Asking the Right Questions About Your Bank’s Tech Spend

Bank Director’s 2022 Technology Survey, sponsored by CDW, finds 81% of bank executives and board members reporting that their technology budget increased compared to 2021, at a median of 11%. Much of this, the survey indicates, ties to the industry’s continued digitization of products and services. That makes technology an important line item within a bank’s budget — one that enables bank leaders to meet strategic goals to serve customers and generate organizational efficiencies.

“These are some of the biggest expenditures the bank is making outside of human capital,” says John Behringer, risk consulting partner at RSM US LLP. The board “should feel comfortable providing effective challenge to those decisions.” Effective challenge references the board’s responsibility to hold management accountable by being engaged, asking incisive questions and getting the information it needs to provide effective oversight for the organization.  

Banks budgeted a median $1 million for technology in 2022, according to the survey; that number ranged from a median $250,000 for smaller banks below $500 million in assets to $25 million for larger banks above $10 billion. While most believe their institution spends enough on technology, relative to strategy, roughly one-third believe they spend too little. How can boards determine that their bank spends an appropriate amount?

Finding an apples to apples comparison to peers can be difficult, says Behringer. Different banks, even among peer groups, may be in different stages of the journey when it comes to digital transformation, and they may have different objectives. He says benchmarking can be a “starting point,” but boards should delve deeper. How much of the budget has been dedicated to maintaining legacy software and systems, versus implementing new solutions? What was technology’s role in meeting and furthering key strategic goals? 

A lot of the budget will go toward “keeping the lights on,” as Behringer puts it. Bank of America Corp. spends roughly $3 billion annually on new technology initiatives, according to statements from Chairman and CEO Brian Moynihan — so roughly 30% of the bank’s $11 billion total spend.

For banks responding to the survey, new technology enhancements that drive efficiencies focus on areas that keep them safe: For all banks, cybersecurity (89%) and security/fraud (62%) were the top two categories. To improve the customer experience, institutions have prioritized payments capabilities (63%), retail account opening (54%), and consumer or mortgage lending (41%).

Benjamin Wallace says one way board members can better understand technology spend is to break down the overall technology cost into a metric that better illustrates its impact, like cost per account. “For every customer that comes on the board, on average, let’s say $3.50, and that includes the software, that includes the compensation … and that can be a really constructive conversation,” says Wallace, the CEO of Summit Technology Group. “Have a common way to talk about technology spend that you can look at year to year that the board member will understand.”

Trevor Dryer, an entrepreneur and investor who joined the board of Olympia, Washington-based Heritage Financial Corp. in November 2021, thinks boards should keep the customer top of mind when discussing technology and strategy. “What’s the customer’s experience with the technology? [W]hen do they want to talk to somebody, versus when do they want to use technology? When they do use technology, how is this process seamless? How does it align with the way the bank’s positioning itself?” If the bank sees itself as offering high-touch, personal service, for example, that should be reflected in the technology.

And the bank’s goals should drive the information that floats back to the boardroom. Dryer says $7.3 billion Heritage Financial has “great dashboards” that provide important business metrics and risk indicators, but the board is working with Chief Technology Officer Bill Glasby to better understand the impact of the bank’s technology. Dryer wants to know, “How are our customers interacting with our technology, and are they liking it or not? What are the friction points?” 

Some other basic information that Behringer recommends that bank leaders ask about before adopting new technology include whether the platform fits with the current infrastructure, and whether the pricing of the technology is appropriate. 

Community banks don’t have Bank of America’s $11 billion technology budget. As institutions increase their technology spend, bank leaders need to align adoption with the bank’s strategic priorities. It’s easy to chase fads, and be swayed to adopt something with more bells and whistles than the organization really needs. That distracts from strategy, says Dryer. “To me, the question [banks] should be asking is, ‘What is the problem that we’re trying to solve for our customers?’” Leadership teams and boards that can’t answer that, he says, should spend more time understanding their customers’ needs before they go further down a particular path. 

The best companies leverage technology to solve a business problem, but too many management teams let the tail wag the dog, says Wallace. “The board can make sure — before anyone signs a check for a technology product — to press on the why and what’s driving that investment.” 

Forty-five percent of respondents worry that their bank relies too heavily on outdated technology. While the board doesn’t manage the day-to-day, directors can ask questions in line with strategic priorities. 

Ask, “’Are we good at patching, or do we have a lot of systems where things aren’t patched because systems are no longer supported?’” says Behringer. Is the bank monitoring key applications? Have important vendors like the core provider announced sunsets, meaning that a product will no longer be supported? What technology is on premises versus hosted in the cloud? “The more that’s on prem[ises], the more likely you’ve got dated technology,” he says.

And it’s possible that banks could manage some expenses down by examining what they’re using and whether those solutions are redundant, a process Behringer calls “application rationalization.” It’s an undertaking that can be particularly important following an acquisition but can be applied just as easily to organic duplication throughout the organization. 

