*Agenda subject to change

7:00 a.m. – 8:00 a.m.
Registration + Breakfast
Sponsored by:  Bank Compensation Consulting

8:00 a.m. – 8:15 a.m.
Welcoming Remarks
Al Dominick, President & CEO, Bank Director
Compensation proves a powerful communication tool that will, more than anything else, underscore what an institution and its leaders truly value.  As we welcome attendees to Chicago, we look at how innovative banks compensate “pivotal” talent while introducing what to expect during the first day of this annual event.

8:15 a.m. – 9:05 a.m.
Running the Bank You Want To Run
Scott Law
, EVP, Director of Compensation, Zions Bancorporation
Todd Leone, Partner, McLagan
James Nelson, SVP, Large, Regional and Specialized Institutions Division, Federal Reserve Bank of Chicago
Moderated by Jack Milligan, Editor-in-Chief, Bank Director magazine
There is a great deal to talk about bank regulations and the Dodd Frank Act in particular.  To begin this year’s conference, we look at what you need to know about incentive compensation, clawbacks and pay ratios (to name but three) so you can run your institution as you wish.

9:05 a.m. – 9:55 a.m.
The Condition of the Banking Industry
Steven D. Hovde, President & CEO, Hovde Group, LLC
This session reviews capital markets and operating conditions for banks nationwide with a specific focus on the average size of banks represented at this event.

9:55 a.m. – 10:10 a.m.
What Your Peers Think
Flynt Gallagher
, President, Compensation Advisors
Mika Moser, Chief Operating Officer, Bank Director
During this 15-minute interactive session, we benchmark the entire audience’s feelings on compensation practices, leadership development, growth plans and talent acquisition.

10:10 a.m. – 10:30 a.m.
Refreshment Break

10:30 a.m. – 11:15 a.m.
Jennie P. Carlson, EVP, Human Resources, U.S. Bancorp

11:30 a.m. – 12:20 p.m.
Topic Breakout Sessions (select one)

Breakout I:  Incentive Plans in a Digital World
Gayle Appelbaum
, Principal, McLagan
Christian Chandler, Partner, Hogan Lovells US LLP
Dan Chappell, EVP, Chief Human Resources Officer, SeacoastBank
Today, customers have more frequent interactions with their banks through technology, thus altering the role of employees. This breakout session identifies those pressure points that are impacting incentive plans and offers suggestions for addressing them.

Breakout II:  A New Era of Governance–Preparing for Conversations with Regulators and Shareholders
Steven C. Evans
, Deputy General Counsel, Synovus Financial Corp.
Shane Meredith, Senior Consultant, Meridian Compensation Partners, LLC
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Daniel Rodda, Lead Consultant, Meridian Compensation Partners, LLC
Directors are increasingly being asked to personally meet with regulators and shareholders (including activists), who are seeking evidence that boards are providing strong governance and effective oversight of banks.  Investors are looking more critically at board governance, recently targeting age, tenure and diversity as potential areas of focus, as well as increasing their scrutiny of compensation programs.  This session will discuss emerging trends and how directors can ensure that they establish strong governance practices for the board and the bank’s compensation programs, which will enable them to more proactively prepare for conversations with regulators and shareholders.

Breakout III:  Staging Compensation: Being Prepared for Boomers to Millennials
Kelly Earls
, Principal, Bank Compensation Consulting
Eric S. Kracov
, Partner, Kilpatrick Townsend & Stockton LLP
Suzanne A. Walker
, Counsel, Kilpatrick Townsend & Stockton LLP
This session focuses on utilizing different components of compensation to anticipate the most attractive means to deliver compensation to your organization’s key employees while considering where an employee is in their career cycle.  The panelists will discuss mixing long term and short term considerations, non-equity and equity compensation, incentive and tenure compensation.  The speakers will share how to use BOLI to offset costs of programs that BOLI is not initially thought of to offset.  The regulatory and tax considerations will be highlighted so directors will have guideposts when considering compensation programs in their bank.

