Agenda

WELCOMING RECEPTION | SUNDAY | SEPTEMBER 11

5:00 PM – 6:00 PM
Welcoming Reception & Registration
We welcome all registered participants to a kick-off reception at the JW Marriott Nashville.

DAY ONE | MONDAY | SEPTEMBER 12

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

8:00 AM – 8:10 AM
Welcome
For CEOs, Chairs, Lead Directors and Board Members
Michelle King, President, Bank Director
Laura Schield, Chief Operating Officer, Bank Director
Bank Director welcomes all attendees to this year’s Bank Board Training Forum in our home city of Nashville, TN.

8:10 AM – 8:40 AM
What’s Next for Community Banking?
For CEOs, Chairs, Lead Directors and Board Members
Curtis Carpenter, Senior Managing Director, Hovde Group, LLC
To effectively lead a bank in this dynamic environment, directors and senior executives must understand and know the trends shaping the industry at large. In this session, hear the current state of the banking industry and the underlying factors driving change and creating opportunities as well as how they are impacting bank values.

8:40 AM – 9:10 AM
Strategies to Handle Today’s Top Banking Challenges
For CEOs, Chairs, Lead Directors and Board Members
Justin Norwood, Vice President, Product Management, nCino
In this presentation, nCino discusses some of the top challenges confronting the banking industry today. From credit to strategy, market conditions to digital shifts, this session focuses on the top risks all bank boards and executive teams must talk about in the current environment.

9:10 AM – 9:40 AM
Embedding Expectations
For CEOs, Chairs, Lead Directors and Board Members
Jim McAlpin, Partner, Bryan Cave Leighton Paisner LLP
A diversity of skills, experience and attitude constitutes a strong board – which reflects a set of enlightened governance policies and procedures that center on honesty, personal integrity and accountability. This session focuses on best practices that every board member should follow in order to maximize their time and contributions to their colleagues, constituents and shareholders.

9:40 AM – 10:00 AM
Key Findings From Bank Director’s Governance Best Practices Survey
For CEOs, Chairs, Lead Directors and Board Members
Jim McAlpin, Partner, Bryan Cave Leighton Paisner LLP
Emily McCormick, Vice President of Research, Bank Director
Gain valuable takeaways about enhancing board performance, based on Bank Director’s 2022 Governance Best Practices Survey, sponsored by Bryan Cave Leighton Paisner.

10:00 AM – 10:15 AM
Refreshment Break

10:15 AM – 11:05 AM
Exclusive CEO, Chair & Lead Director Peer Exchange: Session I
During the peer exchange sessions, CEOs, chairs and lead directors candidly discuss a variety of topics in a private, off-the-record setting. By the end of the conference, each registered attendee will have had the opportunity to participate in all five of the topic exchanges listed below:

Growth Opportunities – Mergers, Acquisitions and Organic Options
Advised by: Kirk Hovde, Managing Principal & Head of Investment Banking, Hovde Group, LLC

Examples of topics discussed include:

• Are you considering a merger or an acquisition? How has the pandemic and current economic environment affected your consideration?
• 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?
• How is your bank dealing with other competitors – even non-bank competitors – and how has this impacted your strategy for growth?

Compensation & Talent – Paying More, Recruiting Faster
Advised by: Daniel Rodda, Partner, Meridian Compensation Partners, LLC
Examples of topics discussed include:

• What are the top compensation-type issues you have faced this year?
• Has the work environment for your staff changed in the past year, and do you anticipate remote working by any of your bank’s staff in the future? How is that affecting your bank’s culture?
• How often do you benchmark board pay?
• What are your talent challenges, and what are you doing to deal with these challenges?
• How are directors at your bank compensated? What compensation components do you use, and how are they paid?

Legal & Governance – Emerging Expectations
Advised by: Kevin Toomey, Partner, Arnold & Porter
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?
• 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 all stakeholders with regard to the ongoing performance of the bank and its strategic direction?

