  How do your compensation programs reinforce your desired approach?   
  • Does your bank have a long-term incentive program for executives?  How is it structured?  How effective is the program in attracting and retaining top leadership?

Peer Group III: Legal & Governance Issues
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
Examples of topics discussed include:

  • What is the best size for a bank board?
  • What is the appropriate balance between the number of inside and outside directors?
  • Are you satisfied with the age stratification within your bank’s board?

Peer Group IV: Audit & Risk Issues
Salvatore Inserra, Partner, Crowe LLP
Examples of topics discussed include:

  • Rank the top three risks that your board is most focused on today. How are management and the board addressing those issues?
  • What are the greatest regulatory challenges facing your bank, and what are the roles of the audit and risk committees in compliance?
  • Does your board have a separate risk committee?  Why or why not?

Peer Group V: Technology Challenges & Opportunities
Laura R. Biddle, Partner, Venable LLP
Examples of topics discussed include:

  • Have you partnered with a fintech? If so, who and why? What problem(s) were you trying to solve?
  • What challenges have you faced (or are you concerned about) when partnering (or considering to partner) with a fintech?
  • What part of the due diligence process do you think needs more time and attention?

9:55 AM – 10:35 AM 
Breakout Sessions (select one)
For Board Members Only

Breakout I: Focus of Today’s Audit Committee
Jon Tomberlin, Partner, Dixon Hughes Goodman LLP
Sarah Saunders, Partner, Dixon Hughes Goodman LLP
Serving on the audit committee may be the toughest and most time-consuming job of a board member, and it is not getting any easier.  Audit committees must focus on supervising the internal auditor, hiring an external auditor, reviewing audits and following up to ensure problems are resolved, while also focusing on the big picture issues and not getting lost in the details.  In this session, experts in the field share best practices and today’s hot topics for the audit committee.

Breakout II: What Skills Are Needed For Today’s Board
J. Scott Petty, Managing Partner, Financial Services, Chartwell Partners
As public and private community banks become larger through M&A or organic growth, what does a best-in-class bank board look like?  This session explores how other leading community banks have answered the question of best-in-class governance including board composition, board size, board diversity, board skills, limits, director elections and board evaluations.

Breakout III: Best Practices for Executive and Board Compensation Programs
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Expectations for independent oversight of executive and board compensation continue to evolve. Whether the pressure comes from shareholders, regulators, media or competitive pressures, boards have a duty and responsibility to understand and provide oversight to how their bank’s practices compare to market and emerging best practices. This session provides board members with best practice tools, processes and techniques relating to board and executive compensation they can bring back to their bank.

10:45 AM – 11:25 AM
Breakout Sessions (select one)
For Board Members Only

Breakout I: Succession Planning: More Than Just Checking the Box
David Fritz, Managing Partner, Executive Benefits Network
Pat Marget, Managing Director, Executive Benefits Network
As senior leadership teams in the banking industry approach retirement, developing the bank’s succession plan is critical.  Equally as important is retirement planning, estate planning and key employee retention.  This session includes a discussion on key areas including succession planning and CEO retirement planning that need to be addressed when looking at the future of the bank.

Breakout II: Novel Ideas to Grow C&I Business and Increase Profits in SBICs & 401(k)s
Dory A. Wiley, President & CEO, Commerce Street Capital, LLC
This session describes Small Business Investment Company (SBIC) funds, including how they work and how they can reduce risk on bank balance sheets.  We also examine Community Reinvestment Act (CRA) benefits banks may experience when using SBICs, as well as which SBICs are the best potential instrument for your bank.  In addition, this session examines: how a bank’s 401(k) program can provide a competitive advantage; fiduciary issues, terms and roles within a 401(k) program; how your bank’s 401(k) can increase non-interest income; and creating the best 401(k) program for your employees.

Breakout III: Using Data to Drive Growth
Gita Thollesson, SVP, Client Success, PrecisionLender
If you’re like most banks, your problem isn’t a lack of data or insightful analysis, it’s that the data and insights don’t actually DO anything.  They create no pathway to action and cannot coach your bankers when they need it most: when they’re negotiating terms, pricing and structures with their clients.  Join this session to walk through what it looks like when you make your data actionable and placed in front of those who need it most – your bankers.

