How Honesty and Engagement Define the Huntington Bancshares Board

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David Porteous, the lead director on $188.5 billion Huntington Bancshares’ board of directors, has a deep reservoir of experience in both corporate and public sector governance. He joined the Columbus, Ohio-based board in 2003, and became lead director in 2007, just as the bank was emerging from the financial crisis with some significant battle scars.

So, when Porteous talks about corporate governance and the challenges facing bank directors, it pays to listen closely.

In this edition of The Slant Podcast, Porteous talks about his board experience at Huntington, including his relationship with Chairman and CEO Stephen Steinour.

According to Porteous, a critical component of the bank’s governance culture is transparency and a broad level of engagement between the CEO, board and senior executive team.

“When Steve was hired…the commitment that Steve made to us and we made to him as a board was to ensure that [we] had an open, transparent, engaging relationship, Porteous says. “I talk to him at least every week, usually for an hour or more, and sometimes multiple times.”

Huntington has also made a big commitment to environmental, social and governance issues – known as ESG for short. Some conservative commentators speculated that Silicon Valley Bank’s commitment to ESG issues distracted the board and senior management team from more fundamental concerns and played a role in the bank’s failure earlier this year.

For his part, Porteous rejects the idea that focusing on ESG is a distraction. “I view [ESG] as table stakes if you want to call it that,” he says. “It makes organizations stronger. It’s not a distraction.”

This episode, and all past episodes of The Slant Podcast, are available on BankDirector.com, Spotify and Apple Music.

Shaking Up Board Deliberations

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After years of growth, the board at $3.6 billion Civista Bancshares needed to change. Membership no longer reflected the bank’s size, says board chairman Dennis Murray Jr., and its role was changing as it approved fewer and fewer loans. Three acquisitions over the past decade meant a more expansive footprint; simply including professionals who represented its various geographies no longer proved sufficient. “We had too many communities in which we were doing business,” he says. 

Fresh perspectives and new expertise were needed, particularly around risk, technology and human resources. “With size and regulatory supervision, and shareholder expectations, the [director’s] role has shifted,” says Murray. 

The board’s two most senior members were asked to retire. A mandatory retirement age was set, at 75.  As a result, four new directors have joined the 10-member board since 2019, according to the Sandusky, Ohio-based bank’s 2023 recent proxy statement. 

When executed well, turnover in the board’s membership can be healthy, providing new points of view while also retaining seasoned directors with institutional knowledge of the bank’s operations. “It’s not only good for strategy,” says Sydney Menefee, a partner at Crowe LLP, “it’s also [good] for risk identification, because that person’s experiences will inform how they look at a particular situation.” 

In Bank Director’s 2023 Governance Best Practices Survey, sponsored by Barack Ferrazzano’s financial institutions group, 80% of responding directors and CEOs report their board has added at least one new director since January 2020. Less than a third have added three or more.

However, board refreshment is often “easier said than done,” says Robert Fleetwood, a partner at Barack Ferrazzano, particularly for smaller, tightly-held banks where directors are family members or individuals who have close relationships with the bank’s owners. But all boards benefit from new points of view, no matter the size or ownership of the bank. “You want fresh ideas to make the bank as strong as it can be,” he says. 

But often, legacy directors prove reticent to resign, especially in challenging times, says Fleetwood. They worry their departure could signal trouble at the bank. And sometimes, directors just don’t want to leave. 

Like Civista, many boards set a mandatory retirement policy as a refreshment mechanism, but the tool has drawbacks. Engagement doesn’t have an age limit, and many older directors remain contributing, active professionals who add value to discussions. 

Fleetwood adds that a retirement age sets the expectation that a director will serve until they hit the limit — even if they’re no longer the member that the board needs. Instead, he recommends that boards set clear expectations that every board member contributes. The survey finds the vast majority set expectations for individual directors around attendance (96%), respectful interaction with other board members (80%), participating in training and education (80%), contributing to committee-level discussions (77%) and preparation for meetings (71%). 

Civista’s directors serve one-year terms, and the board conducts an annual peer assessment, says Murray, which can be used to inform conversations with individual directors about their performance. Murray, with the board’s nominating/governance committee chair, meets annually with all individual board members. Generally, it’s a discussion about what’s working at the bank, and what isn’t. But the discussion also opens up an opportunity to talk about a director’s contribution in the boardroom — and whether it’s time to step down. 

Eighteen percent of survey participants report that their board conducts an annual peer-to-peer evaluation; another 10% use the exercise less frequently.   

Fleetwood recommends that those conversations occur before the nomination process. “Everyone nominated gets elected,” he says. “Removing a director for performance is virtually impossible, and that’s public.” 

Convincing board members to leave can be difficult, but it can be just as tough to find new suitable candidates for board service. It’s a process that can take years, says Fleetwood. In the survey, more than half of responding directors and CEOs say their board cultivates an active pool of candidates for board membership.

Murray says the Civista board develops a list of prospective director candidates based on input from bank leaders — particularly lenders in the community — and directors. It’s an ongoing process, with names coming on and off the list. 

Civista also developed a handbook that sets expectations for new and prospective board members. “We’ve shared it with people thinking about joining the board,” Murray says. When new directors join, a year-long onboarding process helps directors ease into their position.

