Mergers of equals present unusual — and often, more challenging — compensation considerations for executive teams. The deal structure means both institutions will need to consider a variety of factors ahead of and after deal announcement, navigating them carefully to retain talent and incentivize integration. In this video, Todd Leone, partner at McLagan, a division of Aon’s Total Rewards, lays out how bank leaders involved in MOEs can use compensation to support bank culture and communicate with stakeholders.
Traditional banks are facing unprecedented talent market pressures to retain key people, while also needing to attract talent from the financial technology industry to execute their own business transformations at an accelerating rate.
As the pressure on traditional banks increases, the question of “how much?” is no longer the only relevant question to be answered. Equally important is understanding how compensation opportunities should be structured and potentially delivered to ensure offers remain competitive.
PitchBook, a Morningstar company, has tracked over 820 companies in their fintech industry database as of October 2021. A third of these companies are less than five years old and well-funded by venture capital investors looking to capitalize on the industry’s explosive growth. Growth requires highly skilled, experienced talent to drive it. The fintech revolution has many traditional banks evolving their business models to remain relevant in this highly competitive market.
Seven Notable Pay Practice Trends from the Fintech Industry The following seven pay practice trends are common across the fintech industry and essential for banks to understand. Financial institutions are likely to encounter several of these practices when competing for talent, and should consider which may work well within their programs to bolster competitiveness.
Highly Competitive Salaries. Many fintech companies were established in high-cost cities, and the pay levels established in Silicon Valley often ripple through their national pay structures. Market-leading base salaries establish a firm offer upfront for prospective candidates.
More Equity Compensation. High company valuations support granting equity more broadly in the organization; candidates coming from that environment will expect an equity grant.
Equity Grants at Hire. It is common in high-tech markets to make an upfront equity grant at the time of hire between two and four times annual target levels to establish a foundational level of ownership.
Shorter Equity Vesting Periods. The age-old belief that longer vesting periods promotes retention is being challenged by some high-profile tech firms. These companies are opting for monthly vesting over a multi-year time frame. Some even opt for full vesting within a year.
Specialized Incentive Plans. The bank’s “corporate plan” may not fit the needs of a developing Banking-as-a-Service venture or fintech business unit. As such, a customized incentive geared towards growth or achieving strategic objectives may better support these businesses in the critical early stages.
Retention Awards for In-Demand, Specialized Skills. Candidates with anti-money laundering, cryptocurrency and treasury function experience are highly sought after by firms and are experiencing large jumps in pay when they change employers. “Lock-in” retention equity awards are one way that companies are attempting to retain their employees.
Flexible Work Arrangements. All industries are encountering this, but this is old hat for fintech companies that have historically emphasized this style work. Flexible work arrangements have become an expectation for most employees with in-demand skills.
For traditional banks, the realities of the broader competitive labor market are further complicated by the increased talent crunch in the fintech industry. Amid these unprecedented labor market pressures, traditional banks would do well to ensure relevant stakeholders are well informed about the realities of the broader competitive labor market and the need for a nimble talent strategy. Understanding both the “how” and “how much” of pay will prepare organizations to respond proactively to these market realities and provide an advantage when competing in the marketplace for talent.
Bank-owned life insurance has been a popular way for banks to earn a tax-deferred or even tax-free return on their capital for many years. In fact, banks can invest up to 25% of their Tier 1 capital in BOLI.
Banks have struggled with low yields on bank-approved investments such as U.S. Treasuries since the Federal Reserve dropped rates to zero. BOLI has been welcome relief to that pressure: As of mid-October, the average highest credit quality general account BOLI yielded 2.37% and the highest yield on average was 2.69%, according to the Newcleus BOLI Index. The taxable equivalent yield, based on a 21% tax rate, is 3% to 3.41%.
Despite its popularity, there are still many misperceptions in the market about BOLI that we want to dispel. Let’s focus on general account BOLI, the most common form of BOLI.
1. “BOLI is janitor insurance. Is it even legal?”