A lack of boardroom expertise may have members struggling to have a constructive conversation around technology. “Community bank boards may not have what we would consider a subject matter expert, from a technology standpoint,” says Behringer, “so they don’t feel qualified to challenge.” 

Heritage Financial increased the technology expertise in its boardroom with the additions of Dryer and Gail Giacobbe, a Microsoft executive, and formed a board-level technology committee. Dryer led Mirador, a digital lending platform, until its acquisition by CUNA Mutual Group in 2018. He also co-founded Carbon Title, a software solution that helps property owners and real estate developers understand their carbon impact. 

Experiences like Dryer’s can bring a different viewpoint to the boardroom. A board-level tech expert can support or challenge the bank’s chief information officer or other executives about how they’re deploying resources, whether staffing is appropriate or offer ideas on where technology could benefit the organization. They can also flag trends that they see inside and outside of banking, or connect bank leaders to experts in specific areas. 

“Sometimes technology can be an afterthought, [but] I think that it’s a really critical part of delivering banking services today,” says Dryer. “With technology, if you haven’t been in it, you can feel like you’re held captive to whatever you’re being told. There’s not a really great way to independently evaluate or call B.S. on something. And so I think that’s a way I’ve been trying to help provide some value to my fellow directors.”  

Less than half of the survey respondents say their board has a member who they’d consider a tech expert. Of the 53% of respondents who say their board doesn’t have a tech expert, just 39% are seeking that expertise. As a substitution for this knowledge, boards could bring in a strategic advisor to sit in as a technologist during meetings, says Wallace. 

On the whole, boards should empower themselves to challenge management on this important expense by continuing their education on technology. As Wallace points out, many boards play a role in loan approvals, even if most directors aren’t experts on credit. “They’re approving credit exposure … but they would never think to be in the weeds in technology like that,” he says. “Technology probably has equal if not greater risk, sometimes, than approving one $50,000 loan to a small business in the community.”

The ways in which banks leverage technology have been featured recently in Bank Director magazine. “Confronting the Labor Shortage” focuses on how M&T Bank Corp. attracts and trains tech talent. “Community Banks Enter the Venture Jungle” examines bank participation in fintech funds; a follow-up piece asks, “Should You Invest in a Venture Fund?”  Some institutions are evaluating blockchain opportunities: “Unlocking Blockchain’s Power” explores how Signature Bank, Customers Bancorp and others are leveraging blockchain-based payments platforms to serve commercial customers; risk and compliance considerations around blockchain are further discussed in the article, “Opportunities — and Questions — Abound With Blockchain.” 

Technology is an important component of a bank’s overall strategy. For more information on enhancing strategic discussions, consider viewing “Building Operational Resiliency in the Midst of Change” and “Board Strategic Leadership,” both part of Bank Director’s Online Training Series.   

Bank Director’s 2022 Technology Survey, sponsored by CDW, surveyed 138 independent directors, chief executive officers, chief operating officers and senior technology executives of U.S. banks below $100 billion in assets to understand how these institutions leverage technology in response to the competitive landscape. Bank Services members have exclusive access to the complete results of the survey, which was conducted in June and July 2022. 

Current Compliance Priorities in Bank Regulatory Exams

Updated examination practices, published guidance and public statements from federal banking agencies can provide insights for banks into where regulators are likely to focus their efforts in coming months. Of particular focus are safety and soundness concerns and consumer protection compliance priorities.

Safety and Soundness Concerns
Although they are familiar topics to most bank leaders, several safety and soundness matters merit particular attention.

  • Bank Secrecy Act/anti-money laundering (BSA/AML) laws. After the Federal Financial Institutions Examination Council updated its BSA/AML examination manual in 2021, recent subsequent enforcement actions issued by regulators clearly indicate that BSA/AML compliance remains a high supervisory priority. Banks should expect continued pressure to modernize their compliance programs to counteract increasingly sophisticated financial crime and money laundering schemes.
  • In November 2021, banking agencies issued new rules requiring prompt reporting of cyberattacks; compliance was required by May 2022. Regulators also continue to press for multifactor authentication for online account access, increased vigilance against ransomware payments and greater attention to risk management in cloud environments.
  • Third-party risk management. The industry recently completed its first cycle of exams after regulators issued new interagency guidance last fall on how banks should conduct due diligence for fintech relationships. This remains a high supervisory priority, given the widespread use of fintechs as technology providers. Final interagency guidance on third-party risk, expected before the end of 2022, likely will ramp up regulatory activities in this area even further.
  • Commercial real estate loan concentrations. In summer 2022, the Federal Deposit Insurance Corp. observed in its “Supervisory Insights” that CRE asset quality remains high, but it cautioned that shifts in demand and the end of pandemic-related assistance could affect the segment’s performance. Executives should anticipate a continued focus on CRE concentrations in coming exams.

In addition to those perennial concerns, several other current priorities are attracting regulatory scrutiny.