“You should always [have] feelers out to see who the next person can be and what’s needed, and get their interest,” says Fleetwood.

Menefee will participate in a panel discussion focused on governance at Bank Director’s upcoming Bank Board Training Forum, September 11-12, 2023, in Nashville, Tennessee.

Is Your Backup Ready? CEO and the Backup Quarterback

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The 2023 NFL postseason gave us a clear example of what it looks like when a team doesn’t have a backup. Dallas Cowboys continued to use kicker Brett Maher in games, even though he missed not one or two extra points, but a total of four extra points in the Cowboys’ wild card game against the Tampa Bay Buccaneers.

If your financial institution doesn’t have a strong CEO succession plan, it could wind up feeling like the Dallas Cowboys with no options to move forward. There are many parallels between a backup quarterback who is ready and a strong CEO successor.

Recruit Next-Generation Talent
Championship teams recruit talented players for each position. In addition, they recruit the next generation of players. The quarterback knows that there is someone ready to take over his position when he graduates or becomes unexpectedly injured. The backup trains his skills with the expectation that he will one day surpass the current quarterback.

Create Opportunities to Practice Leadership
Backup players are trained, mentored and given the opportunity to practice their skills and leadership. When a team with a talented depth chart fails to designate the backup quarterback, the team is not ready to follow when one of the backups steps in. Talent is not enough. Practice is not enough. The team needs to be ready to follow the next leader. Teams can absolutely have more than one candidate for the backup position, but at some point before the season, they need to make a decision on the depth chart.

Work Together for the Greatness of the Team
The relationship between the quarterback and the backup is strong. They work together for the success of the team. Backup preparation, coupled with clear communication, prepares the entire team for the next generation of leadership — whether that time comes in three years or in an instant.

Three Steps to Cultivate Backup Readiness
1. Timeline.
The backup needs to be ready now, while having the confidence to wait for graduation or retirement. When a team extends a transition timeline in college football, we see players jumping in the transfer portal and playing for a competitor. The same is often true in CEO succession planning. Holding to your timeline helps retain your backup.

2. Position Profile.
Look at your organization chart for your institution today and understand what is needed for each position in the next five years. Create a position profile that combines a job description with what the business will look like at the point of succession. Make sure your bank’s backup options have, or are building, the skills and experiences they will need to align with where the business will be at the point of succession.

3. Assess Your Talent
Much like a wide receiver can move to play safety, your institution needs to find strong talent to fill key position to lead into the future. Use a comprehensive assessment that profiles leadership potential and identifies development opportunities that allows for your “best athletes” to move into a range of roles.

When your bank needs a succession plan or depth chart, follow the example of championship football teams. Understand the timeline, then match the skills of your players with the demands of your organizational chart. A third party can be useful in helping to assess and plan for the future team.

Boardroom Battle

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The following feature appeared in the second quarter 2023 edition of Bank Director magazine. It and other stories are available to magazine subscribers and members of Bank Director’s Bank Services Membership Program. Learn more about subscribing here.

Few banks can tout a success story as enviable as Cherry Hill, New Jersey-based Commerce Bancorp.

Anyone who invested in Commerce back in 1973, when Vernon Hill II founded the bank, saw their investment grow 470 times by 2007, when the bank sold to TD Bank Financial Group, he says. “The 34-year annual return to our shareholders was 23% a year. … If you look at the growth numbers of Commerce, there was nobody even close to it.” The bank went from a single location with just nine employees to almost $50 billion in assets, more than 12,000 employees and 470 branches — or stores, as Hill calls them.

It accomplished this by focusing on growth, at a rate of $18 million in deposits annually, according to Hill. A “Philadelphia” magazine article from 2006, titled “Vernon the Barbarian,” described Hill rallying his troops — the thousands of bank employees attending the company’s “Wow” awards, which gave out honors such as “Best Teller.” With employees cheering him on, he told the crowd, “Most of you know that each year, we go and save another part of America that’s not served by Commerce.” A Lehman Brothers analyst covering the bank at the time likened its expansion to “the Mongolian horde coming across the plains, threatening the Roman Empire.”

Commerce won so many customer accounts because it focused on taking a retail approach to banking, offering a high level of service. Billed as “America’s Most Convenient Bank,” Commerce branches were open seven days a week. They welcomed dogs in branches and gave out dog biscuits. And Hill isn’t a cost-cutter — he likes his branches to be well designed, in the best locations and stocked with free pens that advertise the bank. Hill boasts that Commerce gave away 28 million pens a month to anyone who came in the branch.

But the years since have been fraught with trouble. Described as the “greatest retail banker of our lifetime,” Hill has been embroiled in lawsuits, a boardroom battle, regulatory actions and activist campaigns. Hill hasn’t been able to create the same magic since, and shareholders have suffered.

In 2007, Hill lost his job at Commerce under pressure from the Office of the Comptroller of the Currency, according to a Securities and Exchange Commission filing. Hill had used a real estate firm he owned with family members to scout locations for Commerce branches; his wife’s design firm, InterArch, was contracted for the company’s design and branding. The OCC placed restrictions on related-party transactions that would have prolonged the branch application process.

Months later, TD announced that it would acquire Commerce in an $8.5 billion transaction. The deal was an important step in the Canadian bank’s own growth in the U.S., doubling its U.S. footprint. TD kept the “America’s Most Convenient Bank” slogan, which it uses to this day.