The term “janitor insurance” refers to a time when it was common for companies to buy life insurance for their employees without their knowledge or consent. That’s not legal anymore. With the passage of the Pension Protection Act of 2006, firms need to obtain consent from the employees covered by policies where the company pays the premium. In addition, only the top 35% highest paid employees can be considered for coverage.
For example, a regional bank may send out a notice asking for consent and a signature from 200 of the highest-paid employees in the bank, and 150 of them with sign it. Those 150 employees will be covered by BOLI.
2. “I don’t want my bank to profit off the death of employees.”
Many banks, especially community banks, choose to share a portion of the life insurance benefit with the deceased employee’s estate. In essence, the bank pays the premium, not the employee, and earns tax-deferred interest on the BOLI asset along with a death benefit that it can share with the employee. This can be structured in different ways. The bank may decide to offer a life insurance benefit only to the CEO, the members of the executive team, or the 20 top highest paid employees, for example.
3. “We don’t need to add a life insurance benefit.”
The point of BOLI is not life insurance coverage (yes, we know it’s called bank-owned life insurance). It’s not a regular term-life policy, where you write a premium check every month and receive a benefit when someone dies.
BOLI is an asset class. BOLI stays on the balance sheet and is accretive from Day 1. The day after a bank wires the premium, it is paid interest on the principal. The earned interest is tax-deferred until the death of the employee. If the employee dies, the earnings are tax free. But there are regulatory restrictions on the use of BOLI. For example, the Office of the Comptroller of the Currency requires banks to use the earnings to offset the cost of bank compensation and benefit programs.
4. “BOLI is an illiquid asset.”
This is a common misperception of BOLI. Typically, on a term-life policy, there’s no asset you can sell. That’s not true for BOLI. Like other investment products, banks can sell, or surrender the policy, at any time. In a time of widespread declines in asset values, a bank might find that the value of its asset, similar to a bond portfolio, has fallen. But the insurance company will return 100% of the cash surrender value. There are no fees to sell the asset. If a bank surrenders the policy before the death of the covered employee, the bank may owe unpaid taxes on any earnings received.
5. “Now is a bad time to buy BOLI.”
Given that many predict interest rates to go up in the next few years, banks may assume it’s a bad time to buy BOLI. Why lock in capital at a low interest rate when rates are going to go up? Although BOLI is a fixed-rate asset, it reprices at market rates. Typically, a BOLI portfolio has a duration of 5 to 7 years. Each year, 20% of the portfolio will turn over. By the fifth year, 100% of it has repriced.
We hope to have dispelled some of the common misperceptions about BOLI. If you haven’t maxed out the amount of BOLI you can put on your balance sheet, it might be time to take another look.
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.
Employers have long struggled with the ability to attract, retain and reward key talent at their company.
Government limits and restrictions on the amount that employees and employers may contribute toward qualified retirement plans such as a 401(k) leave many highly compensated executives without enough retirement income to sustain their current standard of living.
A supplemental executive retirement plan (SERP) is a defined benefit and a great way to solve both governmental limits and the ability to attract, retain and reward talent. SERPs are typically designed to make up for a retirement income shortfall, because executives at most companies tend to be in their late 40s and 50s.
But when consultants design SERPs solely for retirement income — because the decision-makers are concerned about retirement — they often make the mistake of designing a plan that fails its primary goal: attracting, retaining and rewarding key talent.
Consider the following: Executive A is 57, married with no children. He is maxing out his company’s 401(k) plan but still has not saved enough for retirement. His employer wants to reward him for his 15 years of service and keep him for another 10 years until his retirement. Putting a SERP in place that promises to pay him 40% of his final pay for 15 years will accomplish the employer’s goal because he is only 10 years from retirement and concerned about it.
Now let’s take a look at his successor in training. Executive B is 40 years old, married and has three kids, ages 4, 6 and 8. He is contributing very little to his 401(k). His employer wants to retain him to succeed Executive A. The employer offers him the same SERP that will pay him 40% of final pay at retirement. Three years go by, and Executive B leaves the company for a higher paying job. The plan failed the employer’s goal because to most 40-year-olds, short-term incentives are king. Promising a benefit 27 years down the road does little to retain an executive in the short term.
