Agenda

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

8:00 AM – 8:10 AM
Day One Welcome
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
The State of Our Industry
In this session, hear the current state of the banking industry and the underlying factors driving change and creating opportunities.

8:40 AM – 9:10 AM
Building the Strongest Board:  What You Need to Know
Craig Sanders, Partner, Moss Adams LLP
Elise Walton, Principal, Pearl Meyer
Speaker To Be Announced, Howard & Howard
Given Bank Director’s mission, Strong Board. Strong Bank, this session features the key qualities of what makes a strong board.

9:10 AM – 9:40 AM
Three Unique Ways to Manage Risk
Mark Kanaly, Partner, Alston & Bird LLP
Mandi Simpson, Partner, Crowe LLP
How derivatives, credit and supervisory actions can help reduce bank risk. This session offers insight from auditors on pockets of credit risk that had gone unnoticed until now but need to be in focus; how to use derivatives as an insurance policy against the risk you are already taking on your balance sheet; and, how to understand and manage risk vs treating risk management as an exercise in compliance.

9:40 AM – 9:55 AM
Refreshment Break

9:55 AM – 10:45 AM
Exclusive CEO, Chairman & Lead Director Peer Exchange: Session 1
During the peer exchange sessions, CEOs, chairmen and lead directors candidly discuss various 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:

Organic Growth & M&A Issues
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 will that likely 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 Issues
Advised by: Advisor To Be Announced, 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 Issues
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 concerning the ongoing performance of the bank and its strategic direction?

Audit & Risk Issues
Advised by: Cory Kronheim, Partner, Crowe LLP
Examples of topics discussed include:

• What best practices would you recommend for audit committees?
• What concerns do you have regarding current interest rates and their impact on lending activity and deposits?
• 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/risk committee play in setting the risk appetite for the institution?

Innovation & Technology Issues
Advised by: Beth Johnson, Principal, Managed Technology Consulting, 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?
• Does your board have a sufficient level of expertise regarding technology?
• Who is responsible for innovation at your bank?  Does your bank have a culture of innovation?

9:55 AM – 10:35 AM
Breakout Sessions (select one)
While CEOs, Chairmen and Lead Directors attend Peer Exchange Sessions, members of the board and senior executives select from one of four breakout sessions to attend. Breakout sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101: Compensation Primer
Karen Butcher, Managing Director, Pearl Meyer
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings. This session on compensation includes what a good director needs to know about evaluating the CEO and determining pay, and examining compensation arrangements, including incentive compensation and executive pay.

Breakout 2:  5 Questions that Determine a Profitable Client Relationship
Scott Earwood, Director of Community Solutions, White Clay
In this session, we review five questions banks can ask that — if answered correctly — can ensure profitability within their customer relationships.  We share real examples of obstacles that bank clients have faced, as well as strategies and outcomes for overcoming the main barriers to untapped revenue growth.

10:45 AM – 11:25 AM
Breakout Sessions (select one)
Breakout sessions continue for members of the board and senior executives attending the Forum. Breakout sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101: Audit Primer
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings.  This session on audit includes what a good director needs to know about this expansive responsibility, including the internal and external function, and the reports and information that directors should expect to receive.

Breakout 2:  Building a Strategic Asset Board
Alan Kaplan, Founder & CEO, Kaplan Partners
High performing boards are a hallmark of high performing banks. Hear from board leaders on the critical topics of board succession and refreshment, governance best practices and the role of board assessments in elevating board performance. Boards that effectively navigate these vital yet sensitive dynamics are well on their way to becoming top performing institutions.

Breakout 3:  Risky Business: Navigating Board Risk Oversight
George Makris, III, EVP, General Counsel & Corporate Secretary, Simmons Bank
Seth Winter, Partner, Troutman Pepper Hamilton Sanders LLP
Bank regulators are heightening expectations for board risk oversight. Recent regulatory guidance has focused on boards of regional and larger banks but provides valuable insights to smaller bank boards. This session discusses key elements of that regulatory guidance, best practices for effective board oversight of enterprise risk and the relationship between the board’s and management’s risk oversight roles.

11:10 AM – 12:10 PM
Exclusive CEO, Chairman & Lead Director Peer Exchange: Session 2
CEOs, chairmen 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:

• Organic Growth & M&A Issues
• Compensation & Talent Issues
• Legal & Governance Issues
• Audit & Risk Issues
• Innovation & Technology Issues

11:35 AM – 12:15 PM
Breakout Sessions (select one)
Members of the board and senior executives select from a third round of breakout sessions. These sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101: Risk Primer
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings.  This session on risk includes what a good director needs to know about risk, including the information about risks that banks should expect to receive, the board’s role in establishing risk appetite, how board members should examine key risks — credit, interest rate risk and cybersecurity — and how board members should connect risks to strategic decision making.

Breakout 2:  Navigating Executive Benefits in a Shifting Regulatory Landscape and Evolving Workforce Dynamics
Todd Carpenter, SVP, Business Development, NFP
In today’s business environment, executives face unprecedented challenges in designing and managing benefit packages for their key employees.  With constant shifts in the business environment, and the emergence of a new generation of employees, banks must adopt strategic solutions to stay ahead.  Join this session to delve into strategies to tailor benefits to attract and retain top talent.  Attendees gain insights and actionable strategies to optimize their executive compensation programs.

