Agenda

5:00 PM – 6:00 PM
Welcome Reception
Join us at the Terrace Courtyard to mix and mingle with attendees and their guests during this exclusive CEO retreat. 

6:00 PM – 8:30 PM
Welcome Dinner
After the reception, we invite attendees and their guests to join us for dinner in the Terrace Ballroom. 

7:15 AM – 8:00 AM
Attendee & Guest Breakfast
Attendees and guests join us for breakfast in the Terrace Ballroom before we begin our sessions and conversations. 

8:00 AM – 9:00 AM
Welcome and Introductions
Michelle King, President, Bank Director
Laura Schield, Chief Operating Officer, Bank Director
Bank Director welcomes all participants and coordinates introductions of all bank CEOs involved in the Exchange. We review the schedule and then tee up our time together. 

9:00 AM – 9:15 AM
Refreshment Break 

9:15 AM – 10:30 AM
Peer Conversations – Governance & Strategy
Jim McAlpin, Board Member, Bank Director
Jim moderates a group discussion based on board performance, board governance and process, as well as strategic and regulatory matters, covering topics such as:

Board Performance

• Overall, how would you rate the engagement of your bank’s board — high, medium or low?
• If your board were recruiting a new member today, what qualities and skills would you be looking for?
  • What functional or industry knowledge would be helpful to have on your board?
  • Are there other backgrounds or expertise you’d be seeking?
• How do you ensure that board members are engaged? Are there mechanisms in place to address underperformance?
• Does the board evaluate its performance on an annual basis? Are individual directors evaluated? If so, what tool or process is used for this, and who manages this process?
• How do you address board members who are not carrying their weight in fulfilling their responsibilities as directors?
  • Have you replaced an underperforming/disengaged board member? If so, what process was used?
• What is your board’s expectation for individual directors in promoting and bringing business to the bank? How is the expectation communicated, and does it actually work?
• If your shareholder base includes institutional investors, what impact has that had on board performance?

Board Governance and Process

• How much do you rely on board committees versus the whole board for decisions regarding:

  • Board member compensation

  • Director nominations

  • Other matters

• How do you ensure independence — in terms of deliberations and decision-making — is valued in the boardroom? Do you believe your governance structure (splitting or combining the chair/CEO roles, or having a lead director) helps or hinders these efforts?

• 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?

• What board-level governance practices do you believe contribute directly to the preservation of economic value at your bank?

• What is the board’s role in shareholder engagement?

Strategic Matters

• What are the greatest near-term challenges and opportunities for your bank?

• What significant opportunity or challenge is on the near-term horizon for your bank?  What about in the next 3 to 5 years?

• 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?

• How useful is your board in helping you and your senior management assess and navigate strategic opportunities and challenges?

• How is the bank’s strategic direction communicated to shareholders? Is that communication effective?

• How “in the weeds” does your board get in non-strategic matters, such as approving individual loans or supervising the lending policy?

  • Does the board have a director loan committee, and if so, why?

Regulatory Matters

• What is your board’s level of involvement in the bank’s regulatory relationship?  Do any board members attend management entrance and exit meetings?

• 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?

• What is the board’s strategy for managing your bank’s relationship with its primary regulator?

  • Has the relationship improved in recent years?

  • If there are areas of tension or disagreement, how have they been addressed?

• What solutions have you developed to address any regulatory criticism relating to risk management and compliance?

•  How does the board help set the “tone at the top?”

10:30 AM – 10:45 AM
Refreshment Break 

10:45 AM – 12:00 PM
Peer Conversations – Capital Allocation Considerations
Brian Leibfried, Partner & Managing Director, Client Insights and Analytics, Performance Trust Capital Partners, LLC

Topics, such as the following, will be discussed during this moderated conversation:

• Do you have concerns about your bank’s future profitability?  How is the board addressing those concerns?
• How do you expect your balance sheet to perform if rates stay here or move higher over the next year?  Why?
• How do you expect your balance sheet to perform if rates move lower in the next year? Why?
• What future interest rate scenario is the biggest threat to your balance sheet?  What process are you using to quantify it?
• How confident are you in your asset liability provider?
• Efficiency is a core driver of return and valuation.  What is more important: efficiency ratio or net overhead?
• What is more valuable: deposits labeled “core” or deposits that are contractually durable?
• Many banks issued subordinate debt in 2020-2021.  Those issuances will soon be floating rate, callable and lose some tier 2 eligibility.  How are you framing discussions about how to manage this capital?
• Do you have concerns about access to capital if credit provisioning increases?
• Is sub-debt capital more or less attractive to issue today than it was in 2021?  What about NCPP capital?
• How do you assess the durability of the expected return on a capital allocation decision in the face of changes in future rates?
• Is paying 2x TBV for an M&A target an expensive deal today? Is paying a target 1.75x TBV and issuing shares at 1x your TBV a prudent strategy?