12:20 p.m. – 1:30 p.m.
Networking + Peer Lunch
Sponsored by:  Compensation Advisors

1:30 p.m. – 2:20 p.m.
Aligning Compensation with Corporate Strategy
Barbara E. Allushuski, Compensation Committee Chairman, Level One Bank
Laura Hay, Managing Director, Pearl Meyer
Dana L. Stonestreet, Chairman, President & CEO, HomeTrust Bank
Aligning compensation with your bank’s corporate strategy can transform pay from a cost of doing business to a competitive advantage.  Learn how so called compensation “best practices” could be detrimental to business results.  During this session, we will discuss how to tailor your compensation program to different business strategies and characteristics unique to your bank.

2:20 p.m. – 3:10 p.m.
Point/Counterpoint Debate

Gayle Appelbaum, Principal, McLagan
Flynt Gallagher, President, Compensation Advisors
Eric S. Kracov, Partner, Kilpatrick Townsend & Stockton LLP
Donald L. Norman, Jr., Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Moderated by:  Al Dominick, President & CEO, Bank Director
In this popular, interactive panel discussion, we welcome the opinions of consultants and attorneys on a number of hot topics and emerging issues.  Once the panelists weigh in on a statement, we open things up to all attendees, asking for people to agree or disagree with the statement made via an audience response keypad.  Real-time results follow the voting so you see just where you stand with respect to your peers.

3:10 p.m. – 3:30 p.m.
Refreshment Break

3:30 p.m. – 4:20 p.m.
Topic Breakout Sessions
(select one)

Breakout I:  What’s Up With Commercial Lenders Pay Levels?
Katrina Gerenz, Principal, McLagan
Bryan Lemke, Director, McLagan
Commercial lending compensation has evolved dramatically since the Great Recession.  This session focuses on both pay levels and pay designs for today’s commercial lenders.  In addition, learn how regulatory guidance has impacted plan designs for the commercial lender.

Breakout II:  Executive Compensation in M&A
Andrew K. Strimaitis
, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Delivering an intact executive team or clearing the way for a new generation of leadership is often key to the success of a corporate transaction.  In order to successfully navigate these transitions, companies and their boards need to be aware of the executive compensation related legal and tax issues that can and do arise in connection with mergers and acquisitions, and also appreciate the planning opportunities that may be available to minimize those issues.  This session will provide an overview of the issues that are likely to arise, alternatives available to address those issues and best practices to consider from pre-transaction planning through post-closing integration.

Breakout III:  Evaluating Pay-For-Performance Alignment — How Does Your Pay Program Stack Up?
David Lawson, EVP & Chief Human Resources Officer, Columbia Bank
Greg Swanson, Principal, Pearl Meyer
Measuring and interpreting pay–for–performance alignment is central to assessing the effectiveness of your executive compensation program and continues to be an area of focus for investors and regulators, highlighted by the SEC’s recent proposed rulemaking under Dodd-Frank Section 953.  This breakout session will help your compensation committee and senior leadership team understand the benefits of properly evaluating pay–for–performance alignment at your bank.

4:30 p.m. – 5:20 p.m.
Today’s Hot Topics & Emerging Trends
Brian D. Dittenhafer
, Lead Director, Investors Bancorp, Inc.
Cathleen H. Nash, President & CEO, Woodforest National Bank
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Nancy Huntington Stager, EVP, Human Resources & Charitable Giving, Eastern Bank
This interactive and informative day one closing session will provide an overview of the most current emerging trends and regulations impacting the banking industry.  A fast-paced presentation will cover issues and best practices in governance, compensation program design, performance metric selection, pay for performance alignment and talent/leadership strategies.

5:20 p.m. – 5:25 p.m.
Closing Remarks
Jack Milligan
, Editor-in-Chief, Bank Director magazine

5:25 p.m. – 6:30 p.m.
Networking Cocktail Reception
Sponsored by:  Hovde Group, LLC

7:00 a.m. – 8:00 a.m.

8:00 a.m. – 8:15 a.m.
Competing with Non-Banks… Or Partnering?
Al Dominick
, President & CEO, Bank Director
Kelsey Weaver, Publisher, Bank Director
As much as a bank’s board and HR executives need to understand what’s happening in banking (and not just in “the” bank), they also need to understand who are their non-traditional competitors/potential partners.