Breakout IV: Cybersecurity Responsibilities of the Board
Gina Pruitt, Member-in-Charge, Risk Assurance & Advisory Services, KraftCPAs PLLC
Although cybersecurity may seem complicated to understand, there are key controls and
procedures that can be designed and implemented to help ensure board members can sleep better at night. This session outlines those key controls, how they should be implemented and managed and provides real-life examples. It also incorporates the responsibilities of board members, regardless of the size of the bank, as it relates to cybersecurity as well as the SEC’s expectations for public banks.

10:45 AM – 11:25 AM
Bank CEO, Chairman & Lead Director Peer Exchange Session II
CEOs, chairmen and lead directors attend the second round of peer exchange sessions facilitated by industry leaders.

Peer Group I: Technology Challenges & Opportunities
Laura R. Biddle, Partner, Venable LLP
Examples of topics discussed include:

  • What advice would you give to a fintech if they wanted to work with your bank? Who should they approach at your bank? How long is your bank’s approval process? Does it go to the board?
  • What technologies do you find most interesting to consider at your bank?
  • What area of fintech do you believe your bank will receive the biggest bang for the buck if you were to partner?

Peer Group II: Organic Growth and M&A Issues
Kirk Hovde, Managing Director & Head of Investment Banking, Hovde Group, LLC
Examples of topics discussed include:

  • Has size or scale become a more important consideration for your bank, and if so, why?
  • How do you source potential acquisitions, and what are your evaluation criteria? Is this process driven by the CEO? How does the board become involved? Do you rely on investment bankers to bring you deals?
  • How can investment bankers add the most value to your organization and improve upon their services?

Peer Group III: Compensation & Talent Issues
Daniel Rodda, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

  • Do you have challenges attracting or retaining certain (“hot”) roles at your bank?
  • What are the most challenging roles for you to attract/retain?
  • How is your bank finding and recruiting the next generation of talent?

Peer Group IV: Legal & Governance Issues
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
Examples of topics discussed include:

  • Overall, how would you rate the performance of your bank’s board — high, medium or low? And why? 
  • Does the board evaluate its performance on an annual basis? Are individual directors evaluated? If so, what tool or process is used for this?
  • How do you address board members who are not carrying their weight in fulfilling their responsibilities as directors?

Peer Group V: Audit & Risk Issues
Salvatore Inserra, Partner, Crowe LLP
Examples of topics discussed include:

  • What is the role of the audit committee in overseeing risk if the board also has a risk committee?
  • Where do committee members get information to stay on top of hot topics, and do you feel you get adequate information on hot topics from management?
  • How does your bank’s risk committee participate in examinations, including entrance and exit interviews?

11:35 AM – 12:15 PM
Bank Director’s Annual L. William Seidman CEO Panel
For CEOs, Chairmen, Lead Directors and Board Members
Van A. Dukeman, President & CEO, First Busey Corporation
Robert R. Hill, Jr., CEO, South State Bank
Moderated by: Jack Milligan, Editor-in-Chief, Bank Director
Former FDIC chairman and Bank Director’s publisher, the late L. William Seidman, advocated for a strong and healthy U.S. banking market.  In his memory, at both this event and our flagship conference, Acquire or Be Acquired, we convene a panel of two leading bank CEOs to discuss the challenges and opportunities that their banks face.

12:15 PM – 1:15 PM
Networking Lunch for CEOs, Chairmen, Lead Directors and Board Members

1:15 PM – 1:55 PM
The Latest Trends in Big Bank Technology
For CEOs, Chairmen, Lead Directors and Board Members
Donald MacDonald, Chief Marketing Officer, MX Technologies, Inc.
Ahron Oddman, Area Vice President, Community & Regional Financial Institutions, nCino
Moderated by:  John Maxfield, Executive Editor, Bank Director
Technology is in a constant state of evolution. At one point it was about phone banking, then it was ATMs and today it’s all about digital and mobile banking. What’s the technology of tomorrow that will impact banking? Is artificial intelligence much ado about nothing, or will it revolutionize the industry? What about blockchain? This session looks at the investment trends of the nation’s biggest banks when it comes to technology. What are they doing? How will that impact the rest of us?

