Keeping Benefits Simple During M&A

Mergers and acquisitions are an attractive growth strategy for many banks, but deals are increasingly and needlessly complicated by existing employee benefit plans.

The United States entered the longest economic expansion in history during the third quarter of 2019, surpassing the 120-month run between March 1991 to March 2001. There have been parallels of economic events and potential perils between then and now: a strong housing market, corporate tax cuts, low interest rates, and a mergers and acquisitions environment that rivals the 1990s, resulting in a loss of more than 4% of the nation’s banks per annum on average. From March 1991 to today, the number of U.S. banks has decreased by over 60%. The industry is not only used to M&A but expects it.

But in recent years, we’ve seen a growing burden and complexity in navigating through bank M&A deals, in part due to existing nonqualified benefit plans and bank-owned life insurance, or BOLI, programs. Burdens include heightened regulations on allowable plan designs, evolving tax laws and stricter compliance and due diligence requirements.

Now more than ever, it has become increasingly likely that BOLI or nonqualified benefit plans will be involved in a transaction, and odds are that the acquired portfolio and plans were part of a previous deal.

About 64% of banks across the country owned BOLI at the end of 2018, according to data from S&P Global Market Intelligence, including 63% of banks under $2.5 billion in total assets, 82% of banks between $2.5 billion and $35 billion, and 64% of banks over $35 billion.

The BOLI market continues to expand as banks continue to consolidate, and new premium sales have averaged over $3.5 billion annually in the past five years. Additionally, approximately 65% of banks have a nonqualified benefit plan, split-dollar life insurance plan or both, based on records of Newcleus’ 750 clients.

Program sponsorship continues to expand, because BOLI and nonqualified benefits continue to be important programs for institutions. Implementing nonqualified benefit plans can serve as a valuable resource for banks looking to attract and retain key talent. Both selling and acquiring institutions need to understand the mechanics of benefit and BOLI programs in order to avoid inaccurate plan administration and mismanagement following a combination. This includes:

Non-Qualified Benefit Plans

  • Reviewing the plan agreement: Complete a thorough analysis of the established plan agreements. Understand all triggering events for benefits, available options to exit the plan and the agreement’s change-in-control language.
  • Accounting implications: The bank, in partnership with their plan administrator, should properly vet the mechanics and assumptions used in existing plan accounting. For example, change-in-control benefits could specify a discount rate that must be used for benefit payments, which may differ from rates used on existing accounting reports. They should also ensure that all plan benefits deemed de minimis have been accounted for, such as small split-dollar plans.
  • 280G: Complete a 280G analysis to understand the possible implications of excess parachute payments, including limitations (i.e. net best benefit provisions) caused by existing employee agreements and related non-compete provisions.

BOLI Programs

  • Insurance carrier due diligence: Bankers should complete a thorough review to ensure that acquired BOLI meets the holding requirement that is outlined by the bank’s existing BOLI investment policy, if applicable.
  • Active/inactive BOLI population: As the insured and surviving owner relationship becomes more separated, it is paramount that executives maintain detailed census information, including Social Security numbers, for mortality and insurable interest purposes.
  • Policy ownership: Many banks have implemented trusts to act as the owner of certain BOLI policies. While this setup is permissible, changes in control can impact a trust’s revocability. Institutions should review this information prior to closing, given that there may be limited options to directly manage those policies post-deal close.

These programs are not in the executives’ everyday purview, nor should they be. That’s why it’s so important for institutions to establish partnerships that help guide them through the analysis, documentation and due diligence process for BOLI and nonqualified benefit plans.

Banks may want to consider working with external advisors to conduct a thorough review of existing programs and examine all plan details. They may also want to consider administrative systems, like Newcleus MINTS, that streamline reporting and compliance requirements. Taking these steps can help reduce unnecessary headaches, and create a solid foundation for future BOLI purchases and new nonqualified benefit plans.

The Battle for Bank Talent: Trends and Strategies


Motivated, talented employees always have been critical to the success of financial services organizations, meaning there always has been competition to attract high-performing employees. However, recent research indicates that competition has heated up considerably in the past few years, making it even more important for banks to stay abreast of current trends in compensation and human resource practices.