  • Crypto and digital assets. The Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC have each issued requirements that banks notify their primary regulator prior to engaging in any crypto and digital asset-related activities. The agencies have also indicated they plan to issue further coordinated guidance on the rapidly emerging crypto and digital asset sector.
  • Climate-related risk. After the Financial Stability Oversight Council identified climate change as an emerging threat to financial stability in October 2021, banking agencies began developing climate-related risk management standards. The OCC and FDIC have issued draft principles for public comment that would initially apply to banks over $100 billion in assets. All agencies have indicated climate financial risk will remain a supervisory priority.
  • Merger review. In response to congressional pressure and a July 2021 presidential executive order, banking agencies are expected to begin reviewing the regulatory framework governing bank mergers soon.

Consumer Protection Compliance Priorities
Banks can expect the Consumer Financial Protection Bureau (CFPB) to sharpen its focus in several high-profile consumer protection areas.

  • Fair lending and unfair, deceptive, or abusive acts and practices (UDAAP). In March 2022, the CFPB updated its UDAAP exam manual and announced supervisory changes that focus on banks’ decision-making in advertising, pricing, and other activities. Expect further scrutiny — and possible complications if fintech partners resist sharing information that might reveal proprietary underwriting and pricing models.
  • Overdraft fees. Recent public statements suggest the CFPB is intensifying its scrutiny of overdraft and other fees, with an eye toward evaluating whether they might be unlawful. Banks should be prepared for additional CFPB statements, initiatives and monitoring in this area.
  • Community Reinvestment Act (CRA) reform. In May 2022, the Fed, FDIC, and OCC announced a proposed update of CRA regulations, with the goal of expanding access to banking services in underserved communities while updating the 1970s-era rules to reflect today’s mobile and online banking models. For its part, the CFPB has proposed new Section 1071 data collection rules for lenders, with the intention of tracking and improving small businesses’ access to credit.
  • Regulation E issues. A recurring issue in recent examinations involves noncompliance with notification and provisional credit requirements when customers dispute credit or debit card transactions. The Electronic Fund Transfer Act and Regulation E rules are detailed and explicit, so banks would be wise to review their disputed transaction practices carefully to avoid inadvertently falling short.

As regulator priorities continue to evolve, boards and executive teams should monitor developments closely in order to stay informed and respond effectively as new issues arise.

You Could Get Sued

Welcome to a bank board. This is an exciting time to be serving. Oh, and do you have a director’s liability insurance policy, in case you’re sued?

Serving on a bank board can be a rewarding experience: think about the service you’re doing for your community, the connections you’re making and the businesses you’re learning about. It can also be quite frightening. Directors can and do get sued — especially public company directors.

The liability of serving on a bank board can be so intimidating that many banks offer directors’ and officers’ liability insurance to help attract qualified members to their boards. Board members can face civil and criminal liability for their service. (D&O insurance typically doesn’t cover criminal liability, but you probably don’t need to worry. Criminal liability usually involves activities such as falsifying bank statements, committing fraud or accepting fees or favors in return for special treatment, such as lower rates, which I’m sure you’re not planning to do.)

The pay isn’t great either. While the directors serving on the largest banks in the nation certainly get paid in the six figures, Bank Director’s 2022 Compensation Survey, sponsored by Newcleus Compensation Advisors, proves that’s not the norm. The median fee per board meeting in 2021 was $1,000, with a $30,000 annual cash retainer and $20,292 in equity compensation.

Plus, the responsibilities are numerous. If I were to run you through the 126-page “Director’s Book” published by the Office of the Comptroller of the Currency for national banks, it would be impossible to sum up the duties of the board in an elevator pitch of 30 seconds or less. Indeed, this list of duties and responsibilities seems to expand with every crisis or change in the economy. 

Next week’s in-person Bank Board Training Forum, which begins with the Bank Director Certification Workshop on Sunday, Sept. 11, will delve into many of aspects of the roles and responsibilities of bank boards. Jack Milligan, editor-at-large for Bank Director, will lead the workshop. His article 2017 that examines the task of serving on a bank board is relevant today.

Regulators and stakeholders demand an increasing amount of attention and supervision from bank directors. But the overall responsibilities are the same: 

  • Set clear, aligned and consistent direction regarding the firm’s strategy and risk tolerance.
  • Actively manage information flow and board discussions.
  • Hold senior management accountable.
  • Support the independence and stature of independent risk management and internal audit.
  • Maintain a capable board composition and governance structure.

In the end, the task seems like a lot for a part-time job. But the rewards of such service are many. You get to steward a ship that’s instrumental to the success of your communities, providing fuel for its economic engine. The rewards of such service are a job well done. Serving on a bank board isn’t the perfect fit for everyone, but everyone who does should be proud.

Regulatory Crackdown on Deposit Insurance Misrepresentation

Federal banking regulators have recently given clear warnings to banks and fintechs about customer disclosures and the significant risk of customer confusion when it comes to customers’ deposit insurance status.

On July 28, 2022, the Federal Deposit Insurance Corporation and the Federal Reserve issued a joint letter to the crypto brokerage firm Voyager Digital, demanding that it cease and desist from making false and misleading statements about Voyager’s deposit insurance status, in violation of the Federal Deposit Insurance Act, and demanded immediate corrective action.