12:00 PM – 1:00 PM
Networking Lunch
Attendees continue off-the-record conversations over lunch in the Ocean Room Restaurant. 

1:00 PM – 2:15 PM
Peer Conversations – Making Technology Work
Jeffery Kendall, Executive Chairman & CEO, Nymbus

Jeffery moderates a peer discussion around topics such as:

• How is your digital strategy aligned with the bank’s over strategy?

  • Are they aligned? Do they “live” together or are they separate?

• How important is the adoption/deployment of new technology to your bank’s growth goals?

  • What technology do you think is essential to drive future growth?

  • Are you leveraging digital platforms to expand outside your bank’s physical footprint?

• Has your bank increased its technology budget recently?  Why or why not?

  • Are you concerned about rising technology costs?

  • Do you believe your bank allocates sufficient resources — including staffing — to technology?

  • Do you have a high-level strategy person in IT or a team that focuses on keeping the lights on?

• How do you find new fintech opportunities to explore – or do they find you?

  • Who is involved in the decision-making process when considering a new partner/vendor?

  • What is your timeline for implementing new technologies?

• Do you have or have you considered an accelerator or an incubator? Are you part of a fintech consortium? Are you investing in fintech companies?

• How many technology partners/vendors are you working with today?

  • Which companies are your strongest partners?

• What part of the due diligence process needs more time and attention?

  • Regarding working with vendors: What security issues concern you the most?

  •  What compliance issues do you face as you consider new relationships?

• What is the board’s role in addressing the technological change impacting the industry?

  • Does the board ensure that major technology projects align with the bank’s vision and goals?

  • Does your board have a sufficient level of expertise regarding technology?

• Is there a particular technology that you believe shows the most promise for the industry or your bank in particular?

• Who is responsible for innovation at your bank?  How do you promote innovation within your bank’s culture?

• Who do you primarily rely on to stay informed about technology trends related to the financial services industry?

2:15 PM – 2:30 PM
Refreshment Break 

2:30 PM – 4:15 PM
Peer Conversations – Growth and M&A
Brad Downs, CEO, SRM
Stan Viner, ​​Chair – SRM/Europe International Advisory Board, SRM

Topics like these are discussed during this moderated conversation:

• We spoke earlier about capital allocation.  How have recent events — including rising interest rates and the likely credit challenges — impacted your strategy on organic growth and acquisitions specifically? 
• What type of shareholder base do you have and how does that influence those discussions?
• Has size and/or scale become more important considerations for your bank, and if so, why?
• How important is M&A to your overall growth strategy?
  • Have you ever considered a merger of equals or entering new markets?
• Does your bank have a plan to take advantage of in-market M&A to acquire customers or attract talent?
• How do you source potential acquisitions, and what are your evaluation criteria?
  • Does the CEO drive this process?
  • How does the board become involved?
  • Do you rely on investment bankers to bring you deals?
• What are the best organic growth opportunities in your market, and how are you approaching those?
  • Are you attempting to grow by expanding your existing business lines, or are there new business ventures that you are considering?
  • Is technology a consideration in M&A, particularly when considering acquisition targets?
• What is your view on bank valuations in your market, and how will that likely impact your behavior as a potential buyer or seller? What drives value today?
• If you are a buyer, is there a minimum asset size you look for in identifying targets?  Are there specific qualities you look for in a target today when identifying acquisition opportunities?
• How likely is your board to consider a sale in today’s environment?
  • Is there a policy in place at the board level to ensure consistency of process in exploring or
  • Does the board know its duties in the event of a takeover offer?
• Have you discussed a possible acquisition with your primary regulator?  If so, what was their reaction?
•  From a competitive sense, what do you see as the biggest threat to your bank?
  • How is your bank positioning itself to respond/prepare?

5:00 PM – 6:00 PM
Networking Reception
After a day of conversations, we gather attendees and guests on the Grand Lawn for light apps and cocktails.

6:00 PM – 8:30 PM
Networking Dinner
Attendees and their guests are invited to stay for dinner on the Grand Lawn for a dinner under the stars. 