Audit & Risk – The Most Challenging Issues
Advised by: Leo Gonzalez, Senior Manager, Crowe LLP and Cory Kronheim, Senior Manager, Crowe LLP

Examples of topics discussed include:

• What are the hardest risks your bank currently faces?
• How does the board assess this risk – and where does management need to be engaged?
• 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?
• What staffing and resources are devoted to regulatory compliance?

Innovation & Technology – Challenges & Opportunities
Advised by: John Behringer, Partner, RSM US LLP

Examples of topics discussed include:

• What is your bank doing to improve the overall customer experience through technology?
• 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?
• Who is responsible for innovation at your bank? Does your bank have a culture of innovation?

10:15 AM – 10:55 AM
Breakout Sessions
For Board Members Only

Breakout I: Compensation’s Double-Edged Sword: Incorporating Discretion in Executive Pay Decisions
Laura Hay, Lead Consultant, Meridian Compensation Partners, LLC
The past couple of years have exasperated the challenges many banks face with formulaic executive incentive plans. This session discusses how, when and why to incorporate discretion in executive pay decisions. We explore how boards and compensation committees can address the challenges of goal setting, the impact of unexpected events (e.g., interest rates, provision adjustments, M&A) and the role of strategic choices including ESG priorities to ensure executives are paid appropriately in this uncertain and volatile environment.

Breakout II: Why Small Business Loans Make Sense for Your Institution
Gail McDaniel, Senior Lending Specialist, Velocity Solutions, LLC
Today’s business account holders have faced enormous financial hardships and expect their primary financial institution to provide them with the liquidity they need to keep their business going and growing. Further, they expect the convenience of accessing credit online, 24/7, from the digital device of their choice. The growing prevalence of small business owners who are turning to non-bank financial technology lenders for much-needed capital is a trend you can counter with the right technology.

Breakout III: Using Strategic Intelligence to Control Risk, Increase Profits and Target M&A
Tyler Klaus, Associate, Invictus Group
The post-Covid economic environment requires a new way of strategic thinking for community banks. This session explains how using a data-driven strategic intelligence approach can increase a bank’s ability to control risk and credit, while increasing profits and identifying unique growth opportunities within their footprint and beyond. This new approach to strategic planning fosters bank board involvement and is critical for any bank that wants to pursue M&A.

Breakout IV: Regulatory & Compliance Update
Keith Barnett, Partner, Troutman Pepper Hamilton Sanders LLP
James Stevens, Partner, Troutman Pepper Hamilton Sanders LLP
With new leadership at the federal banking agencies, attorneys from Troutman discuss what they expect to see for the rest of the year and beyond from a regulatory and compliance standpoint.

11:05 AM – 11:45 AM
Breakout Sessions
For Board Members Only

Breakout I: The Latest and Greatest Generational Trends in Compensation Plans
Flynt Gallagher, President, Newcleus Compensation Advisors
As Boomers continue to delay retirement and more Gen Z are coming of age and joining Millennials and Gen X in the workplace, we examine methods to attract, motivate and retain each generation and how managers can lead and communicate effectively to generate superior performance. Compensation plans, leadership traits and generational quirks are key areas of discussion. Learn the #1 reason each generation quits and what you can do to prevent it.

Breakout II: Shaping Strategic and Operational Direction in a Post-Pandemic Era
Erica Carlson, Principal, Financial Institutions, CliftonLarsonAllen LLP
Susan Sabo, Managing Principal, Financial Institutions, CliftonLarsonAllen LLP
For many banks 2020 and 2021 had surprising results. Liquidity and capital were strong, loan growth saw a positive upswing and income levels were favorable. These positive trends could lead many management teams to sit back and ride this wave without regard for what lies ahead. In their 2022 Fiscal Year 2022 Bank Supervision Operating Plan, the OCC lists guarding against complacency as a top priority for examiners. As we unpack the OCC’s message, there are five areas where boards and management teams should focus their attention.