As an investor with more than 6 million Commerce shares, Hill had done well for himself. But after more than three decades running a bank, he suddenly had nothing to do. “I couldn’t work for somebody else,” he tells me. So in 2008, Hill invested in sleepy little Republic First Bancorp, a small competitor to Commerce that at the time had less than $1 billion in assets and a handful of branches primarily centered around its headquarters in Philadelphia. He began acting as an advisor to the bank’s leaders, including then-CEO and founder Harry Madonna. Then two years later, in 2010, he crossed the pond to found Metro Bank in the U.K., leveraging the same model that made Commerce a success.

At Metro Bank, the stock saw steady growth from its 2016 IPO before going into a free fall in the latter half of 2018; it hasn’t recovered. Republic’s stock has also been beleaguered. Back in the Commerce days, Hill’s customer-friendly, growth-focused approach was revolutionary. His friend, longtime bank investor Tom Brown, is the one who describes him as the “greatest retail banker of our lifetime.” But even he admits Hill can have a difficult personality.

David Slackman, a former Commerce executive, believes Hill is often misunderstood. “Vernon is extremely confident in the model and extremely confident in his ability to be successful with it, and can therefore sometimes come across as seeming inflexible,” he says. He describes Hill as an exact but supportive and loyal boss who ended conversations with his top officers by saying, “Don’t do anything stupid.” That was a warning not to stray away from the Commerce model, Slackman recalls.

“My personality is strong,” Hill says. Commerce was frequently compared to Apple back in the day, which was run by another passionate business leader, Steve Jobs. It’s clear — from talking to Hill, reading his books and digging into his banks — that he’s committed to his approach to banking.

But relationships devolved at Republic over the years. Madonna says Hill — who eventually became CEO before resigning 18 months later — held his bank hostage due to a perfect split in the boardroom: three directors backing Hill, and four backing Madonna. Madonna says Hill operated without effective board oversight due to the division in the boardroom.

But in a lawsuit filed against Republic and Madonna’s faction of directors, Hill and former director Barry Spevak contend that it was Madonna’s group that had the board deadlocked, with Hill’s directors “intentionally and systematically prevented” from participating in board deliberations.

Back before that became an issue, in 2008, Republic needed capital, and it needed a new direction. Like many banks in the financial crisis, Republic had experienced losses in its loan portfolio, says Frank Schiraldi, a managing director and senior research analyst at Piper Sandler & Co. “Vernon came along as really a savior,” he explains. Hill says he invested $6 million. “With [Hill] now being a large owner, he had the opportunity to push his old Commerce strategy as sort of a reboot. And initially, it was very well received.” Madonna describes Republic in those days as a “garden-variety community bank.” He says Hill persuaded him to turn Republic into a “deposit-driven organization” with an expanded branch footprint. Hill’s ownership gained him the right to designate a board member, Theodore Flocco Jr. — a former senior audit partner at Ernst & Young who had advised Commerce, and someone Hill considered a friend.

“When I invested in Republic, they were a broken bank, troubled. They needed capital, they needed [our] model, they needed people,” says Hill. “I came in and invested on the terms that I would install — with their approval — what we call ‘The Power of Red.’” Hill’s branding campaign eventually included a big red ‘R’ for Republic; Commerce had a similar big red ‘C.’

“It was an opportunity for me to invest and use the Commerce model to expand Republic and serve the same markets we had served at Commerce,” he says. But, “it’s harder to convert something than it is to build it from scratch.”

Meanwhile, Madonna was still running Republic while Hill was in London recreating the old Commerce model from the ground up at Metro Bank. And he was doing that with Shirley Hill, his wife and “branding queen” who owned the firm InterArch, responsible for branding, marketing and design at Hill’s banks — Commerce, Republic and Metro.

Hill describes his wife’s involvement as a whole package adding value, similar to the way Apple designs its products and experience. “She does architecture, construction, marketing and branding. And the value of that is not one branch. It’s all united together,” explains Hill. Metro paid InterArch over £20 million over the five-year period preceding the Hills’ departure in 2019, according to the bank’s annual reports.

“Everybody knows we have to get third-party reviews on the pricing,” Hill says of the InterArch relationship, something that occurred at both banks.

Hill stresses that InterArch was worth every penny and just as important to his banking model as his dog, Sir Duffield II, or Duffy — a Yorkshire terrier who has featured heavily in promotions for Republic and Metro. “My dog’s more well known than me,” Hill jokes. At Metro, Duffy joined the Hills in welcoming customers — and their dogs — at the bank’s grand openings. A Duffy float made its way through London parades. The Yorkie even had a column in the bank’s newsletter, and a Twitter account featuring him visiting bank branches and dining with Ann Coulter. “Everybody knows Duffy; he goes everywhere,” says Hill. The dog-friendly branches also appealed to customers, he says. “The customers take that to mean, ‘If you love my dog, you must love me.’”

It was the original Sir Duffield, visiting a competing bank’s branch with Shirley Hill in 2001, who inspired Vernon Hill’s dog-friendly approach. She was stopped at the front door and told that her pup wasn’t allowed. Hill decided being open to dogs was another way to disrupt banking and set his banks apart.