7:15 AM – 8:00 AM
Breakfast
Attendees and guests join us for breakfast in the Terrace Room before we begin our second day of sessions and conversations. 

8:00 AM – 9:15 AM
Peer Conversations – Talent & Culture
Laura Schield, Chief Operating Officer, Bank Director

Laura moderates a peer discussion with the group, focusing on succession planning; talent acquisition, retention and development; senior management and leadership compensation; and board compensation:

• What is your organization’s greatest talent and compensation challenge? How are your board and management team addressing these issues?

Succession Planning

• How formal is your succession plan, and what are the pitfalls you’ve encountered?

  • Do you have a written emergency succession plan in place in the event of a sudden departure of your CEO or another critical role on the senior team?

  • What is the expected role of the board in such circumstances?

•  What percentage of your senior management team will retire in the next five or so years?

  • Do you have a workable succession plan for all C-suite leaders, the CEO, or neither?

  • Is your confidence high, medium or low that your plan will work?

  • Are there any key roles that cannot be filled by talent inside your bank?

•  What attributes are you seeking in your next CEO and/or executive team?

  • Have you incorporated diversity efforts into your succession planning?

Talent Acquisition, Retention and Development

• Is there a serious focus on attracting, retaining and developing young talent in your organization?

  • How is your bank finding and recruiting the next generation of talent?

  • How is your bank developing young people with management potential?

  • What are you doing to incent and excite young talent?

  • Have you had to raise pay levels dramatically for specific jobs, and if so, which ones?

• Bank leaders have struggled to attract talent in critical areas, such as commercial lending or technology. Are you trying to develop internal candidates specifically for those roles? How?

  • Are you looking outside the industry to fill specific roles?

• Do you have a leadership development program?  If so, what does it entail?

• How does your board interact with high-potential employees?

• Does your bank have a formal approach to diversity, equity and inclusion?

• Is there anything your bank has done that would be helpful to share with the group around best practices related to talent acquisition, retention or succession planning?

Senior Management and Leadership Compensation

• Do you worry about losing your CEO/senior executives to a competitor if your compensation is not competitive?

• Do you anticipate needing to make any adjustments to your executive incentive plans given the economic environment?

• What, if any, comparative data do you use to guide compensation decisions at the executive level?

  • Below the senior leadership team?

  • Which survey sources or data sources do you find most helpful?

• How have you structured your short-term incentive plans, and what form of compensation do you use?

  • What metrics and qualitative factors have you built into your short-term and long-term plans?

  • How do you use discretion as part of your incentive programs?

• What specific performance metrics is your bank using in its incentive plans for:

  • Commercial loan officers

  • Retail branch employees (Do the metrics differ by position?)

  • Loan specialists

  • Senior management (i.e., division heads, CEOs, CFOs, etc.)

• What, if any, challenges has your institution experienced in terms of constructing a long-term incentive compensation plan in recent years?

• What long-term incentives do you offer your senior executives (options, restricted stock, performance shares, and/or long-term cash)?

• Do you use options or restricted stock for employees below the CEO and his or her senior team?

  • If so, how are those plans structured and who is eligible?

• Does your bank have any clawback provisions?

Board Compensation

• Have you raised director pay in the past two or three years? Why?

• How are directors at your bank compensated?  What compensation components do you use (annual retainer, meeting fees, etc.), and how are they paid (cash, stock, or both)?

• Have considerations been made for remote attendance? Is that treated differently?

• Are your directors required to hold equity in the bank, and if so, how much?

• What market practices information do you use when determining director compensation?

• Do the directors at your bank receive any other benefits beyond cash and/or equity compensation?

• Has compensation been a barrier to adding board directors? Does your board offer enough to attract directors with the necessary skills, expertise and experience for your bank?

• What is your organization’s most significant challenge from a talent and compensation standpoint?  How are you and your board addressing these issues?

9:15 AM – 9:30 AM
Refreshment Break

9:30 AM – 11:15 AM
Peer Conversations – Risks
Michelle King, President, Bank Director

Michelle moderates a peer discussion around general risks, IT risks, reputational risks and regulation:

• What are the top three risks your institution is the most concerned about?  How are management and the board addressing these issues?

• Do you believe your board’s risk governance structure to be effective?

  • Has your board set up a separate risk committee?  If so, why did you decide to do this?

  • What is the role of the audit committee in overseeing risk if the board also has a risk committee?

•  What tools does the risk committee use to manage risk?

•  What role should the risk committee play in setting risk appetite for the institution?

  • How is the risk appetite used in the organization?