The letter stated that Voyager made false and misleading statements online, including its website, mobile app and social media accounts. These statements said or suggested that: Voyager is FDIC-insured, customers who invested with the Voyager cryptocurrency platform would receive FDIC insurance coverage for all funds provided to, and held by, Voyager, and the FDIC would insure customers against the failure of Voyager itself.

Contemporaneously with the letter, the FDIC issued an advisory to insured depository institutions regarding deposit insurance and dealings with crypto companies. The advisory addressed the following concerns:

  1. Risk of consumer confusion or harm arising from crypto assets offered by, through or in connection with insured banks. This risk is elevated when a nonbank entity offers crypto assets to the nonbank’s customers, while offering an insured bank’s deposit products.
  2. Inaccurate representations about deposit insurance by nonbanks, including crypto companies, may confuse the nonbank’s customers and cause them to mistakenly believe they are protected against any type of loss.
  3. Customers can be confused about when FDIC insurance applies and what products are covered by FDIC insurance.
  4. Legal risk of insured banks if a crypto company or other third-party partner of the bank makes misrepresentations about the nature and scope of deposit insurance.
  5. Potential liquidity risks to insured banks if customers move funds due to misrepresentations and customer confusion.

The advisory also includes the following risk management and governance considerations for insured banks:

  1. Assess, manage and control risks arising from all third-party relationships, including those with crypto companies.
  2. Measure and control the risks to the insured bank, it should confirm and monitor that these crypto companies do not misrepresent the availability of deposit insurance and should take appropriate action to address any such misrepresentations.
  3. Communications on deposit insurance must be clear and conspicuous.
  4. Insured banks can reduce customer confusion and harm by reviewing and regularly monitoring the nonbank’s marketing material and related disclosures for accuracy and clarity.
  5. Insured banks should have appropriate risk management policies and procedures to ensure that any services provided by, or deposits received from, any third-party, including a crypto company, effectively manage risks and comply with all laws and regulations.
  6. The FDIC’s rules and regulations can apply to nonbanks, such as crypto companies.

At a time when crypto companies are increasingly criticized for courting perceived excessive risk and insufficient transparency in their business practices, the FDIC and other banking agencies are moving to ensure that these companies’ practices do not threaten the banking industry or its customers. On Aug. 19, the FDIC issued letters demanding that five crypto companies cease and desist from making false and misleading statements about their FDIC deposit insurance status and take immediate corrective action.

In addition to the FDIC’s suggestions in its advisory, we suggest both banks and fintech vendors consider the following measures to protect against regulatory criticism or enforcement:

  1. Banks should build the right to review and approve all communications to bank customers into their vendor contracts and joint venture agreements with fintechs and should revisit existing contracts to determine if any adjustments are needed.
  2. Banks should consult with legal counsel as to current and expected regulatory requirements and examination attitudes with respect to banking as a service arrangements.
  3. Fintechs should engage with experienced bank regulatory counsel about the risks inherent in their business and contractual arrangements with insured banks by which the services of the fintech is offered to bank customers.
  4. Banks should conduct appropriate diligence as to their fintech partners’ compliance framework and record.

Additionally, should a bank’s fintech partner go bankrupt, the bank should obtain clarity — to the extent that it’s unclear — as to whether funds on deposit at the bank are property of the bankruptcy estate or property of a non-debtor person or entity; in this case, the fintech’s customers. If funds on deposit are property of non-debtor parties, the bank should be prepared to address such party’s claims, including by obtaining bankruptcy court approval regarding the disposition of such funds on deposit. Additionally, the bank may have claims against the bankrupt fintech entity, including claims for indemnity, and should understand the priority and any setoff rights related to such claims.

The Community Bank Board Guide to Crossing $10 Billion

Community banks that have weathered the economic extremes of the coronavirus pandemic and a rapidly changing interest rate environment may find themselves with another important looming deadline: the $10 billion asset threshold.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (often called Dodd-Frank) created a regulatory demarcation for banks above and below $10 billion in assets. In 2018, regulatory reform lessened one of the more-stringent expectations for $10 billion banks, but failed to eliminate many of the other regulatory burdens. Experts that have worked with banks to cross the divide since the law went into effect recommend that institutions around $5 billion begin preparing for the costs and expectations of being a larger bank.

“The list of changes when going from $9.9 billion to $10 billion isn’t long. It’s the significance of those changes that can create challenges if not appropriately planned for,” writes Brandon Koeser, financial services senior analyst with RSM US LLP, in an email. “Banks need to take a thorough look at their entire institution, including people, processes and risk oversight.”

The pandemic may have delayed or complicated the work of banks who are preparing to cross the threshold. Anna Kooi, a partner and national financial services industry leader at Wipfli, says she has clients at banks whose growth accelerated over the last two years and are approaching the $10 billion asset line faster than expected.

