Agenda

This two-day conference focuses on CEO and director HR issues specifically related to banks. Leading experts and experienced directors discuss emerging practices while providing invaluable firsthand information on a range of compensation and talent management challenges in today’s environment.

*agenda subject to change7:00 a.m. – 8:00 a.m.
Breakfast + Registration
Sponsored by:  BBC – Bank Compensation Consulting 

8:00 a.m. – 8:10 a.m.
Welcome
Al Dominick, Managing Director & Executive Vice President, Bank Director
Jack Milligan, Editor, Bank Director magazine
To open Bank Director’s 9th annual Bank Executive & Board Compensation Conference, Bank Director’s Managing Director, Al Dominick and Jack Milligan, the Editor of Bank Director magazine, share recent trends and topics that influenced the setting of this year’s agenda and lay out the day ahead.

8:10 a.m. – 9:00 a.m.
What Investors Say About Pay
Christopher J. Fischer, Partner, Aon Hewitt Consulting
Vernon Hirata, Vice Chairman, Co-Chief Operating Officer & General Counsel, Territorial Bancorp Inc.
Todd Leone, Partner, McLagan
John T. Pietrzak, Managing Principal, Castle Creek Capital
Institutional investors have become increasingly vocal about the industry’s compensation practices and panelists share their thoughts about such issues as disclosure, proxy battles and CEO and senior management pay.

9:00 a.m. – 9:50 a.m.
State of the Industry
Steven D. Hovde, President & CEO, Hovde Group, LLC
Compensation committees have the challenge of designing plans that reward performance in an environment where bank performance is being challenged.  This session will provide a broad overview of the forces that are shaping the industry’s earnings picture today and what to expect in 2014.

9:50 a.m. – 10:05 a.m.
Automated Response Survey:  Assembling the Best Team
Al Dominick, Managing Director & Executive Vice President, Bank Director
William MacDonald, Consultant, Meyer-Chatfield
An audience favorite!  During this short session, we ask attendees to sort out the emerging compensation and hiring trends in the banking industry through individual automated response keypads.

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

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

Breakout I:  CEO Pay Trends & Challenges
Jim Bean, Principal, McLagan
Janeth Hendershot, Bank Compensation Committee Chairman, Lakeland Bancorp
Designing a fair and effective compensation plan for the bank’s CEO continues to challenge even the most seasoned executive.  In this session, a panel of experts provides an overview of recent pay trends and offers useful suggestions about how to structure a plan for your CEO.

Breakout II:  Executive Succession:  The Elephant In the Room
Lisa H. Cannell, Chief Human Capital Officer, StellarOne Bank
Alan J. Kaplan, President & CEO, Kaplan & Associates Inc.
Donald L. Norman, Jr., Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Planning for succession is easier said than done.  Identifying an “ideal” successor for a key leadership position remains challenging for many boards.  Learn how successful boards have planned for their future leadership — and continued independence.

Breakout III:  Developing Peer Groups & Benchmarks
Kristine Oliver, Vice President, Pearl Meyer & Partners
Barbara H. Stephens, Bank Compensation Committee Chairman, First Business Financial Services, Inc.
The development of a compensation peer group is important for making informed decisions regarding executive pay and addressing questions from regulators.  This session focuses on new approaches to peer group development, the use of alternative peer groups and institutional advisory considerations.

12:10 p.m. – 1:10 p.m.
Lunch
Sponsored by: Meyer Chatfield

1:15 p.m. – 2:05 p.m.
Regulatory Update:  The Laws & Requirements You Need to Focus On Now
Laura Hay, Managing Director, Pearl Meyer & Partners
Michele Meyer, District Counsel, Central District, Office of the Comptroller of the Currency
Julie Stackhouse, Senior Vice President, Banking Supervision, Credit, Community Development and Learning Innovation, Federal Reserve Bank of St. Louis
Moderator: Jack Milligan, Editor, Bank Director magazine
A maze of new laws and requirements has forced regulatory compliance to the top of the list of concerns for bank compensation committees.  This session updates the latest compensation-related regulations out of Washington – and lays out what might be on the horizon.

2:05 p.m. – 2:55 p.m.
Point/Counterpoint Debate
Gayle Appelbaum, Principal, McLagan
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
Moderator: Al Dominick, Managing Director & Executive Vice President, Bank Director
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.  Al Dominick, Managing Director & Executive Vice President of Bank Director, will serve as the moderator.

2:55 p.m. – 3:15 p.m.
Refreshment Break
Sponsored by: Meridian Compensation Partners LLC

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

Breakout I:  Performance Metrics & Incentive Compensation Structures For Private Banks
Thomas P. Hutton, Partner, Kilpatrick Townsend & Stockton LLP
Kathy Smith, President, Bank Compensation Consulting
Private companies have the unique challenge of designing incentive compensation programs that will reward employees for their performance and create loyalty to the company without being able to use stock. This breakout will present various strategies that privately held banks can use to achieve those objectives.