1:55 PM – 2:35 PM
What Every Board Member Must Know When Discussing Accounting & Audit Issues
For CEOs, Chairmen, Lead Directors and Board Members
Mandi Simpson, Partner, Crowe LLP
Several major new accounting standards issued by the Financial Accounting Standards Board will become effective in the near term.  The runway to the effective dates for each of these are lengthy, which reflects the amount of effort necessary to adopt each of these standards individually and collectively.  This session covers those major standards and identifies key questions that the board should be asking of management as well as action items and suggested timelines for implementation.  The session also covers key activities of the SEC, the Public Company Accounting Oversight Board (PCAOB) and the American Institute of Certified Public Accountants (AICPA).

2:35 PM – 2:45 PM
Dismiss CEOs, Chairmen and Lead Directors to Peer Exchanges

2:35 PM – 3:15 PM
The Role of the Board in M&A
For Board Members Only
Dan Flaherty, Principal, Investment Banking, FIG Partners
Matt Veneri, Managing Principal, Co-Head of Investment Banking, FIG Partners
Mergers and acquisitions are the fastest way for a bank to both create and destroy shareholder value. Despite this, bank boards tend to leave decisions related to mergers and acquisitions to their executives. That makes sense, given that bankers generally know more about banking than board members, but it doesn’t absolve the board of its oversight responsibility. What role should a board play in this process? How involved should the board be? Are there telltale signs of trouble that board members should be on the lookout for?

2:45 PM – 3:25 PM
Bank CEO, Chairman & Lead Director Peer Exchange Session III
CEOs, chairmen and lead directors attend the third round of peer exchange sessions facilitated by industry leaders.

Peer Group I: Audit & Risk Issues
Marty Lewter, Partner, Crowe LLP
Examples of topics discussed include:

  • What role, if any, should the internal auditing team play in risk management?
  • Describe the internal controls your board has in place to monitor risk. Do you feel they are adequate?
  • What areas of risk management do you believe your institution could improve upon? What resources do you need to make those improvements?

Peer Group II: Technology Challenges & Opportunities
Laura R. Biddle, Partner, Venable LLP
Examples of topics discussed include:

  • How do you know if your bank is staying relevant?
  • How does your bank handle customer experiences and the customer interface?
  • What is your bank doing to improve the customer experience through the use of technology?

Peer Group III: Organic Growth and M&A Issues
Kirk Hovde, Managing Director & Head of Investment Banking, Hovde Group, LLC
Examples of topics discussed include:

  • What are the best organic growth opportunities in your market?
  • How are you approaching these growth opportunities? 
  • Are you attempting to grow by expanding your existing business lines, or are there new business ventures that you are considering?

Peer Group IV: Compensation & Talent Issues
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

  • How broadly do you offer incentives in at your bank?
  • Do you have different programs for executives, producers, tellers, etc.?
  • What incentive measures do you use to reward employees? 

Peer Group V: Legal & Governance Issues
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
Examples of topics discussed include:

  • If the CEO of your bank is also chairman of the board, do you have a designated lead independent director?
  • If you have a lead independent director, what are the responsibilities and expectations for that person?
  • When was the last time the content and structure of your board’s meeting agenda were reviewed and discussed by the board as a whole? What changes to the agenda resulted?

3:15 PM – 3:35 PM
Refreshment Break

3:35 PM – 4:15 PM 
Breakout Sessions (select one)
For Board Members Only

Breakout I: Structuring Long-Term Compensation Plans
Chris Brindisi, Principal, Pay Governance LLC
When designed well, long-term incentives reward executives for sustained business performance and shareholder value creation.  The type of award, vesting provisions and holding requirements all play a role in the effectiveness of the program.  In this session, we outline examples of optimal design based on program objectives, company strategy and shareholder expectations.

Breakout II: Improving Governance and Reducing Risk
Christopher Stevens, VP, Global Head of Sales & Account Management, Nasdaq Governance Solutions
While topics such as charters, calendars, minutes and program documentation may be seen as administrative tasks, when used correctly, they can enhance the effectiveness of committees and also provide protection for board members.  This session shares pitfalls and best practices to help your committees function better while improving governance and reducing risk.

Breakout III: Risks to Keep in Mind When Considering Technology Solutions
Chris Rentner, Director of Digital Lending, Velocity Solutions
Digital solutions. Big Data. Technology. Automation. Machine-led intelligence. There’s no
question about it: data and digitization are transforming banking. But new technology inevitably comes with new risks. How do you harness the power of these elements to move your financial institution into the next phase of the digital revolution, while managing new risk factors in the areas of compliance, security and operations?