Trends in the Battle for Talent
The most recent indicator of the intensifying competition for talent can be found in the Crowe Horwath LLP 2016 Financial Institutions Compensation and Benefits Survey. Of the many trends in compensation, incentive and benefits strategies that are tracked in this annual survey, three areas were particularly revealing in 2016:

Employees are changing jobs at the fastest pace in at least a decade, with both officer and nonofficer turnover trending sharply upward over the past two years. Some turnover is the result of consolidations or performance issues, but most turnover represents the voluntary departure of employees–usually at a significant cost to the banks.

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Bank staffing strategies appear to have recovered from the recession. More banks today are planning for normal growth in staffing (35.6 percent), while the number of banks planning to maintain (34.1 percent) or reduce (3.6 percent) staffing levels is declining to pre-recession levels.

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The percentage of banks that plan to implement above-market compensation strategies has increased steadily over the past four years. In the 2016 survey, 28.5 percent of banks reported their strategy was to pay more than 10 percent above the market average.

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Taken together, these three trends–higher turnover, expected staffing increases, and growing use of above-market compensation strategies–suggest that the battle for talent is likely to continue and intensify.

Factors Driving the Competition
Viewing the survey results through the lens of current industry experience, one might reasonably conclude that bank compensation strategies are no longer responding to recession and credit crisis concerns. The survey responses suggest that banks are now being driven by a new set of economic and competitive factors including:

  • Employee expectations: As memories of recession-driven job insecurity fade, events such as bank consolidations, increased profitability and rising executive compensation are catching employees’ attention. The increased turnover rate suggests that high performers in search of better opportunities are more willing to take a chance and make a move now.
  • Growth strategies: Although mergers or acquisitions often are associated with net reductions in payroll, bank consolidations also can create demand for managers and executives who are more experienced in handling larger organizations. Other market strategies—such as enhanced digital banking or a relationship-banking approach—also can drive demand for employees with technical or consultative-selling skills.
  • Technology: Just as technology affects some of the skills needed to serve bank customers, it also is changing some employer-employee relationships. The “gig economy,” where short-term contract workers provide specialized services to multiple employers, has not yet affected most traditional bank jobs but certain positions—marketers, data analysts and website or mobile banking developers, for example—often can be filled by contract workers rather than full-time employees.
  • Competition: Banks with strong market positions in commercial lending or other desirable business lines sometimes find themselves on the defensive as they ward off competitors trying to lure away their most productive employees. Often banks end up offering selective pay boosts and bonuses to discourage so-called “lift out” strategies, in which a competitor lures away key managers or an entire department.

New Approaches to the Battle for Talent
Putting more emphasis on pay—particularly performance-based pay or incentives—is one way to attract and retain high performers. But higher pay scales are not the only solution.

Many banks that are consistently regarded as “employers of choice” are not the highest paying employers in their markets—or even the highest paying among comparable banks. Instead, they shift a portion of their workforce investments toward maintaining benefit programs and work cultures that promote work-life balance.

Some banks now present employees with an annual “total rewards statement” that spells out all the investments their employers are making in them. Such statements can help motivate employees by reminding them of their value to the organization. Individual personal recognition, status and career opportunities can also be powerful motivators.

Regardless of the specific mix of techniques that are used, the intensifying battle for talent means banks will need to pursue a deliberate, multifaceted approach to attract, motivate and retain the talented and high-performing employees they need to pursue their business strategies.

Mitigating Risk When Choosing a BOLI Carrier for Your Community Bank


BOLI-3-9-16.pngIf your community bank is considering revamping your benefits offerings, you’ve probably thought about Bank-Owned Life Insurance (BOLI). Purchasing BOLI is one of the lowest risk ways for banks to fund the cost of their benefits, and for a community bank struggling to compete with commercial banks for top talent, this may be a strategic financial decision. While BOLI is a long-term investment, it generates tax-free interest, making it extremely appealing to community banks. As with any investment, the decision to purchase a BOLI portfolio must be carefully considered so you can get the most return with as little risk as possible. Here are some ways to ensure you choose the right BOLI carrier and get the most out of your policy.