  • Is the risk appetite statement shared with employees below the senior management team?

• Does your bank have a chief risk officer?

  • If so, how do they interact with the risk committee?

  • If you do not have a CRO, why did you decide not to take that approach? And who on the management team handles risk?

• Since most board members are not “banking” experts, what types of resources can help directors judge management’s strategy and/or programs?

• Who should drive the overall risk management program – the board, management or the regulators?

• What is the minimum level at which the board is immediately notified of perilous risk and impact?

IT Risks

• How frequently does your board review cyber risk and cybersecurity? How are you staying on top of this issue and its impact on your bank?

• Does your bank have an action plan in place for a cyber intrusion?

• How concerned are you about a vendor cyber incident, and how prepared is your bank for such an event?

  • When a vendor has a breach, who owns it?

  • If customers’ personal data has been compromised, what should the bank do?

• Has your bank completed the Federal Financial Institutions Examination Council’s (FFIEC) Cybersecurity Assessment Tool?  Has your bank used other, similar assessments? What if any changes did you make because of the process?

• How has remote work affected your bank’s approach/oversight of cybersecurity?

• Has your bank hired a Chief Information Security Officer (CISO)? If so, who does that person report to, and how frequently do they interact with the board and audit committee?

• How intrusive, wittingly or unwittingly, have IT risks become in the day-to-day business decisions of the bank?

• Has your bank increased its cybersecurity budget in the last two years, and if so, by what percent? Should the bank be spending more?

• Does the bank rely on the “cloud” for any of its technology functions, and are you more – or less – concerned about the risks?

•  What conversations have your committee had about ransomware?

  • Have your board or a committee discussed payments fraud?

• Do you believe your board has the appropriate cybersecurity expertise to oversee this risk?

Reputational Risks

• Open discussion – how do you plan for, address and respond?

  • What external resources are utilized?

  • What internal resources are utilized?

• Has your executive team been through a tabletop exercise? Has your board?
  

  • What were the lessons learned and changes made due to the exercise?

   

Regulation

• What are the top three regulatory compliance challenges affecting the bank?
• Does your bank use technology to manage its compliance burden?
• What staffing and resources are devoted to regulatory compliance? Do you anticipate adding compliance staff in 2024-2025?
• Regarding credit risk, do you see regulatory oversight as a leading or trailing indicator?
• What strategies is your bank implementing for improving the bank/regulator relationship?
• Do regulators review the risk tolerance of the board and management (as articulated in the annual strategic plan)?

11:15 AM – 11:45 AM
Wrap-Up
Michelle King, President, Bank Director
Jim McAlpin, Board Member, Bank Director 

11:45 AM
Boxed Lunch for Attendees and Guests 

12:00 PM – 4:30 PM
Activities in Kiawah
Choose one of the following options: 

12:00 PM – 5:30 PM
Play the Ocean Course
*For those playing golf, meet in the main lobby for transportation at 12:00.
Join the avid golfers who have The Ocean Course at Kiawah Island Golf Resort on their must-play list for a true test of skill. Located on the easternmost end of the island, The Ocean Course boasts the most seaside holes in the Northern Hemisphere, with ten hugging the Atlantic and the other eight running parallel to those. Although it was initially planned to sit behind the dunes, designer Pete Dye’s wife, Alice, suggested raising the entire course to give players unobstructed views of Kiawah’s stunning coastline from every hole. One catch? This improved view made the course substantially more demanding, exposing play to the Atlantic’s brisk and unpredictable breezes. 

In fact, it’s unlikely any other golf course in the world—outside the United Kingdom and Ireland— as it is greatly affected by the wind. Depending upon the wind’s direction and strength, a player can experience up to an 8-club difference on holes from one round to the next. Interesting fact: Because there are no prevailing winds on The Ocean Course, Dye designed two courses in one—one for an easterly and the other for a westerly wind. 

Spa Treatment of Choice – Massage or Facial
There is one spa resort that can whisk you away from it all…The Spa at The Sanctuary. Here, you’ll experience a complete escape for your body, mind and spirit. Brilliantly inspired by the natural beauty of the Lowcountry, our signature treatments and services will rejuvenate the senses, while our idyllic setting and Southern hospitality will soothe the soul. It’s your time to get away…to The Spa at The Sanctuary. 

5:30 PM – 6:30 PM
Networking Reception
After returning from the afternoon’s activities and having time to refresh, we gather attendees and guests at the Terrace Courtyard for heavy appetizers and cocktails.