That is where many consultants and employers make mistakes during the design process. They don’t ask themselves: If they were in a similar stage in life as the executive, what would matter most? They also fail to ask the executives being considered what’s important to them. Many employers and executives hesitate to answer honestly. That’s where a consultant can be invaluable during the planning process. Asking the important questions to establish goals is key to making a plan work effectively.
Once the bank has a good understanding of what is important to top talent, they can design a plan to accomplish the goals. Plans can pay out benefits at certain pre-set dates or life events while still employed to accomplish goals other than retirement. Here are a few examples:
Lump sum in 5 years for mission work.
Four annual payments starting in 10 years to help pay for college.
Lump sum at age 50 to buy a boat.
Consider the following alternative benefit design for Executive B and its value to him. Executive B is 40 years old. He is married with three children, ages 4, 6 and 8. After being interviewed, he is most concerned about paying for his children’s college. Therefore, instead of offering him a SERP that pays out at retirement, his employer offers him a SERP that allows the executive to receive some payments while still employed.
This plan allows Executive B to direct up to half of the employer contribution into a short term or “college funding” bucket. This bucket will start paying in 10 years, when his oldest child starts college. The other half of the contribution goes into a “retirement” bucket. This is set aside for supplemental retirement income.
Will this accomplish the employer’s goal? It definitely has a better chance. This two-bucket approach is of great value to Executive B, because it addresses his immediate need to save for college and also starts to build a retirement account.
Using alternative approaches to the traditional design of focusing on retirement is more important than ever. Employer can accomplish their goals using a nonqualified plan, as long as they remember that “one size does not always fit all.”
Insurance services provided through NFP Executive Benefits, LLC. (NFP EB), a subsidiary of NFP Corp. (NFP). Doing business in California as NFP Executive Benefits & Insurance Agency, LLC. (License #OH86767). Securities offered through Kestra Investment Services, LLC, member FINRA/SIPC. Kestra Investment Services, LLC is not affiliated with NFP or NFP EB.
Investor Disclosures: https://bit.ly/KF-Disclosures
Banks need to get CEO transitions right to provide continuity in leadership and successful execution of key priorities.
As the world evolves, so do the factors that banks must consider when turnover occurs in the CEO role. Here are some key items we’ve come across that bank boards should consider in the event of a CEO transition today.
Identifying a Successor
Banks should prepare for CEO transitions well in advance through ongoing succession planning. Capable successors can come from within or outside of the organization. Whether looking for a new CEO internally or externally, banks need to identify leaders that have the skills to lead the bank now and into the future.
Diversity in leadership:
Considering a diverse slate of candidates is crucial, so that the bank can benefit from different perspectives that come with diversity. This may be challenging in the banking industry, given the current composition of executive teams. The U.S. House Committee on Financial Services published a diversity and inclusion report in 2020 that found that executive teams at large U.S. banks are mostly white and male. CAP found that women only represent 30% of the executive team, on average, at 18 large U.S. banks.
Building a diverse talent pipeline takes time; however, it is critical to effective long-term succession planning. Citigroup recently announced that Jane Fraser, who currently serves as the head of Citi’s consumer bank, would serve as its next CEO, making her the first female CEO of a top 10 U.S. bank. As banks focus more on diversity and inclusion initiatives, we expect this to be a key tenet of succession plans.
Digital expertise:
The banking industry continues to evolve to focus more on digital channels and technology. The Covid-19 pandemic has placed greater emphasis on remote services, which furthered this evolution. As technology becomes more deeply integrated in the banking industry, banks will need to evaluate their strategies and determine how they fit into this new landscape. With increased focus on technology, banks must also keep up with leading cybersecurity practices to provide consumers with the best protection. Succession plans will need to prioritize the skills and foresight required to lead the organization through this digital transformation.
Environmental, Social and Governance (ESG) strategy:
Investors are increasingly focused on the ESG priorities and the potential impact on long-term value creation at banks. One area of focus is human capital management, and the ability to attract and retain the key talent that will help banks be leaders in their markets. CEO succession should consider candidates’ views on these evolving priorities.