8:15 a.m. – 9:05 a.m.
What Makes Great Boards Great: Making The Tough Calls
William Aichele
, Chairman, Univest Corporation of Pennsylvania and Univest Bank and Trust Co.
Alan J. Kaplan, Founder & CEO, Kaplan Partners
Mary Ann Scully, President, Chairman & CEO, Howard Bank
Research and experience both affirm that a high performing bank board is a significant component of institutional success.  One of the key factors which defines a “great board” is its willingness to tackle the toughest challenges—such as CEO succession, board composition and overall performance.  Leading bank board members will share their approaches to making the tough calls.

9:15 a.m. – 10:05 a.m.
Topic Breakouts (select one)

Breakout I:  Succession Planning & Talent Preservation in an M&A Environment
Donald L. Norman, Jr.
, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Kristine Oliver, Managing Director, Pearl Meyer
Preserving key talent is critical objective during M&A efforts since it preserves strategic capability while stabilizing the business and maximizing the value of the deal.  In spite of its importance, unfortunately not all banks (both buyers and sellers) are successful in this area.  This breakout session provides best practices for successful succession planning and retention efforts in advance of, and during, the M&A process which can be utilized to ensure the long-term, sustained success of the resulting entity. 

Breakout II:  Dodd-Frank Regulatory Updates and What it Means to You
Susan Ancarrow
, Partner, Troutman Sanders LLP
Katrina Gerenz
, Principal, McLagan
Todd Leone, Partner, McLagan
By November, several compensation regulations will either be final or proposed that have been in a pending state since Dodd-Frank’s passing in 2010.  For financial institutions, an update on incentive compensation regulations is coming and for all public companies, we should have the Clawback, Pay Versus Performance and Pay Ratio regulations.  Find out what all of this means for you and how it will impact your compensation plans, policies and disclosures.  

Breakout III:  Customizing Long-Term Incentives for Your Bank
Michael Blanchard, CEO, Blanchard Consulting Group
Matt Brei, Senior Vice President & Partner, Blanchard Consulting Group
In this session, we will cover multiple case study scenarios of how and why different types of community banks utilize long-term incentives or equity within their organization.  We will cover the different types of long-term incentives utilized in the banking industry including both real and synthetic equity vehicles.  We will present three separate case studies that demonstrate how a closely held/mutual bank, a private bank that is widely held and a publicly traded bank might utilize equity.  For each case study, we will cover strategic issues, types of equity used, granting methodologies, and then demonstrate how each bank customized long-term incentives to best fit their unique organization and link the interests of key officers with the shareholders.

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

10:25 a.m. – 11:15 a.m.
Topic Breakout Sessions (select one)

Breakout I:  SERPs – Strategies to Enhance Benefits, Reduce Costs and Improve your Income Statement
Flynt Gallagher, President, Compensation Advisors
Chris Pezalla, Executive Vice President, Compensation Advisors
In this session, we will examine emerging trends in Non-Qualified Deferred Compensation Plans to reduce costs AND augment benefits, including Lifetime Income Non-Qualified designs (LINQS+), common cost offset and recovery designs (BOLI) and strategies incorporating both.  Additionally, we will evaluate the risks and rewards of benefits plans that rely on a fixed investment strategy versus variable investment strategies.

Breakout II:  How Can HR Work with a CEO to Build the Culture
Patricia Peterson, Director of Human Resources, Naugatuck Valley Savings and Loan
Suzanne A. Walker, Counsel, Kilpatrick Townsend & Stockton LLP
The foundation of a bank is its culture.  A positive culture translates to happy employees and customers, and ultimately to better overall performance.  This session speaks to how the HR department and the CEO work collaboratively to set the proper tone – one that drives a strong culture and thus strong performance.

Breakout III:  When Buying a Team Trumps Buying the Bank
Steven D. Hovde, President & CEO, Hovde Group, LLC
More banks are recruiting lending teams away from their competitors.  This session looks at the advantages and disadvantages of lift-outs as compared to a whole-bank acquisition as well as the factors to consider when recruiting a team vs. buying a bank.

11:25 a.m. – 12:15 p.m.
Recruiting For Complex Positions
Scott W. Simmons,
Managing Director, Crist|Kolder Associates
Finding a new teller?  Easy.  Recruiting for a complex new line of business or risk management position, not so much.  To wrap up this year’s program, we highlight emerging areas of interest and the skills and compensation expectations of new, talented and potential employees.

12:15 p.m. – 12:20 p.m.
Closing Remarks
Jack Milligan,
Editor-in-Chief, Bank Director magazine