Despite the known issues around related-party transactions, Republic offered Hill the chair role in 2016, ramping up his involvement with the bank. “We were very aware of his relationship,” says Madonna. “Consultants were brought in to look at the contracts, to make sure they were fair market value, and that things were done in accordance with laws and regulations, and that they were in the best interest of the bank.” InterArch billed Republic $2.2 million for marketing, design and similar services from 2019 through 2021, according to an SEC filing.

Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware, sees a huge conflict for any public company doing business with a spouse or family member of a CEO or director — even if all parties appear satisfied with the arrangement. “You’re going to face all kinds of accusations of unfair dealing,” he says. “I can’t imagine a board being counseled that it was OK to do that. That’s strange.”

But while Hill was chairman, he was still spending most of his time in Europe building Metro Bank, according to Madonna. That changed in 2019, with Hill’s resignation from the U.K. bank after Metro disclosed that it had misclassified commercial loans, leading to a £900 million increase in risk-weighted assets. Put simply, Metro classified those loans as less risky than regulators thought they were; riskier loans require more capital.

Metro Bank shares dropped precipitously when the bank disclosed the issues in January and continued to fall through the year. The stock peaked at more than £40 in March 2018; it was valued at less than £1.50 as of Feb. 28, 2023, on the heels of Brexit and the Covid-19 pandemic. Shareholders began calling for Hill’s resignation; he stepped down as Metro’s chairman in October 2019, and resigned from the board by the end of the year — along with Metro CEO Craig Donaldson, who’d run the bank by Hill’s side since its founding in 2010. “It was a misinterpretation of the rules,” Donaldson told Bloomberg at the time, calling it an “isolated incident” that the bank was seeking to rectify.

Issues with the bank’s regulators took years to resolve, and included a £5.4 million penalty to the Prudential Regulation Authority and a £10 million fine to the Financial Conduct Authority.

“What happened in London really didn’t involve me,” Hill says. “Their capital system [in the U.K.] is way different than ours; there was nothing about our model.”

Following his departure from Metro, Hill became increasingly involved in day-to-day operations and decision-making at Republic. “He really was trying even harder to prove that what he was doing [at] Metro Bank was right and not wrong, and he doubled down on pushing for more and more deposits that we couldn’t put to use,” Madonna says. “That’s when it turned hostile.”

The Paycheck Protection Program — in many ways a boon to community banks in 2020 — revealed divides in the Republic boardroom. Madonna says he and some of the other directors wanted to use the influx in deposits from PPP loan customers to return expensive government funding, reducing the bank’s costs and improving its loan-to-deposit ratio. “Instead, [Hill] went out and purchased a lot of long-term, mortgage-backed securities” at low interest rates, Madonna says. Loans were already a low percentage of the bank’s assets compared to peer institutions, due to Hill’s preference to leverage securities.

Much like institutions with long-term, low rate bonds and securities on the books, Republic First was negatively affected when the Federal Reserve began its series of inflation-fighting interest rate increases in early 2022. Republic’s accumulated other comprehensive income, influenced by bond prices, amounted to a negative $148 million as of Dec. 31, 2022, according to S&P Global Market Intelligence; securities accounted for 43% of the bank’s assets.

“When you have a lot of low-cost deposits, you look at ways to invest it. Sometimes you make loans; sometimes you buy bonds,” says Hill. The bank couldn’t safely grow loans as fast as it could grow deposits; he favored government mortgage-backed securities as an alternative to loan generation. “When you have excess funding, what do you do with it? In the current environment, buying government mortgage-backed securities is the best way,” Hill says.

The AOCI effects plaguing many banks are more pronounced at Republic due to its model, says Schiraldi.
Beyond the bank’s securities portfolio, Hill wanted to build expensive, $7 million branches, according to Madonna — significantly more expensive than the average branch cost of $1.8 million, per a 2019 survey by the consulting firm Bancography.

But Hill has a different view. “The retailers that win in life are the ones that have the highest sales per store,” Hill says, adding that deposits per branch at Republic were “extremely high.” Deposits were growing, he adds, by around $30 million a year per branch. In its 2021 annual report, Republic reported deposit growth over the prior three years at an average 30% annually.

But profitability metrics had been abysmally low for years and didn’t appear to be improving. In Bank Director’s annual performance rankings dating back to 2015 — the year before Hill became chairman — Republic has appeared toward the bottom of its peer group year after year.

Up until 2020, Madonna says the board was collegial. But some directors, including Madonna, were beginning to believe that Hill’s strategy wasn’t working. “It was our fiduciary obligation to periodically look at what the strategic alternatives were for the bank,” Madonna says. Hill alleges that the group wanted to sell the bank, something he vehemently opposed. Madonna says while this option wasn’t off the table, they weren’t seeking a buyer. But Madonna’s group of board members was growing skeptical of what he calls “extremely optimistic” forecasts put forth by Hill. “It was just growth, growth, growth,” says Madonna. “He had three directors that no matter what he said, they put their hands up and said, ‘Yes.’”

“The board meetings became poisonous,” he adds. Madonna describes deliberations as “personal and hostile.”

Directors felt they couldn’t ask questions, he says, claiming that Hill would leave the meeting or refuse to answer. “[H]e wasn’t a person who knew how to discuss things in a reasonable manner. He had his model, and everything had to fit his model.” Directors received the agenda the day before meetings, Madonna alleges.