Bank Director has assembled a guide for boards that reviews some areas that are impacted by the threshold, along with questions directors can use to kick off conversations around preparation.

Lost Income
The Dodd-Frank Act’s Durbin Amendment capped the interchange fees on debit card transactions that banks above $10 billion can charge; interchange fees are not reduced for banks under $10 billion. The capped fees have cost card issuers nearly $106 billion in interchange revenue since 2012, including an estimated $15.2 billion in 2020, according to an Electronic Payments Association analysis in August 2021 using data from the Federal Reserve.

Banks preparing to cross $10 billion should analyze how big the reduction of debit interchange revenue could be, as well as alternatives to make up for that difference, Kooi says. The interchange cap impacts banks differently depending on the depositor base: commercial banks may not miss the income, while institutions with a larger retail base that use their debit cards may experience a significant hit. Banks that have more time to consider alternatives will be better positioned when the interchange cap goes into effect, she says.

Regulatory Expectations
Banks over $10 billion in assets gain a new regulator with a new round of exams: the Consumer Financial Protection Bureau. While other banking regulators tend to focus on prudential safety and soundness, the CFPB aims to promote “transparency and consumer choice and preventing abusive and deceptive financial practices” among markets for financial services and products, according to the agency’s mission statement. This exam shift means banks may want to reach out to consultants or other external partners that have familiarity with the CFPB to prepare for these exams.

“The focus is going to be more intense in certain areas,” says Adam Maier, partner and co-chair of Stinson’s banking and financial services division. “They’re going to bring in a different regulatory approach that is very unique, and at times, can be difficult.”

Expectations from other regulators may also increase, and increased scrutiny could lead to a higher risk that examiners discover something at a bank that needs to be addressed.

“A guaranteed place of focus from regulators will be over the bank’s risk program,” Koeser writes. “Undertaking an assessment of the risk management function, including the risk program, staffing levels and quality of talent will be key. In a new world above $10 billion, the old mantra of ‘If it isn’t broke, don’t fix it,’ won’t fly.”

While banks don’t have to participate in the annual Dodd Frank Act Stress Test, or DFAST, exercise until they are $100 billion, regulators may want to see evidence that the bank has some way to measure its credit and capital risk exposure.

“What I’ve heard [from] banks is the regulators, the OCC in particular, still want to talk about stress testing, even though [the banks] don’t have to do it,” Maier says. “I would follow the lead of your primary regulator; if they want you to still demonstrate something, you still have to demonstrate it.”

And importantly, the Dodd-Frank Act mandates that bank holding companies above $10 billion have a separate board-level risk committee. The committee must have at least one risk management expert who has large-company experience.

Staffing and Systems
Heightened regulatory expectations may require a bank to bring on new talent, whether it’s for the board or the executive team. Some titles Kooi says a bank may want to consider adding include a chief risk officer, chief compliance officer and a chief technology officer — all roles that would figure into a robust enterprise risk management framework. These specialty skill sets may be difficult to recruit locally; Kooi says that many community banks preparing for the threshold retain a recruiter and assemble relocation packages to bring on the right people. Oftentimes, banks seek to poach individuals who have worked at larger institutions and are familiar with the systems, capabilities and expectations the bank will encounter.

Additionally, boards will also want to revisit how a bank monitors its internal operational systems, as well as how those systems communicate with each other. Maier says that banks may need to bulk up their compliance staff, given the addition of the CFPB as a regulator.

M&A Opportunities
A number of banks have chosen to cross $10 billion through a transaction that immediately offsets the lost revenue and higher compliance expenses while adding earnings power and operational efficiency, writes Koeser. M&A should fit within the bank’s strategic and long-term plans, and shouldn’t just be a way to jump over an asset line.

Banks that are thinking about M&A, whether it’s a larger bank acquiring a smaller one or a merger of equals, need to balance a number of priorities: due diligence on appropriate partners and internal preparations for heightened regulatory expectations. They also need to make sure that their prospective target’s internal systems and compliance won’t set them back during integration.

Additionally, these banks may need to do this work earlier than peers that want to cross the threshold organically, without a deal. But the early investments could pay off: An $8 billion institution that is prepared to be an $11 billion bank after a deal may find it easier to secure regulatory approvals or address concerns about operations. The institution would also avoid what Maier calls “a fire drill” of resource allocation and staffing after the acquisition closes.

Questions Boards Should Ask

  • Do we have a strategy that helps us get up to, and sufficiently over, $10 billion? What is our timeline for crossing, based on current growth plans? What would accelerate or slow that timeline?
  • Will the bank need to gain scale to offset regulatory and compliance costs, once it’s over $10 billion?
  • What do we need to do between now and when we cross to be ready?
  • What role could mergers and acquisitions play in crossing $10 billion? Can this bank handle the demands of due diligence for a deal while it prepares to cross $10 billion?
  • Are there any C-level roles the bank should consider adding ahead of crossing? Where will we find that talent?
  • Do we have adequate staffing and training in our compliance areas? Are our current systems, processes, procedures and documentation practices adequate?
  • How often should the board check in with management about preparations to cross?
  • Have we reached out to banks we know that have crossed $10 billion since the Dodd-Frank Act? What can we learn from them?

