Lessons Learned from HBO’s “Succession”

Written by

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.

Community Banks Fuel the Future of Renewable Energy

Written by

The transformational Inflation Reduction Act (IRA) contains a number of provisions designed to entice a large numbers of community and regional banks to deploy capital into renewable energy projects across the US.

Large U.S. banks and corporations have made significant renewable energy tax credit investments for over a decade. Through the IRA, there is greater opportunity for community and regional banks to participate.

The act extends solar tax credits, or more broadly renewable energy investment tax credits, (REITCs) for at least 10 more years, until greenhouse gas emissions are reduced by 70%. It also retroactively increases the investment tax credit (ITC) rate from 26% to 30%, effective Jan. 1, 2022. This extension and expansion of ITCs, along with other meaningful incentives included in the act, should result in a significant increase in renewable energy projects that are developed and constructed over the next decade.

Community banks are a logical source of project loans and renewable energy tax credit investments, such as solar tax equity, in response to this expected flood of mid-size renewable projects. REITCs have a better return profile than other types of tax credit investments commonly made by banks. REITCs and the accelerated depreciation associated with a solar power project are fully recognized after it is built and begins producing power. This is notably different from other tax credit investments, such as new markets tax credits, low-income housing tax credits and historic rehabilitation tax credits, where credits are recognized over the holding period of the investment and can take 5, 7, 10 or 15 years.

Like other tax equity investments, renewable energy tax equity investments require complex deal structures, specialized project diligence and underwriting and active ongoing monitoring. Specialty investment management firms can provide support to community banks seeking to make renewable energy or solar tax credit investments by syndicating the investments across small groups of community banks. Without support, community banks may struggle to consistently identify suitable solar project investment opportunities built by qualified solar development partners.

Not all solar projects are created equally; and it is critical for a community bank to properly evaluate all aspects of a solar tax equity investment. Investment in particular types of solar projects, including utility, commercial and industrial, municipal and community solar projects, can provide stable and predictable returns. However, a community bank investor should perform considerable due diligence or partner with a firm to assist with the diligence. There are typically three stages of diligence:

  1. The bank should review the return profile and GAAP financial statement impact with their tax and audit firm to validate the benefits demonstrated by the solar developer and the anticipated impact of the investment on the bank’s earnings profile and capital.
  2. The bank should work with counsel to identify the path to approval for the investment. Solar tax equity investments are permissible for national banks under a 2021 OCC Rule (12 CFR 7.1025), and banks have been making solar tax equity investments based on OCC-published guidance for over a decade. In 2021, the new rule codified that guidance, providing a straightforward roadmap and encouraging community banks to consider solar tax equity investments. Alternatively, under Section 4(c)(6) of the Bank Holding Company Act, holding companies under $10 billion in assets may also invest in a properly structured solar tax equity fund managed by a professional asset manager.
  3. The bank must underwrite the solar developer and each individual solar project. Community banks should consider partnering with a firm that has experience evaluating and underwriting solar projects, and the bank’s due diligence should ensure that there are structural mitigants in place to fully address the unique risks associated with solar tax equity financings.

Solar tax credit investments can also be a key component to a bank’s broader environmental, social and governance, or ESG, strategy. The bank can monitor and report the amount of renewable energy generation produced by projects it has financed and include this information in an annual renewable energy finance impact report or a broader annual sustainability report.

The benefits of REITCs are hard to ignore. Achieving energy independence and reducing carbon emissions are critical goals in and of themselves. And tax credit investors that are funding renewable energy projects can significantly offset their federal tax liability and recognize a meaningful annual earnings benefit.

CECL Model Validation Benefits Beyond Compliance

Written by

The current expected credit loss (CECL) adoption deadline of Jan. 1, 2023 has many financial institutions evaluating various models and assumptions. Many financial institutions haven’t had sufficient time to evaluate their CECL model performance under various stress scenarios that could provide a more forward-looking view, taking the model beyond just a compliance or accounting exercise.

One critical element of CECL adoption is model validation. The process of validating a model is not only an expectation of bank regulators as part of the CECL process — it can also yield advantages for institutions by providing crucial insights into how their credit risk profile would be impacted by uncertain conditions.

In the current economic environment, financial institutions need to thoroughly understand what an economic downturn, no matter how mild or severe, could do to their organization. While these outcomes really depend on what assumptions they are using, modeling out different scenarios using more severe assumptions will help these institutions see how prepared they may or may not be.

Often vendors have hundreds of clients and use general economic assumptions on them. Validation gives management a deeper dive into assumptions specific to their institution, creating an opportunity to assess their relevance to their facts and circumstances. When doing a validation, there are three main pillars: data and assumptions, modeling and stress testing.

Data and assumptions: Using your own clean and correct data is a fundamental part of CECL. Bank-specific data is key, as opposed to using industry data that might not be applicable to your bank. Validation allows for back-testing of what assumptions the bank is using for its specific data in order to confirm that those assumptions are accurate or identify other data fields or sources that may be better applied.