Hill sees things differently, telling me that directors were prepared and involved. “We were active in moving our business plan along; we had multi-year plans,” he says. Directors may have debated and even disagreed on matters, but Hill characterizes meetings as “generally OK.”

But Madonna says that by February 2021, he had had enough — so, he stepped down as CEO and handed the reins to Hill.

Why make Hill CEO? Madonna says he was fed up with management receiving two sets of instructions, one from Hill and the other from Madonna. “You can’t run a bank that way,” says Madonna. “I said, ‘Hey, you want to run it, you run it.’” Madonna remained president and chairman emeritus of the holding company board.

Investors had noted Republic’s woes. Driver Management Co. — no stranger to running activist campaigns at community banks — had started purchasing the stock in October 2021. “We focus on banks where there is value that needs to be unlocked,” says Abbott Cooper, Driver’s founder and managing member.

Through 2022, the bank’s total shareholder return from 2016 — when Hill was elected chair — was down 50.3%, according to Schiraldi. Driver was soon joined by another investor group intent on pushing Hill out, led by George Norcross III, Gregory Braca and Philip Norcross. Both George Norcross and Braca worked under Hill back in the Commerce days. George led the bank’s insurance brokerage and served on the company’s board. Braca stayed with TD following the acquisition, eventually becoming CEO of TD’s U.S. operations.

Braca and the Norcross brothers — both influential in New Jersey politics — saw a struggling bank in a familiar footprint: Pennsylvania, New Jersey and New York. “With the right leadership, the right oversight and governance, the right strategy, this could be a winning organization,” says Braca. Like Driver, the Norcross brothers and Braca wanted Hill out — but they wanted Braca in as CEO.

As the Norcrosses and Braca escalated their campaign, the division in the boardroom became public. Madonna — with fellow board members Andrew Cohen, Lisa Jacobs and Harris Wildstein — issued a press release in March 2022, stating their concerns about “potential harmful actions” by the other half of the board. They asked that several proposals be tabled until after the 2022 annual shareholder meeting, including agreements around services provided by Shirley Hill’s firm, InterArch; the opening and renovation of new branches; and augmented severance payments connected to Hill’s service on the board and as CEO.

In the defamation lawsuit filed against Republic and Madonna’s faction, Hill and Spevak called the accusations levied by that group “knowingly false and defamatory,” noting that the board had approved the contract for InterArch year after year and that the opening of two new branches had been authorized years earlier.

As Elson points out, it’s hard for a board to get anything done when it’s split evenly between two factions.

Republic’s annual meeting, last held in April 2021, had been postponed. But the stalemate broke on May 11, 2022, with the death of Flocco, the board member and Hill’s longtime friend. Just two days later, the Madonna majority appointed him as interim chairman; Hill remained CEO and a member of the board. The battle wasn’t over — litigation followed, with the directors suing each other — but Flocco’s death spelled the beginning of the end for Vernon Hill’s tenure at Republic. Legal issues that stalled Madonna’s re-appointment as chairman were resolved in late June, favoring the Madonna faction. Hill stepped down as CEO, and the directors who had voted with Hill left the board.

Tom Geisel, the former CEO of Sun Bancorp and executive at Webster Financial Corp., was named CEO by the end of the year. Madonna says the company now aims to slow the growth, restructure the balance sheet and rein in costs.

But things remain unsettled at Republic. Driver resolved its activist campaign with the appointment of former Texas Capital Bancshares executive Peter Bartholow to the now seven-member Republic board. Late in 2022, Hill sued Republic over the continued use of the branding elements developed by InterArch for the bank, some of which featured Hill and Duffy. Madonna tells me Republic has moved away from Hill’s marketing style — though the big red ‘R’ remains.

And the Norcrosses and Braca still want a seat at the table. As of Feb. 27, 2023, the group proposed purchasing $100 million in stock, with board seats commensurate with its stake in the bank. But they’re willing to wait and see how Geisel performs as CEO. “You can’t just blame Vernon … at least he had a growth strategy,” says Braca. “Before [Hill], this was a sleepy little bank that had basically no growth.” He blames the legacy board, and questions whether Geisel will be empowered to effectively raise capital and turn the bank around, citing the lingering issues with Republic’s bond portfolio. “It’s a troubled situation, and it’s exactly why another bank can’t buy this place, because of the mark-to-market issues on that bond portfolio,” he says. “This was a board that oversaw a strategy that said, ‘We’re going to increase our costs and expenses, [and] raise deposits at a premium to what everyone else was paying at the time, which was nearly nothing.’ This was a board that oversaw all this.”

The bank still hasn’t held an annual meeting when this issue went to press, and it’s playing catch-up on its quarterly filings. Nasdaq has threatened to delist the stock as a result. On March 10, Republic announced a $125 million investment from a group that includes Castle Creek Capital; the asset manager will have the right to appoint a director.

And the board division has taken its toll on investors. Those include Hill, who owned almost 10% of the stock in March, and Madonna, but they also include smaller owners who truly believed in Hill’s vision. In the bank’s first quarter 2021 earnings call, a shareholder recalled a personal connection with Commerce. “Vernon, from the beginning, my mother used to work for you … I’ve been in the bank a long time. I’ve lost a lot of money.”