FinXTech’s Need to Know: Elder Finances

There’s a bit of a conundrum in the financial technology space. As more services move to the digital realm, the premise is that they become more accessible and relevant to a broader audience — specifically, millenials and Gen Z.

But self-servicing digital experiences don’t necessarily benefit an aging population.

A 2016 study from the U.S. Census Bureau reports almost 50 million adults 65 years and older are living in the U.S. That number is projected to surpass 100 million by 2060, which will outnumber the amount of children under 18 in the U.S.

There is no set age that represents an older adult’s inability to manage their finances — I know friends today who handle their parents’ finances while they are in their mid-forties, and also have a colleague whose father can still write checks at 90. Banks have an opportunity to facilitate the transition of financial management from adult to caregiver, and ensure that those customers stay with the bank.

Fintechs that specialize in the management and monitoring of elder finances can help banks ease the burden of that transition.

There are three main ways that fintechs can work with banks in this space: They can provide a digital banking platform tailored toward elder populations, they can monitor transactions for fraud and they can provide financial advisory services or planning.

Banks can work with fintechs to provide a digital banking interface that organizes elder finances for account holders. Managing insurance, retirement, medical, housing and emergency costs can feel next to impossible for caregivers who suddenly gain access to elder accounts. But, being able to access and manage those accounts from one platform could save time and prevent a potential headache.

Carefull is one such digital banking platform. Accounts can be set up by the elder themselves, with assistance or by a caregiver. From the platform dashboard, users can access past and future bills, income, deposits, assets and transactions made. An extra layer of transaction and fraud monitoring alerts users when suspicious activity is detected.

Multiple users can be added to the account on a view-only basis, and transactions can not be initiated or carried out by anyone except the elder within the Carefull platform. Users can even connect with financial advisors and planners within the bank.

Elder fraud can be extremely difficult to spot, and increasingly common. A 2019 report from the Consumer Financial Protection Bureau looked at Suspicious Activity Reports (SARs) that dealt with elder financial exploitation from 2013 to 2017. The study found that filings quadrupled within those four years, and that those reported accounted for only a fraction of incidents.

When elder fraud occurs — whether it be malicious (from a bad actor), a crime of opportunity (from a caregiver) or a self-induced mistake (falling for a phishing scam) — the losses are apparent. The average lost in each SAR totaled $34,200. Losses were greater when the elder knew the perpetrator versus a stranger: $50,000 compared to $17,000.

EverSafe works as a second set of eyes on bank, investment, retirement and credit card accounts. Its analytics technology looks for irregularities within transactions, transfers or withdrawals made from each account, and sends alerts to a trusted caregiver, whether it be a spouse, child or hired help. EverSafe, with a partner bank, can also help guide families through remediation processes when fraud or theft occurs, and in some cases will reimburse lawyer fees.

Banks can take a proactive approach with aging populations with fintechs that offer advisory services — assisting with in-person advisors or through artificial intelligence. Genivity’s HALO platform operates as a software-as-a-service solution that helps bank customers plan for the biggest risks to their longevity, health and finances. Each customer receives a personalized report that includes how many years they are expected to live with assistance and its cost, including out-of-pocket expenses.

Full reports are given to financial advisors, so that clients are incentivized to speak with them about their future financials. HALO can be white-labeled and embedded directly into a bank’s digital platform.

Banks will have to strengthen their reactive and proactive strategies when it comes to protecting and catering to aging populations — and partnering with a fintech may be the best way forward for many. Doing so may help banks accumulate life-long customers across generations.

Carefull, EverSafe and Genivity are all vetted companies for FinXTech Connect, a curated directory of technology companies who strategically partner with financial institutions of all sizes. For more information about how to gain access to the directory, please email finxtech@bankdirector.com.

Evaluating Your CEO’s Performance

If a core responsibility of a bank board of directors is to hire a competent CEO to run the organization, shouldn’t it also review that individual’s performance?

In Bank Director’s 2021 Governance Best Practices Survey, 79% of responding board members said their CEOs’ performance was reviewed annually. However, 15% said their CEOs were not reviewed regularly, and 7% said the performance of their CEOs had been assessed in the past but not every year.

The practice is even less prevalent at banks with $500 million in assets or less, where just 56% of the survey respondents said their CEOs were reviewed annually. Twenty-eight percent said they have not performed a CEO performance evaluation on a regular basis, while 16% said their boards have evaluated their CEO in the past but not every year.

Gary R. Bronstein, a partner at the law firm Kilpatrick Townsend, regularly counsels bank boards on a variety of issues including corporate governance. “It doesn’t surprise me, but it’s a problem because it should be 100%,” he says of the survey results. “One of the most important responsibilities of a board is having a qualified CEO. In fact, there may not be anything more important, but it’s certainly near the top of the list. So, without any type of evaluation of the CEO, how do you gauge how your CEO is doing?”