Breakout IV: Board Performance Surveys
Emily McCormick, Vice President, Research, Bank Director
Jack Milligan, Editor-in-Chief, Bank Director
Jackie Wall, Director of Bank Services, Bank Director
How do you assess and improve the performance of your board? Bank Director offers a Board Performance Survey that is designed to provide an independent review of your board’s effectiveness utilizing confidential surveys of your individual directors.  In this session, learn how this self-evaluation tool can impart strategic direction to your board.

3:35 PM – 4:15 PM
Bank CEO, Chairman & Lead Director Peer Exchange Session IV
CEOs, chairmen and lead directors attend the fourth round of peer exchange sessions facilitated by industry leaders.

Peer Group I: Legal & Governance Issues
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
Examples of topics discussed include:

  • Who has the ultimate responsibility for strategy at your bank?  What is the role of management in setting strategy?  What is the role of the board in setting strategy?
  • What communication occurs between the board and shareholders with regard to the ongoing performance of the bank and its strategic direction?
  • Is there a policy in place at the board level to ensure consistency of process in exploring or responding to overtures for a possible merger?

Peer Group II: Audit & Risk Issues
Marty Lewter, Partner, Crowe LLP
Examples of topics discussed include:

  • What staffing and resources are devoted to regulatory compliance?
  • How often does the risk committee meet with examiners? 
  • Are you currently working with or considering working with any regtech companies?  If so, who and why did you choose that company?

Peer Group III: Technology Challenges & Opportunities
Laura R. Biddle, Partner, Venable LLP
Examples of topics discussed include: 

  • What security issues concern you the most?
  • What compliance issues do you face?
  • Who is responsible for innovation at your bank?  Does your bank have a culture of innovation?

Peer Group IV: Organic Growth and M&A Issues
Kirk Hovde, Managing Director & Head of Investment Banking, Hovde Group, LLC
Examples of topics discussed include:

  • What drives value today if you are considering a sale and, likewise, what are buyers looking for?
  • If you are a buyer, is there a minimum asset size you look for when identifying targets?  Are there specific qualities you look for in a target today when identifying acquisition opportunities?
  • How involved is your board in discussing and identifying opportunities for growth, including organic growth or acquisitive growth?  Would you like them to be more or less involved?

Peer Group V: Compensation & Talent Issues
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

  • Do you have an emergency succession plan in place in the event of a sudden departure of your CEO or other members of your executive team?
  • What kind of training/development programs do you offer for leadership?
  • What percentage of your senior management team will retire in the next five or so years? Do you have a workable succession plan in place?

4:25 PM – 5:05 PM
Liquidity Strategies for the Future
For CEOs, Chairmen, Lead Directors and Board Members
Timothy M. Kosiek, Partner, Baker Tilly Virchow Krause, LLP
Since the financial crisis, the banking industry as a whole has culled back its number of branch locations, significantly changing the dynamics of its traditional liquidity framework.  Historically, the vast majority of a bank’s deposit growth was generated through its branches.  However, the emergence of a broader base of payment solutions in both the consumer and commercial sectors has changed the relevance of physical branch locations as it relates to deposit gathering.  After years of chatter about the “death of the bank branch,” do branches continue to play an important strategic role for most financial institutions?  This session explores the historical perspective of branches and bank liquidity, the current state of the flow of money and critical challenges and opportunities for bank branches.

5:05 PM – 5:45 PM
Achieving a Cybersecure Organization
For CEOs, Chairmen, Lead Directors and Board Members
Troy La Huis, Principal, Crowe LLP
Cybersecurity is one of the most talked about risks in the financial community, yet it is also one of the most misunderstood.  As cyber criminals continue to develop increasingly targeted attacks, institutions must additionally focus on identifying their enterprise risks and developing tailored solutions. Cybersecurity can no longer be singular function, rather, it needs to be embedded throughout the enterprise, from the branch to the board room. This presentation focuses on what executives should understand about how cyber threats impact the enterprise and how to strategically embed cybersecurity across the institution and beyond.

5:45 PM – 6:45 PM
Networking Peer & Guest Reception

7:00 AM – 8:00 AM
Breakfast

8:00 AM – 8:10 AM
Day Two Opening Remarks
Mika Moser, President, Bank Director
During Day Two of the Forum, we focus on the education and training all directors need to address in today’s ever competitive, highly regulated and rapidly evolving banking and financial services industry.