Breakout II:  Performance Metrics & Incentive Compensation Structures For Public Banks
Bryan Lemke, Associate, McLagan
Todd Leone, Partner, McLagan
Compensation programs for public companies must be able to withstand the scrutiny of investors while still providing an effective incentive to employees.  This session will offer a variety of strategies for accomplishing a set of objectives that sometimes can be in conflict with one another.

Breakout III:  When “Best Practice” May Not Be:  Thinking Strategically About Executive & Board Compensation
Susan O’Donnell, Lead Consultant, Meridian Compensation Partners LLC
Daniel Rodda, Lead Consultant, Meridian Compensation Partners LLC
Bank regulators, shareholders and advisory groups (e.g. ISS and Glass Lewis) are becoming more prescriptive in their “guidelines” for acceptable pay programs.  Market surveys merely provide historical, often out of date perspectives.  This session will challenge conventional thinking and explore some new and perhaps controversial ideas for helping banks develop more strategic and effective compensation programs for their boards and executives.

5:00 p.m. – 6:00 p.m.
Cocktail Reception
Sponsored by:  Hovde Group, LLC

7:00 a.m. – 8:00 a.m.
Breakfast
Sponsored by:  Zurich NA 

8:00 a.m. – 8:15 a.m.
Welcome
Jack Milligan, Editor, Bank Director magazine

8:15 a.m. – 9:05 a.m.
Understanding New Rules & Regulations for Compensation Committees
Mike Blanchard, CEO, Blanchard Consulting Group 
Christian Chandler, Partner, Hogan Lovells US LLP 
Kimberly T. Ellwanger, Bank Compensation Committee Chairman, Heritage Financial Corporation
Marsha C. Sawyer, Senior Vice President – Human Resources, Bar Harbor Bank & Trust
Bank compensation practices have been impacted by a variety of new rules and regulations in recent years, focusing on compensation risk, incentive pay programs, compensation for mortgage originators and governance requirements for bank compensation committees.  This session will review the most important requirements including the latest regulatory developments.

9:10 a.m. – 10:00 a.m.
Topic Breakouts (select one)

Breakout I:  Having an iPhone Compensation Committee vs. a Landline Committee
Matt Brei, Senior Vice President & Partner, Blanchard Consulting Group
Russ Teubner, Chairman, Southwest Bancorp
This session will focus on having a highly functioning and top notch Compensation Committee and will feature best practices related to items such as committee structure and expertise, the charter, the compensation philosophy, the annual calendar, the scope of responsibilities and other critical items that are part of today’s best compensation committees.  This breakout will be interactive, include a case study, and have attendees walking away with a quick assessment of how their committee stacks up versus the competition.

Breakout II:  The Pitfalls & Risks of Incentive Compensation for Directors
Gayle Appelbaum, Principal, McLagan
Andrew K. Strimaitis, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
A small but growing number of publicly owned banks are building elements of incentive compensation into their pay programs for directors.  Does this shift result in a board that is more aligned with shareholder interests, and what are the legal and/or fiduciary ramifications that boards should be aware of?

Breakout III:  A Team Approach to Compensation Risk
Tyrone J. Bliss, Executive Vice President, Risk Management & Compliance Officer, Banner Bank
Greg Swanson, Vice President, Pearl Meyer & Partners
Suzanne Walker, Counsel, Kilpatrick Townsend & Stockton LLP
All banks are required to regularly assess whether any of their compensation plans encourage unnecessary or excessive risk-taking that could threaten the safety and soundness of the institution. This breakout will provide a blueprint of how the compensation and audit/risk committees, along with risk and HR professionals, can work collaboratively to properly manage their bank’s exposure to compensation-related risk.

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

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

Breakout I:  BOLI As An Earning Asset
Charlie Hicks, Senior Managing Director, Meyer-Chatfield Corporation
Anthony Labozzetta, President & CEO, Sussex Bank
BOLI has been viewed as a solid earning asset; however, it’s not the only investment opportunity. Gain insights into how Bank Owned Life Insurance stacks up against other opportunities to make a more informed decision.

Breakout II:  What Directors Need to Know about D&O Liability
Keith Beach, Senior Vice President, Zurich Management Solutions Group
Dennis Gustafson, SVP & Financial Institutions Practice Leader, AHT Insurance
The liability exposure for bank directors has risen dramatically in recent years. This breakout session will provide an in-depth analysis of the typical D&O policy that is available in the marketplace today, along with the questions that every director should be asking about their bank’s coverage.

11:15 a.m. – 12:05 p.m.
More Mergers, More Problems?
Steven D. Hovde, President & CEO, Hovde Group, LLC
The HR & compensation considerations prior to an acquisition are considerable.  With many anticipating 250 to 275 deals in 2013, it is clear that the M&A market is making a comeback. 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. Experts will share their ideas on what to look for and discuss.

12:05 p.m. – 12:15 p.m.
Closing Remarks
Al Dominick, Managing Director & Executive Vice President, Bank Director