Breakout III: How Banks Should Make the Decision to Buy or Sell
Peter Weinstock, Partner, Hunton Andrews Kurth LLP
Beth Whitaker, Partner, Hunton Andrews Kurth LLP
Decisions made even before bankers engage with the other side foretell the likelihood for success. This session discusses how to play the negotiating game in the most effective manner for both sellers and buyers. We also examine the role of the directors in the process.

11:15 AM – 11:55 AM
Exclusive CEO, Chair & Lead Director Peer Exchange: Session II
CEOs, chairs and lead directors attend the second round of peer exchange sessions facilitated by industry leaders. By the end of the conference, each peer group will have had the opportunity to participate in all five of the topic exchanges listed below:

Innovation & Technology – Challenges & Opportunities

Organic Growth and M&A Issues

Compensation & Talent Issues

Legal & Governance Issues

Audit & Risk Issues

11:45 AM – 1:00 PM
Networking Lunch
Sponsored by: Chartwell Partners

1:00 PM – 1:15 PM
Welcome Back: What We’ve Learned From High Performing Bank CEOs & Boards
For CEOs, Chairs, Lead Directors and Board Members
Jack Milligan, Editor-at-Large, Bank Director
Naomi Snyder, Editor-in-Chief, Bank Director

1:15 PM – 1:45 PM
ROI 101: Vetting Tech Vendors for Optimal Value
For CEOs, Chairs, Lead Directors and Board Members
Nathaniel Harley, CEO & Co-founder, MANTL
Too many banks approach technology as an expense rather than an investment. Consequently, they choose check-the-box solutions that fail to deliver real value. In this session, we explore the current state of deposit origination, best practices for vetting vendors, the components needed for a good digital account opening experience and how to set benchmarks for what you should expect from your software investments after 3, 6 and 12 months – and beyond.

1:45 PM – 2:15 PM
Management + Board – Navigating and Adapting Bank Strategy
For CEOs, Chairs, Lead Directors and Board Members
John Epperson, Managing Partner, Financial Services, Crowe LLP
From digital disruption, emerging customer preferences and demands, new products and services and a rapidly changing economic and interest rate environment, board directors increasingly need to reassess and challenge management’s strategies to compete in the future. This session explores the board’s role in influencing adaptive business strategies and examines the pitfalls and success factors in navigating management and board roles and responsibilities tied to strategy.

2:15 PM – 2:45 PM
Valuation Calculations
For CEOs, Chairs, Lead Directors and Board Members
Matt Veneri, Head of Investment Banking, Janney Montgomery Scott LLC
Moderated by: Michelle King, President, Bank Director
Quantifying value is as old an adage as they come. Join us for a conversation on the timeless valuation metrics and an investigation in the newest terms which has come out of the Great Recession of the financial crisis and the flash recession of the pandemic.

2:45 PM – 3:00 PM
Refreshment Break
Sponsored by: Active Digital

3:00 PM – 3:40 PM
Exclusive CEO, Chair & Lead Director Peer Exchange: Session III
CEOs, chairs and lead directors attend the third round of peer exchange sessions facilitated by industry leaders. By the end of the conference, each peer group will have had the opportunity to participate in all five of the topic exchanges listed below:

Audit & Risk Issues

Innovation & Technology – Challenges & Opportunities

Organic Growth and M&A Issues

Compensation & Talent Issues

Legal & Governance Issues

3:00 PM – 3:40 PM
Breakout Sessions
For Board Members Only

Breakout I: Managing the Risk Landscape – Hot Topics Facing Internal Audit and
Governance
Laura Beth Butler, EVP, Chief Financial Officer & Secretary, First Citizens National Bank
Dana Sanders, Chief Audit Executive, Pinnacle Bank
Moderated by: Michael Davis, Member, Assurance Services, KraftCPAs PLLC
How does an internal audit function help decision-makers manage risk in an environment where risks have increased and become more complex? Hear from a panel of banks as they discuss risk assessments, audit plans and other board governance challenges facing banks today.