Modeling (black box): When you put data into a model, it does some evaluating and gives you an answer. That evaluation period is often referred to as the “black box.” Data and assumptions go into the model and returns a CECL estimate as the output. These models are becoming more sophisticated and complex, requiring many years of historical data and future economic projections to determine the CECL estimate. As a result of these complexities, we believe that financial institutions should perform a full replication of their CECL model. Leveraging this best practice when conducting a validation will assure the management team and the board that the model the bank has chosen is estimating its CECL estimate accurately and also providing further insight into its credit risk profile. By stripping the model and its assumptions down and rebuilding them, we can uncover potential risks and model limitations that may otherwise be unknown to the user.

Validations should give financial institutions confidence in how their model works and what is happening. Being familiar with the annual validation process for CECL compliance will better prepare an institution to answer all types of questions from regulators, auditors and other parties. Furthermore, it’s a valuable tool for management to be able to predict future information that will help them plan for how their institution will react to stressful situations, while also aiding them in future capital and budgeting discussions.

Stress testing: In the current climate of huge capital market swings, dislocations and interest rate increases, stress testing is vital. No one knows exactly where the economy is going. Once the model has been validated, the next step is for banks to understand how the model will behave in a worst-case scenario. It is important to run a severe stress test to uncover where the institution will be affected by those assumptions most. Management can use the information from this exercise to see the connections between changes and the expected impact to the bank, and how the bank could react. From here, management can gain a clearer picture of how changes in the major assumptions impact its CECL estimate, so there are no surprises in the future.

Banking is Changing: Here’s What Directors Should Ask

Written by

One set of attributes for effective bank directors, especially as community banks navigate a changing and uncertain operating environment, are curiosity and inquisitiveness.

Providing meaningful board oversight sometimes comes down to directors asking executives the right questions, according to experts speaking on Sept. 12 during Bank Director’s 2022 Bank Board Training Forum at the JW Marriott Nashville. Inquisitive directors can help challenge the bank’s strategy and prepare it for the future.

“Curiosity is a great attribute of a director,” said Jim McAlpin Jr., a partner at Bryan Cave Leighton Paisner and newly appointed board member of DirectorCorps, Bank Director’s parent company. He encouraged directors to “ask basic questions” about the bank’s strategy and make sure they understand the answer or ask it again. He also provided a number of anecdotes from his long career in working with bank boards where directors should’ve asked more questions, including a $6 billion deal between community banks that wasn’t a success.

But beyond board oversight, incisive — and regular — questioning from directors helps institutions implement their strategy and orient for the future, according to Justin Norwood, vice president of product management at nCino, which creates a cloud-based bank operating platform. Norwood, who describes himself as a futurist, gave directors a set of questions they should ask executives as they formulate and execute their bank’s strategy.

1. What points of friction are we removing from the customer experience this quarter, this year and next year?
“It’s OK to be obsessive about this question,” he said, adding that this is maybe the most important question directors can ask. That’s because many technology companies, whether they’re focused on consumer financials or otherwise, ask this question “obsessively.” They are competing for wallet share and they often establish customer expectations for digital experiences.

Norwood commended banks for transforming the middle and back office for employees, along with improving the retail banking experience. But the work isn’t over: Norwood cited small business banking as the next frontier where community banks can anticipate customer needs and provide guidance over digital channels.

2. How do we define community for our bank if we’re not confined to geography?
Community banking has traditionally been defined by geography and physical branch locations, but digital delivery channels and technology have allowed banks to be creative about the customer segments and cohorts they target. Norwood cited two companies that serve customers with distinct needs well: Silicon Valley Bank, the bank unit of Santa Clara, California-based SVB Financial, which focuses on early stage venture-backed companies and Greenlight, a personal finance fintech for kids. Boards should ask executives about their definition of community, and how the institution meets those segments’ financial needs.

3. How are we leveraging artificial intelligence to capture new customers and optimize risk? Can we explain our efforts to regulators?
Norwood said that artificial intelligence has a potential annual value of $1 trillion for the global banking industry, citing a study from the McKinsey & Co. consulting group. Community banks should capture some of those benefits, without recreating the wheel. Instead of trying to hire Stanford University-educated technologists to innovate in-house, Norwood recommends that banks hire business leaders open to AI opportunities that can enhance customer relationships.

4. How are we participating in the regulatory process around decentralized finance?
Decentralized finance, or defi, is a financial technology that uses secure distributed ledgers, or blockchains, to record transactions outside of the regulated and incumbent financial services space. Some of the defi industry focused on cryptocurrency transactions has encountered financial instability and liquidity runs this summer, leading to a crisis that’s been called “crypto winter” by the media. Some banks have even been ensnared by crypto partners that have gone into bankruptcy, leading to confusion around customer deposit coverage.

Increasingly, banks have partnerships with companies that work in the digital assets space, or their customers have opened accounts at those companies. Norwood said bank directors should understand how, if at all, their institution interacts with this space, and the potential risks the crypto and blockchain world pose.

Banks Enter a New Era of Corporate Morality

Written by

Are we entering a new era of morality in banking?

