Compensation Considerations in a Merger of Equals

2021 has been a very active M&A year for regional banks, with some organizations combining through a merger of equals.

As the term suggests, a merger of equals is when two banks of comparable size merge to form a larger new company. There is a lot to consider in these situations to ensure the combination effectively unlocks value for stakeholders. Developing the human capital strategy and compensation program at the pro forma bank is a key factor for the management teams and boards of directors to consider. It is critical they get this right in order to retain and engage critical talent through the key milestones in the merger and beyond. In this guide, we identify some of the key compensation-related items that must be addressed in a merger of equals.

Leadership Structure and Executive Team
In a typical acquisition, the executive team of the acquirer often stays in place and the executive team of the target may take on newly created executive roles or leadership roles in a subsidiary business. In a merger of equals, the combined executive team is typically comprised of executives from both legacy organizations. Companies should identify the best talent to lead the bank well before the close of the merger so they can seamlessly execute on the integration and develop a retention plan.

Companies must also determine if they will combine the roles of CEO and chairman of the board, or if the roles will be split between the two legacy CEOs. It is common in a merger of equals to split the roles for a defined time period. This approach gives the pro forma bank the benefit of the leadership of both legacy CEOs as it navigates how to effectively operate as a new organization and create a harmonized organizational culture.

Compensation Philosophy and Competitive Market
It is important for the newly formed entity to have a cohesive compensation philosophy promoting a “one company” mindset among employees who are from different legacy organizations. The compensation philosophy should guide how the bank now pays its employees, including mix between fixed and variable compensation, mix between cash and equity compensation and where compensation is positioned relative to the market. If the two legacy banks have different compensation philosophies, the pro forma bank should develop a strategy to harmonize these philosophies in the near-term. For example, it set a goal to pay all corporate employees using the same mix by the anniversary of the close of the merger.

The combined entity will also need to define its new competitive market. Clearly, it will need to compare itself to larger institutions than the legacy banks, but it should also consider if there are other differences that should define the competitive market, like if the two legacy banks operated in different geographies or had different operating characteristics. It is paramount that the board compensation committee and management teams identify relevant criteria to define a competitive market that best reflects the combined bank’s business.

Retention and Success Awards
Once the banks establish the compensation philosophy and define the new leadership team, it is important to consider how ongoing compensation programs can incent and retain the new team. A common approach to tie the new team together is by providing a long-term incentive award, often referred to as “success awards.” A portion of the award typically vests based on performance linked to achieving deal-based objectives such as synergies or systems conversions. A portion of the award may also vest over a period of time to provide an additional retentive hook. Success awards with performance conditions are better received by external investors and proxy advisory firms. The combined entity should also consider retention risks among the executive team, including the ability to trigger change in control severance and current equity holdings. This may influence which executives receive additional awards or larger success awards.

A merger of equals can be an exciting but also uncertain time for an organization. Early planning on the new bank’s compensation philosophy, leadership team compensation program and success and retention award approaches can help alleviate some of the uncertainty and allow the executive management team to focus on successfully completing the integration. A well thought-out program can combine the best of both legacy organizations into a harmonized compensation program that supports a “one bank” strategy and culture.

The Impact of Rising Interest Rates on BOLI


BOLI-7-9-15.pngSince the Great Recession of 2007-2009, the Federal funds rate has been held near zero to help spur the U.S. economic recovery. However, with the decline in the unemployment rate, strong jobs growth in the second quarter of 2015 and low inflation, the Federal Reserve may begin to raise short-term interest rates before the end of this year.

Although no one can predict exactly when interest rates will rise or by how much, we all understand it will occur at some point. Because we have been in a low interest rate environment for so long, the natural question is how will higher market interest rates impact the credited interest rates on bank-owned life insurance (BOLI) policies?