12:10 PM – 1:15 PM
Networking Lunch

1:15 PM – 2:15 PM
Exclusive CEO, Chairman & Lead Director Peer Exchange: Session 3
CEOs, chairmen 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:

• Organic Growth & M&A Issues
• Compensation & Talent Issues
• Legal & Governance Issues
• Audit & Risk Issues
• Innovation & Technology

1:15 PM – 1:55 PM
Breakout Sessions (select one)
Members of the board and senior executives select from an additional round of breakout sessions. These sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101: Governance Primer
Robert Maddox, Partner, Bradley Arant Boult Cummings LLP
Avery Simmons, Partner, Bradley Arant Boult Cummings LLP
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings.  This session on governance examines the role of the board and how to structure effective deliberations — including the meeting agenda, minutes and materials, executive sessions and strategic planning.

2:05 PM – 2:45 PM
Breakout Sessions (select one)
Members of the board and senior executives select from an additional round of breakout sessions. These sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101: Technology Primer
John Huyette, Principal, Risk Consulting, RSM US LLP
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings.  This session on technology examines the board’s oversight role, including risks and opportunities, and ensuring that management aligns technology resources and budgeting with strategic decision-making.

Breakout 2:  Do Your Incentive Plans Align With Your Compensation Philosophy
Matt Brei, President, Blanchard Consulting Group
Jeff Fairchild, SVP, Lead Consultant, Blanchard Consulting Group
In this session, we discuss compensation philosophies, cash incentives and how they fit with your bank’s unique culture and strategy. This discussion includes reviewing market data surrounding cash incentives and industry best practices related to incentive plan designs. Ultimately, the goal is to analyze whether your current cash incentive programs are effectively aligned to achieve your stated goals.

Breakout 3:  Succession Strategy Unpacked:  Who Is Your Next CEO?
Sean O’Neal, Partner, Chartwell Partners
Dive deep into CEO succession planning in this session by uncovering ways to identify and develop internal talent while discerning when external hires will enhance your organization. Discover transition tactics for both scenarios. Gain a holistic understanding of talent mapping’s pivotal role in sustained success, emphasizing the board’s indispensable contribution throughout the process.

2:30 PM – 3:30 PM
Exclusive CEO, Chairman & Lead Director Peer Exchange: Session 4
CEOs, chairmen 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:

• Organic Growth & M&A Issues
• Compensation & Talent Issues
• Legal & Governance Issues
• Audit & Risk Issues
• Innovation & Technology

2:55 PM – 3:35 PM
Breakout Sessions (select one)
Members of the board and senior executives select from an additional round of breakout sessions. These sessions are designed to allow participants to attend committee-focused sessions based on their role on the board and/or their position at the financial institution.

Breakout 1:  Bank Director 101:  M&A Primer
The Bank Director 101 sessions are for the newer directors in our audience and focus on the basics that all directors must know as they participate in board meetings.  This session explores the fundamentals of bank M&A, including how boards should approach the decision to buy — or sell.

Breakout 2:  Performance-based Compensation – What Did We (And the Regulators) Learn From 2023?
Speaker To Be Announced, McLagan

Breakout 3:  How the Changing Regulatory and Judicial Environment is Affecting Compensation Decisions in the Boardroom
Lynda Crouse, Partner, Troutman Pepper Hamilton Sanders LLP
Shannon Patterson, Counsel, Troutman Pepper Hamilton Sanders LLP
In this competitive talent market, your company needs effective incentive compensation and equity programs to drive performance.  A changing legal landscape creates challenges in aligning pay with performance, but directors can set the right balance while navigating clawbacks, covenants and risks.  Join us for a discussion of the key regulatory and judicial developments that all directors need to know.

3:30 PM – 3:55 PM
Refreshment Break

3:55 PM – 4:25 PM
Strategies for Growth
Eve Rogers, Partner, Crowe LLP
While M&A is a method for growth, there are many opportunities your bank could capitalize on to grow.  During this session, participants hear from industry leaders on the various strategies available to you and your board.

4:25 PM – 4:55 PM
Building a Strong Bank
Robert McCabe, Jr., Chair of the Board, Pinnacle Financial Partners
Terry Turner, President & CEO, Pinnacle Financial Partners
Moderated by:  Naomi Snyder, Editor-in-Chief, Bank Director
Pinnacle Financial Partners is one of the most influential banks in the Southeast.  The company was founded by three Nashville businessmen who wished to create a locally-owned financial firm in 2000.  During this session, Bank Director sits down with two of its founders – Rob McCabe and Terry Turner – to hear their journey and uncover some of their thoughts as to what went into their decision making and how they have built the bank they lead today.

4:55 PM – 5:25 PM
Case Study:  How a Bank Board and Management Works Together to Navigate Turbulent Times
Bruce Beach, Chair of the Board, Western Alliance Bank
Kenneth Vecchione, President & CEO, Western Alliance Bank
With assets of more than $70B, Western Alliance Bank is consistently one of the highest-performing banks in the country.  When last year’s regional banking crisis hit, Western Alliance went into overdrive to ensure all stakeholders were aware of the bank’s solid – and stable – operations.  Bank Director talks with Board Chair Bruce Beach and President and CEO Ken Vecchione to learn how management and the board worked together to successfully navigate the turbulence and how to apply these lessons more broadly.

5:25 PM – 6:25 PM
Networking Peer & Guest Reception