A CEO’s effectiveness can also change over time, and an annual performance evaluation is a tool that boards can use to make sure their CEO is keeping pace with the growth of the organization. “There are right leaders for right times, [and] there are right leaders for certain sizes,” says Alan Kaplan, CEO of the executive search and board advisory firm Kaplan Partners. “There are situations that sometimes call for a need to change a leader. So, how is the board to know if it has the right leader if it doesn’t do any kind of formal evaluation of that leader?”

One obvious gauge of a CEO’s effectiveness is the bank’s financial performance, and it’s a common practice for boards to provide their CEOs with an incentive compensation agreement that includes such common metrics as return on assets, return on equity and the growth of the bank’s earnings per share, tangible book value and balance sheet.

Bank Director’s 2021 Compensation Survey contains data on the metrics and information used by bank boards to examine CEO performance.

But just because a CEO hits all the targets in their incentive plan, and the board is satisfied with the bank’s financial performance, doesn’t mean that no further evaluation is necessary. Delivering a satisfactory outcome for the bank’s shareholders may be the CEO’s primary responsibility, but it’s certainly not the only one.

A comprehensive CEO evaluation should include qualitative as well as quantitative measurements. “There are a lot of different hats that a CEO wears,” says Bronstein. “It probably starts with strategy. Has the CEO developed a clear vision for the bank that has been communicated both internally and externally? Other qualitative factors that Bronstein identifies include leadership — “Is the CEO leading the team, or is the CEO more passive and being led by others?” — as well as their relationship with important outside constituencies like the institution’s regulators, and investors and analysts if the bank is publicly held.

Additional qualitative elements in a comprehensive CEO assessment, according to Kaplan, could include such things as “development of a new team, hiring new people, opening up a new office [or starting] a new line of business.” An especially high priority, according to Kaplan, is management succession. If the current CEO is nearing retirement, is there a succession process in place? Does the CEO support and actively participate in that? If this is a priority for the board, then including it in the CEO’s evaluation can emphasize its importance. “Grappling with succession in the C-suite and [for] the CEO when you have a group of senior people who are largely toward the end of their career should be a real high priority,” Kaplan says.

Ideally, a CEO evaluation should involve the entire board but be actively managed by a small group of directors. The process is often overseen by the board’s compensation committee since the outcome of the assessment will be a critical factor in determining the CEO’s compensation, although the board’s governance committee could also be assigned that task. Other expected participants include the board’s independent chair or, if the CEO is also chair, the lead director.

“I think it should be a tight group to share that feedback [with the CEO], but all the directors should provide input,” says Kaplan. Once that has been summarized, the chair of the compensation or governance committee, along with the board chair or lead director, would typically share the feedback with the CEO. “I think the board should be aware of what that feedback is, and it should be discussed in executive session by the full board without the CEO present,” Kaplan says. “But the delivery of that feedback should go to a small group, because no one wants a 10-on-one or 12-on-one feedback conversation.”

Another valuable element in a comprehensive assessment process is a CEO self-assessment. “I think it’s a good idea for the CEO to do a self-evaluation before the evaluation is done by a committee or the board,” says Bronstein. “I think that can provide very valuable input. If there is a discrepancy between what the board determines and what the self-evaluation determines, there ought to be a discussion about that.”

CEO self-assessments are probably done more frequently at larger banks, and a good example is Huntington Bancshares, a $174 billion regional bank headquartered in Columbus, Ohio. In a white paper that explored the results of Bank Director’s 2021 Governance Best Practices Survey in depth, David L. Porteous — the Huntington board’s lead director — described how Chairman and CEO Stephen Steinour prepares a self-evaluation for the board that examines how he performed against the bank’s strategic objectives for the year. “It’s one of the most detailed self-assessments I’ve ever seen, pages long, where he goes through and evaluates his goals, he evaluates the bank and how we did,” Porteous said.

Porteous also solicits feedback on Steinour’s performance from each board member, followed by an executive session of the board’s independent directors to consolidate its feedback. This is then shared with Steinour by Porteous and the chair of the board’s compensation committee.

Bronstein allows that not every CEO is willing to perform such a detailed self-assessment. “If the CEO is confident about his or her position with the board and with the company, they should feel comfortable to be open about themselves,” he says.

Aligning Strategy and the Board

The board plays an important role in guiding the bank’s strategy and supporting the strategic plan. That requires a varied mix of skills, backgrounds and expertise in the boardroom. In this video, Scott Petty of Chartwell Partners shares the gaps that some boards may need to fill, and provides tips on how to expand your board’s network to attract candidates.

  • Three Questions to Consider
  • Attributes Every Board Needs
  • Building Diversity in the Boardroom
  • Expanding Your Network

How Lead Independent Directors Drive Effective Boards

Want to make your board more effective? Look for a lead independent director with the fortitude and skillset to constructively navigate the relationship with bank management.

While the role is still evolving, bankers have identified some attributes of successful, effective and productive lead directors. These include undisputable independence, forthrightness and an ability to facilitate productive conversations, both in and outside the board room.