8:10 AM – 8:50 AM
Board Best Practices
For CEOs, Chairmen, Lead Directors and Board Members
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
It is no coincidence that banks with a record of strong financial performance also have strong boards that pay close attention to their governance culture. This session focuses on a variety of governance best practices that help drive these results.

8:50 AM – 9:30 AM
Diversity in Banking
For CEOs, Chairmen, Lead Directors and Board Members
Jennifer Kavney Harvey, Risk Committee Chair, The National Union Bank of Kinderhook
Patricia Oliver, Director, Civista Bank
Moderated by: Mika Moser, President, Bank Director
Bank Director’s 2018 Annual Compensation Survey reported that over one-fifth of bank boards do not have a female director. Research, however, indicates that companies with a greater level of gender diversity outperform less diverse companies.  And yet gender is only one piece of the diversity puzzle.  Great boards have a truly diverse population, but where do you find the best candidates for your diverse board?

9:30 AM – 9:50 AM
Refreshment Break

9:50 AM – 10:30 AM (40 mins)
Bank CEO, Chairman & Lead Director Peer Exchange Session V
The final round of peer exchange sessions occurs to cover the remaining topics with CEOs, chairmen and lead directors.

Peer Group I: Compensation & Talent Issues
Daniel Rodda, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

  • Which committee has oversight for board compensation?
  • How often do you benchmark board pay?
  • How are directors at your bank compensated? What compensation components do you use, and how are they paid?

Peer Group II: Legal & Governance Issues
James J. McAlpin, Jr., Partner, Bryan Cave Leighton Paisner LLP
Examples of topics discussed include:

  • Rank the top three regulatory compliance challenges facing your bank. How are management and the board addressing these challenges?
  • How does the board incorporate regulatory compliance into the institution’s business model?
  • How does the board monitor management’s progress in responding to regulatory changes?

Peer Group III: Audit & Risk Issues
Marty Lewter, Partner, Crowe LLP
Examples of topics discussed include:

  • Are risk tolerance strategies reviewed annually or in advance of an examination with bank regulators?
  • What role should the audit committee/risk committee play in setting the risk appetite for the institution?
  • What role should risk governance play in strategic planning?

Peer Group IV: Technology Challenges & Opportunities
Laura R. Biddle, Partner, Venable LLP
Examples of topics discussed include:

  • Has your bank hired a Chief Information Security Officer? If so, who does that person report to, and how frequently do they interact with the board?
  • Who do you primarily rely upon to stay informed about technology trends related to the financial services industry?
  • Do you feel that your board has a sufficient level of expertise regarding technology?

Peer Group V: Organic Growth and M&A Issues
Kirk Hovde, Managing Director & Head of Investment Banking, Hovde Group, LLC
Examples of topics discussed include:

  • What is your view on bank valuations in your market, and how is that likely to impact your behavior as a potential buyer or seller?
  • Have you discussed a possible acquisition with your primary regulator? If so, what was their reaction?
  • How is your bank viewing big bank competitors in your area, and what impact do they have on your bank? How is your bank positioning itself to respond/prepare?

9:50 AM – 10:30 AM  
Peer Collaboration
For Board Members Only
Directors in attendance will have the opportunity to candidly discuss a variety of topics in a private, off-the-record setting. 

10:40 AM – 11:20 AM
Regulatory Trends and the Board’s Role
For CEOs, Chairmen, Lead Directors and Board Members
James Stevens, Partner, Troutman Sanders LLP
Seth Winter, Partner, Troutman Sanders LLP
Banking is one of the most heavily regulated industries in the country, and the board is ultimately responsible for making sure that their bank is in full compliance with applicable laws and regulations. This session discusses current trends in regulatory compliance and offers a range of compliance best practices.

11:20 AM – 12:00 PM
A Chair’s Perspective on Boardroom Hot Topics
For CEOs, Chairmen, Lead Directors and Board Members
Sally A. Steele, Chair, Community Bank System, Inc.
Christine Toretti, Chair, S&T Bancorp, Inc.
Moderated by:  Alan Kaplan, Founder & CEO, Kaplan Partners
Hear a discussion with two leading bank directors focused on hot topic issues that all board members face.

12:00 PM – 12:05 PM
Closing Remarks
Al Dominick, CEO, Bank Director

For more information and to register for the 2019 event, please email [email protected] or call our events department at (877) 397-7595.