An Unlikely Journey Through Digital Transformation

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There are probably few bankers in the country who understand the challenges of digital transformation better than Mike Butler. It’s a journey that Butler has been on for the last several years. It has been unlikely journey as well, because Butler started out his career as a traditional banker and later became president for national consumer finance at Cleveland, KeyCorp.

Butler’s transformation started at First Trade Union Bancorp, a federally chartered thrift in Boston that was once owned by two pension funds. He joined the bank as CEO in 2008 but wasn’t able to start executing on a digital-first strategy until 2014. Over the next several years, Butler oversaw the radical transformation of that thrift into a tech-forward consumer bank. Renamed Radius Bancorp, it sold to LendingClub Corp. in 2020.

Even when he was at KeyCorp, Butler saw digital as the future of banking and he wanted to put that into practice. “I’d rather be where the future is than the past, and I’d rather take a chance on trying to build the organization for what I thought the future was going to be like,” he told Bank Director in a 2016 interview.

Butler is now on his second transformational journey, this time as CEO of Grasshopper Bancorp, a digital bank based in New York that focuses on small businesses and the innovation economy. Like consumer, Butler believes the small business market is ripe for disruption by tech-forward banks.

In this edition of The Slant podcast, Butler shares his experiences at Radius and Grasshopper, talks about what he has learned including the importance of culture, people and passion, and offers advice to other bankers who have embarked on the same journey towards innovation.

This episode, and all past episodes of The Slant Podcast, are available on BankDirector.com, Spotify and Apple Music.

Why Attracting and Retaining Talent is No Longer Good Enough

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Every year, Cornerstone Advisors conducts a survey of community-based financial institution CEOs that asks what their top concerns are. The 2022 survey produced the biggest one-year change we have ever seen. A full 63% of executives identified the ability to attract qualified talent as a key concern, up from just 19% the year before.

No doubt this focus on talent is at least partially the result of the sheer number of new topics requiring industry expertise. Think digital currencies. Embedded finance. BaaS. Buy now pay later. Gen 3 core systems. Artificial intelligence and machine learning. How many of those topics would have been on any FI’s training curriculum two years ago? Yet boards now ask about every one of those topics in terms of the financial institution’s strategy.

However, attracting qualified talent won’t be enough. Every financial institution has knowledge and expertise that can only be developed internally, simply because the knowledge build is so unique to the industry, including:

  • Processes unique to a line of business: There is no school or degree for bank processes, front or back office. And they vary by financial institution.
  • Regulations: The practical application of regulations to specific situations at the institution requires deep “inside” knowledge.
  • Vendors and systems: The vendor stack and roadmaps, and the institution’s databases, make its knowledge requirements unique.

In short, there is no university diploma that can be obtained for many areas of the bank – and, in my opinion, the further you get into the back office, the truer this is.

At Cornerstone Advisors, we’re observing that banks need to focus on “build or buy” of key skills and knowledge for the next generation of leaders and managers. Some thoughts about what we see working:

1. Have a clear list of jobs, skills, and knowledge that will need to be developed versus hired. Everybody will have a different list, of course, but four areas where we consistently see the biggest “build” need are:

    • Payments: While there are certainly people that can come to a bank or credit union with a great deal of understanding about payments, there is the entire back-office component – disputes, fraud, reconciliation, vendor configuration options, et al. – that can be learned only on the job.
    • Commercial credit: An institution’s required credit expertise will depend on its business and niches. For example, knowledge of national environmental lending will be unique from that of import/export letter of credit. Unfortunately, peers and competitors don’t have a deep bench to abscond with.
    • Digital marketing: This is simply too new an area for there to be loads of potential applicants with loads of expertise and experience. Even if execs can find candidates with broad digital marketing experience (they’re out there), they will need to understand the nuances of banking and what will constitute meaningful marketing opportunities in particular client segments.
    • Data analytics: There are a growing number of available people with very strong data skills, but even if hired they will need to come to grips with the complexity of the institution’s data structure.

2. Don’t ignore the importance of the apprenticeship model when building talent. Most leaders at FIs can point to on-the-job training they received early in their careers that has been the basis of their success. The apprenticeship model has worked for centuries and still works well at the modern bank.

3. Balance the in-person need for apprenticeship training with the new realities of remote work demands. In a recent Accenture study, over 60% of employees surveyed felt their productivity had increased due to working at home, and only 13% felt it hadn’t. Whether it is a new hire or re-skilling of an existing employee, the message of “five days in the office” won’t sell. Getting the right amount of face time for development while giving the new generation of stars an appealing work-life balance will be a key challenge for HR groups.

A clear, disciplined, focused plan for development of the next generation of talent is more crucial than ever. There are times when buying talent from elsewhere just won’t be an option due to cost, availability, or the risk of retaining those same people. The good news? Some of the best opportunities might be right in front of you in your existing workforce.

Lessons Learned from HBO’s “Succession”

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My wife and I recently completed watching all three seasons of HBO’s “Succession.” It’s a wild ride on many levels, full of deceitful and dysfunctional family dynamics, corporate political backstabbing, and plain old evil greed. Despite this over-the-top intertwined family and business drama, there are quite a few relevant lessons worthy of attention from bank leaders and board members. Three in particular stand out to me.