Heavily regulated at the state and federal level, banks have always been subjected to greater scrutiny than most other companies and are expected to pursue fair and ethical business practices — mandates that have been codified in laws such as the Community Reinvestment Act and various fair lending statutes.

The industry has always had a more expansive stakeholder perspective where shareholders are just one member of a broad constituency that also includes customers and communities.

Now a growing number of banks are taking ethical behavior one step further through voluntary adoption of formal environmental, social and governance (ESG) programs that target objectives well beyond simply making money for their owners. Issues that typically fall within an ESG framework include climate change, waste and pollution, employee relations, racial equity, executive compensation and board diversity.

“It’s a holistic approach that asks, ‘What is it that our stakeholders are looking for and how can we – through the values of our organization – deliver on that,” says Brandon Koeser, a financial services senior analyst at the consulting firm RSM.

Koeser spoke to Bank Director Editor-at-Large Jack Milligan in advance of a Sunday breakout session at Bank Director’s Acquire or Be Acquired Conference. The conference runs Jan. 30 to Feb. 1, 2022, at the JW Marriott Desert Ridge Resort and Spa in Phoenix.

The pressure to focus more intently on various ESG issues is coming from various quarters. Some institutional investors have already put pressure on very large banks to adopt formal programs and to document their activities. Koeser says many younger employees “want to see a lot more alignment with their beliefs and interests.” And consumers and even borrowers are “beginning to ask questions … of their banking partners [about] what they’re doing to promote social responsibility or healthy environmental practices,” he says.

Koeser recalls having a conversation last year with the senior executives of a $1 billion privately held bank who said one of their large borrowers “came to them and asked what they were doing to promote sustainable business practices. This organization was all about sustainability and being environmentally conscious and it wanted to make sure that its key partners shared those same values.”

Although the federal banking regulators have yet to weigh in with a specific set of ESG requirements, that could change under the more socially progressive administration of President Joe Biden. “One thing the regulators are trying to figure out is when a [bank] takes an ESG strategy and publicizes it, how do they ensure that there’s comparability so that investors and other stakeholders are able to make the appropriate decision based on what they’re reading,” he says.

There are currently several key vacancies at the bank regulatory agencies. Biden has the opportunity to appoint a new Comptroller of the Currency, a new chairman at Federal Deposit Insurance Corp. and a new vice chair for supervision at the Federal Reserve Board. “There’s a unique opportunity for some new [ESG] policy to be set,” says Koeser. “I wouldn’t be surprised if we see in the next two to three years, some formality around that.”

Koeser says he does sometimes encounter resistance to an ESG agenda from some banks that don’t see the value, particularly the environmental piece. “A lot of banks will just kind of say, ‘Well, I’m not a consumer products company. I don’t have a manufacturing division. I’m not in the transportation business. What is the environmental component to me?’” he says. But in his discussions with senior executive and directors, Koeser tries to focus on the broad theme of ESG and not just one letter in the acronym. “That brings down the level of skepticism and allows the opportunity to engage in discussions around the totality of this shift to an ESG focus,” he says. “I haven’t been run out of a boardroom talking about ESG.”

Koeser believes there is a systemic process that banks can use to get started on an ESG program. The first step is to identify a champion who will lead the effort. Next, it’s important to research what is happening in the banking industry and with your banking peers and competitors. Public company filings, media organizations such as Bank Director magazine and company websites are all good places to look. “There’s a wealth of information out there to start researching and understanding what’s happening around us,” Koeser says.

A third step in the formation process is education. “The [program] champion should start presenting to the board on what they’re finding,” Koeser says. Then comes a self-assessment where the leadership team and board compare the bank’s current state in regards to ESG to the industry and other institutions it competes with. The final step is to begin formulating an ESG strategy and building out a program.

Koeser believes that many banks are probably closer to having the building blocks of an effective ESG program than they think. “It’s really just a matter of time before ESG will become something that you’ll need to focus on,” he says. “And if you’re already promoting a lot of really good things on your website, like donating to local charities, volunteering and supporting your communities, there’s a way to formalize that and begin this process sooner rather than later.”

Governance Best Practices: Taking the Lead

Written by

Due to ongoing changes in the banking industry — from demographic shifts to the drive to digital — it’s never been more important for bank boards to get proactive about strategy. James McAlpin Jr., a partner at Bryan Cave Leighton Paisner and global leader of the firm’s banking practice group, shares his point of view on three key themes explored in the 2021 Governance Best Practices Survey.

  • Taking the Lead on Strategic Discussions
  • Making Meetings More Productive
  • The Three C’s Every Director Should Possess

Hiring a Chief Technology Officer

Written by



Bob DiCosola, executive vice president of Old Second Bancorp, a $2.2 billion asset holding company in Aurora, Illinois, talks with Bank Director digital magazine Editor Naomi Snyder about hiring a chief technology officer with a business background and what the bank will need going forward.

DiCosola briefly touches on the following:

  • What types of information technology people the bank needs
  • Using an in-house advisory team of millennials
  • The bank’s new IT business plan

This video first published in Bank Director digital magazine’s Tech Issue in December.