Breakout II: Director Compensation Trends & Best Practices
Matt Brei, President, Blanchard Consulting Group
Determining board compensation is often the responsibility of the compensation committee. In this session, we discuss director compensation and benefit trends as well as an overview of the various compensation components and market data on director compensation packages. Both cash and equity will be discussed along with board structure, retainers, meeting fees, committee fees and chair fees.

3:50 PM – 4:30 PM
Exclusive CEO, Chair & Lead Director Peer Exchange: Session IV
CEOs, chairs and lead directors attend the fourth round of peer exchange sessions facilitated by industry leaders. By the end of the conference, each peer group will have had the opportunity to participate in all five of the topic exchanges listed below:

Legal & Governance Issues

Audit & Risk Issues

Innovation & Technology – Challenges & Opportunities

Organic Growth and M&A Issues

Compensation & Talent Issues

3:50 PM – 4:30 PM
Breakout Sessions
For Board Members Only

Breakout I: What Compensation Committees Need to Know to Design Effective Incentive Plans
Shaun Bisman, Principal, Compensation Advisory Partners
Michael Bonner, Principal, Compensation Advisory Partners
Incentive compensation is a critical tool for banks to motivate employees to drive business results and retain key talent. As a result, compensation committees spend a significant amount of time designing, reviewing and monitoring incentive plans. In this session, we cover the strategies effective compensation committees employ to ensure incentive plans support the bank’s strategic objectives and culture, are competitive in the current talent environment and create alignment between executives and shareholder value. We also discuss the committee’s role in annual and long-term incentive plan design, metric selection, best practices for assessing performance and ongoing monitoring of incentive plans.

Breakout II: Governing Growth
Jonathan Hightower, Partner, Fenimore Kay Harrison LLP
Derek McGee, Senior Executive Officer & Chief Legal Counsel, Origin Bank
Kevin Strachan, Partner, Fenimore Kay Harrison LLP
Balancing the fast pace of a growth-oriented organization is often at odds with traditional notions of proper governance. Hear real world examples of how a growing organization addresses this balance in its governance function during this session.

Breakout III: Vetting and Building a Cannabis Line of Business
Stacy Litke, VP of Banking Programs, Green Check Verified
Jeffery Trammell, Chief Risk & Strategy Officer, Merchants and Marine Bank
As the legalized cannabis industry continues to expand, boards and executives are presented with a unique opportunity to enter a new high growth, niche line of business. In this session, Merchants and Marine Bank’s Jeffery Trammell joins Green Check’s Stacy Litke to explore the process of building a cannabis banking program from initial research and board review to implementation, branding and customer acquisition.

Breakout IV: Navigating the Seismic Shifts in Bank Board and Executive Leadership
Sean O’Neal, Principal, Chartwell Partners
Scott Petty, Managing Partner, Chartwell Partners
The post pandemic world has shifted the expertise needed for banks to compete in a digital-first business model. This session explores how to close gaps in the composition of your board, management team and broader talent in your institution. We cover board refreshment and CEO succession along with insider tips on attracting and retaining talent.

4:40 PM – 5:10 PM
CEO Perspectives: Opportunities & Challenges Facing Banks Today
For CEOs, Chairs, Lead Directors and Board Members
George Makris, Jr., Chair & CEO, Simmons Bank
Lisa Oliver, Chair, President & CEO, The Cooperative Bank of Cape Cod
Darrin Williams, CEO, Southern Bancorp, Inc.
Moderated by: Naomi Snyder, Editor-in-Chief, Bank Director
This session discusses how banks are grappling with issues of talent, diversity of the leadership team and board and technological transformation.