First: Succession planning is always vital, and never more so in an organization (public or private) with any element of familial involvement. As is well known, all boards of directors should be paying close attention to succession for the CEO role and other key leadership positions. In the HBO show, there is no clear line of succession, and the company’s 80-year-old patriarch (who experiences major health issues early in season 1) has not only failed to plan for his eventual departure but has all four children thinking they can and should take over the “family” business. Only one of the four is even close to qualified, and he becomes compromised by external events. Meanwhile, daddy plays each sibling against each other. It is a mess which devolves into chaos at various times, seriously impacting both the fortunes and future independence of the business.

Second: Where is the board of directors? In this instance, the company, Waystar Royco, is a publicly traded global media and entertainment conglomerate, but the board is not governing at all. The single most important responsibility of any board of directors is the decision of “who leads”. This goes beyond the obvious CEO succession process, ideally in a planned, orderly leadership transition or worst case, a possible emergency situation. It more broadly relates to an ongoing evaluation of the CEO and his or her competency relative to the skills, experiences, leadership capabilities, temperament and market dynamics. Too many boards allow CEOs to determine when their time is up, rather than jointly crafting a plan for a “bloodless transition of power,” that encourages (or even forces) a constructive change of leadership. In “Succession,” the board is comprised of cronies of the patriarch — and his disengaged brother — who are both beholden to and intimidated by their successful and highly autocratic CEO.

Lastly, in any company with a sizable element of family ownership, the separation of economic ownership and executive leadership is vital. While at times the progeny of a successful founder and leader prove extremely capable (see Comcast’s Brian Roberts), this is often the exception rather than the rule. Therefore, the board and/or owners ideally will address this dynamic head-on, accepting that professional management is indeed the best way to enhance economic value for shareholders and family members while encouraging the offspring and descendants to keep their hands off and cash the checks. Many privately held banks grapple with this same dynamic.

Such decisions, of course, are fraught with peril for those involved, which “Succession” endlessly highlights. Creating the proper governance structure and succession plans is rarely easy, especially when personal and financial impacts weigh heavily on the individuals involved. Still, with the board’s prime directive of leadership selection top of mind, and a commitment to candor and transparency, the outcome will likely be much better than simply ignoring the elephant in the room.

When season four of HBO’s “Succession” rolls around, it will surely provide more examples of how not to govern properly.

Do Independent Chairs Reduce CEO Pay?

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In an advisory vote earlier this year, shareholders roundly rejected JPMorgan Chase & Co.’s executive compensation package, particularly a whopping  $52.6 million stock option award for CEO and Chair Jamie Dimon. But at the same time, shareholders voted against a proposal to split those roles.

The proxy advisory firms Glass Lewis and Institutional Shareholder Services favor separating the CEO and chair roles. “Executives should report to the board regarding their performance in achieving goals set by the board,” Glass Lewis explains in its 2022 voting guidelines. “This is needlessly complicated when a CEO chairs the board, since a CEO/chair presumably will have a significant influence over the board.”

An analysis of Bank Director’s Compensation Survey data, examining fiscal year 2019 through 2021, finds that CEOs earn less when their board has an independent chair. Most recently, the 2022 Compensation Survey, sponsored by Newcleus Compensation Advisors, found that banks with separate CEO and chair roles reported median total CEO compensation of $563,000, compared to $835,385 where the role was combined. 

The results are striking, but they should be taken with a grain of salt. The information collected from the survey, which is anonymous, doesn’t include factors like bank performance. Respondents skewed toward banks with an independent chair. And data alone can’t sufficiently describe what actually occurs in corporate boardrooms.

“I can’t really say which model works better. Look at Jamie Dimon; that’s worked really well for the shareholders of JPMorgan Chase, whereas I think there have been three or four initiatives to try to split that role,” says Jim McAlpin Jr., a partner at the law firm Bryan Cave Leighton Paisner. McAlpin also serves on the board of Bank Director’s parent company, DirectorCorps. “It was voted down every time by the shareholders.”

CEOs typically negotiate when and whether they’ll eventually be named chair when they join a bank, says McAlpin. “If you have a very impactful, strong CEO who wants to be chair — most boards will not deny him or her that position, because they want [that person] running the bank.” It’s a small price to pay, he adds, for someone who has such a dramatic influence on the bank’s performance. “There is nothing more important to the bank than a CEO who has a clear vision, who can show leadership, form a good team and can execute well,” says McAlpin. 

But it’s important to remember that boards represent the interests of the shareholders. “The most important thing a board has to do is hire and retain a quality CEO. Part of retaining is getting the compensation right,” says McAlpin. “It’s important for the board to control that process.” 

McAlpin favors appointing a lead director when the CEO also has the chair position, to provide input on the agenda and contribute to the compensation process. 

Truist Financial Corp., in response to shareholder pressure around chair independence in 2020, “strengthened” its lead independent director position, according to its 2022 proxy statement. Former Piedmont Natural Gas Co. CEO Thomas Skains has served as lead independent director of the Charlotte, North Carolina-based bank since March 2022. Skains has the authority to convene and set the agenda for executive sessions and other meetings where the chair isn’t present; provide input on the agenda, and approve board materials and schedules; and serve as a liaison between the independent directors and CEO and Chair William Rogers Jr. 