  1. Document every part of the process to ensure compliance. Regulations require careful attention, and national bank regulators provide a roadmap for the pre-purchase due diligence and ongoing risk management of BOLI. Before beginning the process of selecting a BOLI carrier, keep in mind that every step your community bank takes needs to be documented. From when you first purchase BOLI and throughout the life of your policy, documentation is absolutely critical for regulatory compliance, so you should frequently review reports of the performance of your BOLI assets. If any process isn’t documented, then in the eyes of regulators, it doesn’t exist. If you’re unsure of the proper protocol, working with a consultant who understands the regulatory process can help you with any issues that arise.
  2. Conduct a financial analysis of BOLI carriers. When choosing between BOLI carriers, you need to look at a variety of metrics to make the best decision. In the past, some banks’ decision making was reliant on ratings from independent agencies, and while ratings are still important, they are not the only thing you need to consider. By conducting a financial analysis of the carrier, you can get a clearer picture of whether the purchase will keep risk low while providing the yield your bank needs to fund competitive benefits. Here are financial metrics that can help you narrow down your options to a shortlist of low-risk choices:

    • Financial strength: Looking at the carrier’s balance sheet and income statement can help you determine the company’s financial strength, as can ratings from outside agencies.
    • Asset quality: By reviewing publicly available information about the carrier’s assets, you can identify any unusual trends and verify the carrier’s claims paying ability.
    • Risk-Based Capital: Review the carrier’s level of capital over time, compared to the regulatory required amount.
    • Investment philosophy: How does the carrier approach their investment portfolio; what techniques do they use for asset liability matching?
    • Experience in the BOLI market: How long has the carrier been active in the BOLI industry, and have they built a reputation for success in that time?
    • Ownership structure: Is there a parent company that could provide support in time of distress? Does the carrier have a stock or mutual ownership structure?
  3. If you need help, work with an executive benefits consultant. Choosing the right BOLI package for your community bank is an important decision and there are many compliance and regulatory issues that some banks just don’t feel comfortable navigating on their own. Working with an expert is the best way to make the most profitable, lowest-risk decision and to ensure regulatory compliance. Your consultant must understand the operating environment of your bank and your strategic interests in order to help you reach your financial goals and fund your benefits package. While selecting a BOLI carrier and deciding how to fund your purchase is complicated and may require outside help, it is an option that has enabled many community banks to offer more competitive benefits to employees.

Banks Pay Higher Salaries, But There is More Turnover


9-27-13-Crowe.pngEvery year Crowe conducts a compensation and benefits survey of financial institutions. The results of the 2013 Financial Institutions Compensation Survey are now in, and our analysis of the trends indicates some interesting patterns.

Pay is rising. Inflation expectations and market conditions appear to be strengthening as indicated by banks making larger upward adjustments to their salary structures.

2013 was not a banner year for CEO compensation growth. Slow compensation growth for CEOs in 2013 appears to indicate that bank financial performance has improved only modestly.

Hiring and retaining the right employees continue to be the highest-priority human resource concerns. While banks have several important priorities related to human resources, their most highly rated concerns appear to be finding and retaining the right employees.

Annual salary increases continue to average 2.70 percent. The market has settled into a stable range of annual salary increases.

Employee turnover is increasing. Employees appear to be more comfortable with their job prospects as turnover has returned to pre-recession levels.

Compensation growth varies widely by job position. Some job positions have experienced significant growth in compensation over the past four years while others have lagged. For example, compensation for chief credit officers is up 23 percent over the past four years, while branch manager II compensation is up only 9 percent.

Benefit costs continue to grow. Benefit costs as a percentage of salary continue to increase, with health benefits being the primary source of increased costs.

Benefit cost-containment efforts are a major focus. More than half of the banks surveyed are trying to contain costs by using a variety of techniques to shift a portion of benefit costs to employees.

This year, our analysis identified some differences between small banks (those with less than $1 billion in assets) and their larger brethren.

An above-market compensation strategy is more common at larger banks. A higher proportion of larger banks than smaller banks indicated they are consciously paying above-market compensation.

Smaller banks are doing a better job of differentiating pay for above-average performers. Smaller banks had a higher differential of pay increases between above-average performers and average performers.

Larger banks pay a higher proportion of incentives. Incentives as a percentage of salary are typically higher at larger banks, although the difference and amount vary from year to year.

Banks with more than $1 billion in assets are expecting more growth. A higher proportion of larger banks expect their number of employees to grow compared with their smaller counterparts.

View a full summary of the results of the survey for more detailed findings.