5:10 PM – 6:10 PM
Networking Peer & Guest Reception
Sponsored by: Green Check Verified

DAY TWO | TUESDAY | SEPTEMBER 13

7:00 AM – 8:00 AM
Breakfast

8:00 AM – 8:10 AM
Day Two Opening Remarks: Culture v. Strategy: Strong Boards Build Strong Banks
Michelle King, President, Bank Director
Laura Schield, Chief Operating Officer, Bank Director
Years ago, a quote by Peter Drucker made the rounds – “Culture eats strategy for breakfast,” which implies the culture of one’s business actually determines its success. To open today’s program, we take a look at the strongest banks and how culture has played a role in their success stories.

8:10 AM – 8:40 AM
Carpe Diem: Capitalizing on ESG
For CEOs, Chairs, Lead Directors and Board Members
Gregg Anderson, FS Growth & Intelligence Managing Director, Crowe LLP
Environmental, social and corporate governance (ESG) is shaping the way banks design and execute on their commitments to their various stakeholders. Learn how organizations are engaging with their customers, employees, communities, regulators and investors to create value and grow their business. This session shares examples and demonstrates how a properly designed ESG approach fits within the overall business design.

8:40 AM – 9:10 AM
Three Places to Modernize: Business Strategy, Reimagine Operations & Technology Transformation
For CEOs, Chairs, Lead Directors and Board Members
Wendell Bontrager, President and Chief Lending Officer, Sonata Bank
Allan Rayson, Chief Innovation Officer and Chief Technology Officer, Encore Bank
Moderated by: Benjamin Wallace, CEO, Summit Technology Group
The banking landscape is evolving post pandemic to drive regional and community banks to rethink their business model, back-office operations, technology stack and their strategic fintech partnership. This session discusses how banks can diversify and differentiate their product portfolio to compete in the marketplace without losing their corporate culture, while also building brand loyalty through customer experience for their consumers and small businesses. We also cover how financial institutions are managing “the war for talent” by embracing fintech partnerships to accelerate their technology and digital strategy from a “nice-to-have” to a “must-have.”

9:10 AM – 9:40 AM
Bank M&A Market Update and Best Practices
For CEOs, Chairs, Lead Directors and Board Members
Christopher Olsen, Managing Partner, Olsen Palmer LLC
This session provides an engaging update on the bank M&A landscape including a discussion of transaction activity, pricing, deal drivers, key trends and best practices. The discussion should be useful to all bank executives and directors whether from the perspective of potential sellers, would-be acquirers, prospective merger counter-parties and even those intending to remain squarely independent.

9:40 AM – 9:55 AM
Refreshment Break

9:55 AM – 10:35 AM
Breakout Sessions
For Board Members Only

9:55 AM – 10:35 AM
Exclusive CEO, Chair & Lead Director Peer Exchange: Session V
CEOs, chairs and lead directors attend the final round of peer exchange sessions facilitated by industry leaders.

Compensation & Talent Issues

Legal & Governance Issues

Audit & Risk Issues

Innovation & Technology – Challenges & Opportunities

Organic Growth and M&A Issues

10:45 AM – 11:15 AM
Make It Memorable
For CEOs, Chairs, Lead Directors and Board Members
James White, Industry Principal, Banking & Credit Union, Total Expert
Modern technology makes it possible to create the same memorable experiences that were once a result of highly personalized service at a branch but are now delivered through digital channels which can result in stronger customer loyalty and increased growth through retention.

11:15 AM – 11:45 AM
RankingBanking: The Best Banks
For CEOs, Chairs, Lead Directors and Board Members
Tim Bentsen, Lead Director, Synovus Financial Corp.
Nicholas Brown, Vice Chairman and Presiding Independent Director, Bank OZK
Rudolph Estrada, Lead Director, East West Bancorp, Inc.
Moderated by: Emily McCormick, Vice President of Research, Bank Director
Hear from leaders from three of the best banks in the country about governance practices, oversight and communication with management.