But one individual can’t single-handedly strengthen the board, says Todd Leone, a partner and global head of executive compensation at McLagan. The compensation committee is responsible for the company’s pay programs, including executive compensation, peer benchmarking, reviewing and approving executive compensation levels, recommending director compensation, evaluating the CEO’s performance and determining the CEO’s compensation. With that in mind, Leone says the strength of the compensation committee — and the strength of its committee chair — will influence the independence of these decisions.

Leone also believes that increased diversity in the boardroom over the years has had a positive effect on these deliberations. “A diverse board, in my experience, they’re asking more questions,” he says. “And through that process of asking those questions, various things get unearthed, and the end result generally is stronger pay programs.”

Twelve years of Say-on-Pay — where public company shareholders offer an advisory vote on the top executives’ compensation — has also benefited those decisions, he says. Today, most long-term incentive plans are based on a selection of metrics, such as return on assets, income growth, asset quality and return on equity, according to Bank Director’s 2022 Compensation Survey. And in August, the U.S. Securities and Exchange Commission passed a pay versus performance disclosure rule that goes into effect for public companies in the fiscal year following Dec. 16, 2022.

“There’s a much higher bar for getting these plans approved,” says Leone, “because the compensation committees feel much more responsibility for their role in that process.”

In McAlpin’s experience, the best CEOs have confidence in their own performance and trust the process that occurs in the boardroom. “If they don’t like the results, they’ll give feedback, but they let the process unfold,” he says. “They don’t try to overtly influence the process.”

Heading into 2023, Leone notes the whipsaw effects that have occurred over the past few years, due to the pandemic, strong profitability in the banking sector and looming economic uncertainty. These events have had abnormal effects on compensation data and the lens through which boards may view performance. “We’re in a very volatile time, and we have been on pay since the pandemic,” says Leone. “Boards, [compensation] committees and executive management have to be aware of that.” 

Back to the Office

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Although studies have shown most workers like hybrid or remote work opportunities, CEOs rarely like the concept.

A recent KPMG survey across industries this summer found that 65% of CEOs see in-person work as optimal over the next three years. It was even higher for bank CEOs: 69% of them envision their operations fully in-person during that time frame. Only 24% of bank CEOs envision a hybrid work environment, with both in-person and at-home work, during the next three years.

One of those who dislikes the idea of hybrid work is Fifth Third Bancorp CEO Tim Spence. But Spence has an interesting take on why hybrid or remote work doesn’t work well for banking. While many bank CEOs talk about the importance of in-person work to foster a certain culture, Spence sees another reason, too. While tech companies may embrace the concept of a diverse workforce throughout the world plugging in via videoconferences and online chat, banks have long been deeply rooted in their communities where they do business.

The questions every bank faces are now: Will workers feel as motivated to volunteer and make financial donations when they’re not working in local communities where the bank operates? What happens to a corporation’s philanthropic endeavors when its workforce is diffused through the country?

I met up with Spence in late October at the company’s headquarters in Cincinnati. “My biggest fear about the movement in some quarters of the economy toward remote work is that it’s severing the link between headquarters employers and their responsibilities to the communities where their employees live,” he says.

Like many banks, Fifth Third’s financial success is tied up in the success of its communities. The $206 billion bank traces its roots to Cincinnati back more than 160 years; today, it is a major philanthropic entity in the Queen City and its employees contribute sizable volunteer hours. For Spence, being in a community means physical presence and the ability to be out with clients.

“There’s not another regional bank with a more significant share of its balance sheet attached to manufacturing and transportation and logistics companies than Fifth Third,” he says. “Those folks had to [work in-person during the early days of the pandemic] and we needed to be there with them.”

That doesn’t mean no one works from home at Fifth Third. Spence says about 15% to 20% of positions are eligible for remote work. The rest of the employee base works with their managers if they need an alternative work arrangement, for example, to accommodate caregiving responsibilities. But there’s no across-the-board hybrid work that’s available to all employees.

These issues have been on my mind lately as I head to Bank Director’s Bank Compensation & Talent Conference Nov. 7 to Nov. 9 in Dallas. Compensation consultants, executive recruiters and human resources officers at banks will talk about designing compensation programs, attracting and retaining staff and the ever-shifting regulatory environment. Stay tuned for more on those topics in the days ahead.

Becoming a CEO

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The chief executive officer is usually the single most important person in any organization, but it’s a job that most individuals grow into over time. The transition is often filled with challenges and difficult learning experiences.

Such was the case for Ira Robbins, the chairman and CEO at Valley National Bancorp, a $54 billion regional bank headquartered in Wayne, New Jersey. The 48-year-old Robbins was just 43 when he succeeded long-time CEO Gerald Lipkin in 2018. Lipkin, on the other hand, was closing in on his 77th birthday when he passed the baton to Robbins after running the bank for 42 years.

Robbins is deeply respectful of Lipkin but shares that one immediate challenge he faced was changing a culture that hadn’t kept pace with the bank’s growth over the years. He said Valley National was a $20 billion bank that operated as if it was still a $5 billion bank. Changing that culture was not easy, and he had to make some very difficult personnel decisions along the way.

Robbins is thoughtful, introspective and candid about his growth into the CEO role at Valley National. His reflections should be of great interest to any banker who hopes to someday become a CEO.

This episode, and all past episodes of The Slant Podcast, are available on Bank Director, Spotify and Apple Music.