To understand the impact of rising interest rates on BOLI carriers offering fixed-income products, it is first necessary to understand the carriers’ investment philosophies, portfolio compositions and interest crediting methodologies. Although the investment philosophy of each BOLI carrier differs, there are generally some common threads. The investment objective of most BOLI carriers is to build a diversified portfolio of securities across and within asset classes with a long-term orientation that optimizes yield within a defined set of risk parameters. The portfolio strategy often targets investment grade securities, both public and privately issued, with cash inflows that reasonably match the projected cash outflows of their projected liabilities. Corporate bonds are usually the largest holding in the portfolio along with commercial mortgages/mortgage backed securities, private placements, government/municipal bonds and other holdings. The duration of these portfolios is typically four to ten years.

Insurance companies use different interest crediting methodologies for BOLI business. Some carriers use a portfolio approach while others use a new money rate approach. In most cases, the carriers who use a new money rate approach blend it into the portfolio over time. The crediting rate in products from new money rate carriers is based on the carrier’s expected rate of return on premiums received currently. The crediting rate in products from portfolio rate carriers is based on a combination of the rate of return from new premiums as well as the balance of the general account assets of the company or the assets of the specific BOLI portfolio.

Rising interest rates will affect both new BOLI cases as well as existing BOLI policies. As noted above, insurance companies invest heavily in bonds. When market interest rates rise, yields on new bonds will increase while prices on existing bonds will decline. In anticipation of rising interest rates, some carriers shorten the duration of their portfolios or pursue a hedging strategy to manage risks.

Carriers using the new money approach will see a more immediate and positive impact on their initial credited rate for new BOLI policies as their rates, for newly issued policies,  are based on current investments yields. Assuming a modest increase in rates, carriers using the portfolio approach may see little or no immediate change in their rate, but will likely see an increase in their credited interest rate over time. This will occur as the portfolio turns over and as new premium that is received is invested at a higher rate.

For existing general account and hybrid separate account BOLI policies, whether a new money or portfolio approach was used, there is no mark-to-market risk as the insurance company, not the policyholder, bears the price risk. For new money products, the interest rate credited to a new purchase is not likely to increase for several years after purchase since the underlying investments supporting the new money purchase typically have durations of four to ten years. Assuming slow and steady interest rate increases, both new money and portfolio products will likely increase over time with the portfolio products expected to increase more rapidly than the new money products. This is because the portfolio products will receive more new cash flows to invest at the higher rates.

A significant interest rate increase over a short period of time may cause most new premium to be placed in new money products, thereby reducing the new premium received into a portfolio product and slowing the time period it takes for the crediting rate to grow to market levels. If this were to occur, the crediting rates on portfolio and new money products would be expected to increase at about the same pace.

Please also bear in mind that it is important for directors and senior management of a bank to monitor not only changes in credited interest rates, but also the net yields. The net yield reflects the actual credited rate less mortality charges and, in some cases, policy fees or other administrative expenses. Accordingly, it is possible for one carrier to have a higher interest rate than another, but a lower net yield.

Many BOLI service providers will meet with their clients at least once a year to discuss the status and performance of their policies. At that meeting, it is vital for board members and senior management to review, among other things, the net yield earned on their policies to determine whether those yields are competitive in light of the type of policy purchased (new money, portfolio, blended portfolio) and current market conditions. Your service provider is well positioned to help you with that analysis and discussion of options, if changes are needed.

In conclusion, rising interest rates will occur at some point, but are likely to have a favorable interest rate impact on both new and existing BOLI clients using a fixed account over the long-term.

Equias Alliance offers securities through ProEquities, Inc. member FINRA & SIPC. Equias Alliance is independent of ProEquities, Inc.

What Is Bank-Owned Life Insurance (BOLI)?



You may have heard the term BOLI before, but what is Bank–Owned Life Insurance? How can it benefit your bank?

In this insightful video, Charlie Hicks of Meyer-Chatfield explains what BOLI is, how it works and breaks down the ins and outs of this investment product.

  • What is BOLI?
  • What are the benefits of BOLI?
  • How does BOLI work?
  • Is there information on how the tax-free status of BOLI will be impacted by BASEL III?