As the board’s representative with management, undisputable independence is crucial to a lead director’s ability to be an effective counterweight. It can empower the lead director to act as a conduit of constructive conversations for management and have direct, and sometimes uncomfortable, conversations on behalf of fellow board members.

When speaking with management, lead directors should include an accurate and timely summary of what is discussed in any executive sessions. These sessions allow directors to express concerns and articulate expectations for management in a transparent manner — something they may not be comfortable discussing directly with the CEO. An effective lead independent director can transform these discussions into palatable and productive feedback for executives.

During board meetings, directors — not management — should guide the conversation and focus on key issues. Lead directors can help facilitate consensus and alignment between the board and management, enabling both groups to have candid conversations and ultimately share the same strategic focus.

Building consensus also includes working to making board meetings more effective. A concise, timely meeting agenda representing key board matters can lead to strategic discussions and allow directors to thoughtfully prepare for a productive meeting. Start by surveying fellow directors about matters of importance and sharing discussion points and summaries with management. This can give the board time and space to focus on critical matters during a meeting and help avoid rushing through important topics.

A board of directors is filled with a variety of personalities, so a lead independent director’s demeanor and communication style can impact its success. Effective lead independent directors must be comfortable addressing awkward or sensitive topics and have the ability to lead discussions without becoming a dominant presence in the board room. Facilitating and eliciting perspectives from other directors can coalesce key information, so all the directors feel they have been heard and management understands what is expected of them.

The specificities of the role — and the tasks the lead independent director governs — caution against frequent rotation of this role, which could be viewed as lack of strength on the board, ineffective leadership, or even a lack of commitment to governance. Rotating this role too frequently could also lead to a reduction in the board’s overall productivity.

Assess current and potential board members for candidates who could effectively serve as lead independent director, and weigh the possibility of bringing in a new board member to provide the necessary skills.

For more information on the role of lead independent director, contact Susan Sabo at susan.sabo@CLAconnect.com or 704-816-8452 or Todd Sprang at todd.sprang@CLAconnect.com or 630-954-8175.

The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting, investment, or tax advice or opinion provided by CliftonLarsonAllen LLP (CliftonLarsonAllen) to the reader. For more information, visit CLAconnect.com.

CLA exists to create opportunities for our clients, our people, and our communities through our industry-focused wealth advisory, outsourcing, audit, tax, and consulting services. Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC-registered investment advisor.

5 Principles to Improve Financial Benchmarking

In financial analysis, the question of “How are we doing?” should almost always be answered with “Compared to what?”

As directors prepare for year-end meetings, there are a number of key ways executives and directors can improve the bank’s approach to benchmarking. A focused program can decrease workload, reduce information overload and yield strategic insight. Here are five ways banks can start.

1. Reconsider Your Peers
Most bank directors are familiar with the national asset-based peer groups featured in Federal Deposit Insurance Corp.’s Uniform Bank Performance Report, or UBPRs. These peer groups can serve an important purpose when it comes to macro-prudential purposes (such as regulatory monitoring for safety and soundness within the entire banking system). But for bankers trying to extract value from this data, we recommend looking beyond asset sizes toward more relevant factors such as geography, funding strategy and lending portfolio.

2. Look Toward Leaders, Not Averages
Being above average is not the same thing as being a leader. Rather than compare themselves against the mean or median, banks should be more focused on how they stack up to the best of their peers. If they want to set realistic goals for high performance, boards should first understand what excellence looks like across a relevant set of bank peers.

3. Use Multiple Peer Groups
It’s rare that a bank can be purely labeled as an agricultural or commercial or industrial lender, or something similar. By design, most community banks have a balanced and diversified portfolio of loans and services. The same can be said for funding sources, risk tolerances, investments and fiduciary activities, among others. Despite these complexities, many banks tend to benchmark themselves against a single, universal peer group. Executives may find it more productive and insightful to use multiple, targeted peer groups, depending on the context of the analysis.

4. Add Context to Trends
Trend charts are a powerful way to monitor for constant improvement — but they only tell half of the story. Many bankers will close out 2021 celebrating a much deserved “record year;” a smaller group of insightful executives will pause to consider their stellar results in the context of the entire sector’s stellar results. Nearly every bank has been excelling at growing the portfolio, capturing fee income and improving efficiency ratios. Prudent directors should ask for additional context.

5. Limit the Scope
Since Qaravan’s inception in 2014, we have helped hundreds of banks pull together board packs, dashboards, decks, report cards and all sorts of other financial reports. The biggest challenge our clients encounter in this process is the information overload they inflict on the report recipients. In a sincere attempt to arm directors with as much information as possible, bank management ends up sending the board an overwhelming amount of data. Pulling these “kitchen sink” reports together is not easy, and it takes bank staff away from more important things. Directors can help minimize the inefficiencies associated with these data calls by encouraging a more focused review of key performance benchmarks.

To learn more, visit https://www.qaravan.com/.