Paying the Incoming and Outgoing CEOs
Incoming CEO:
The incoming CEO’s pay is driven by level of experience, whether the CEO was an internal or external hire, the former CEO’s compensation, market compensation and the bank’s compensation philosophy. In many cases, it is more expensive to hire a CEO externally. Companies often pay external hires at or above the market median, and may have to negotiate sign-on awards to recruit them. Companies generally pay internally promoted CEOs below market at first and move them to market median over two or three years based on their performance.
Outgoing CEO:
In some situations, the outgoing CEO may stay on as executive chair or senior advisor to help provide continuity during the transition. In this scenario, pay practices vary based on the expected length of time that the chair or senior advisor role will exist. It’s often lower than the amount the individual received as CEO, but likely includes salary and annual bonus opportunity and, in some cases, may include long-term incentives.
Retaining Key Executives
CEO transitions may have ripple effects throughout the bank’s executive team. Executives who were passed over for the top job may pose a retention risk. These executives may have deep institutional knowledge that will help the new CEO and are critical to the future success of the company. Boards may recognize these executives by expanding their roles or granting retention awards. These approaches can enhance engagement, mitigate retention risk and promote a smooth leadership transition.
As competition remains strong in the banking industry, it is more important than ever to have a seamless CEO transition. Unsuccessful CEO transitions are a distraction from a bank’s strategic objectives and harm performance. Boards will be better positioned if they have a strong succession plan to help them identify CEO candidates with the skills needed to grow and transform the bank, and if they effectively use compensation programs to attract and retain these candidates and the teams that support them.
According to the American Bankers Association’s 2019 Compensation & Benefits Survey, nearly 65% of banks report utilizing deferred compensation plans. These plans can include supplemental executive retirement plans, or SERPs, which are typically designed for the seasoned bank executive talent. Unlike a 401(k) plan, a SERP has no contribution limit or rules that mandate that all employees must be able to participate. They are purposely designed for highly compensated executives and key employees for whom the 401(k) contribution limits act as a form of “reverse discrimination” toward retirement. These limits can cause a whole host of problems if not addressed by the introduction of a SERP.
Meaningful, thoughtful compensation will be essential for banks interested in motivating and retaining key executives and talent as they continue navigating through these unprecedented times. Guaranty Bancshares’s CFO Cappy Payne called the SERP a “cornerstone” of the Addison, Texas-based bank’s compensation approach.
“[W]e have a wide variety of executive compensation and benefit plans for our senior level management,” he says. “We purposely diversify their compensation such that it increases our ability to attract, retain and motivate the talent we need to differentiate in this incredibly tough economic environment.”
SERPs are often offered alongside several other types of long-term incentive compensation vehicles. Long-term plans can include stock options, stock appreciation rights, phantom stock, restricted stock, restricted units, performance shares of units and combinations of two or three plans. All of these programs are also a form of deferred compensation, like a SERP, but don’t offer as much customization as a SERP. Additionally, most institutions use bank owned life insurance as an indirect funding approach.
A bank may design the SERP so the executive receives a benefit at a later date — like retirement or after 15 years of service. The benefit of the SERP may be issued as a lump sum, a series of payments or combination thereof. It can also have performance criteria added as a motivational incentive. And because there are no contribution limits, this ability to customize and design around one executive team generates a significant ROI. Payne says Guaranty “strongly believes” in the customization of its long-term compensation plans.
“We find customization increases the appreciation of our efforts. In addition, when used with other plans like the annual incentive plan, and other stock-based long-term incentives, we believe we are able to sustain bank leadership that creates a successful banking atmosphere,” he says.
But SERPs aren’t perfect; just like any other executive compensation and benefit plan, it’s critical that bank executives and boards understand their disadvantages. One disadvantage is the funds that accumulate for a SERP are not protected from bankruptcy and creditor claims in the event of insolvency. SERP participants become general creditors of the bank. Still, the plans offer significant advantages and can be incredibly attractive to banks as employers.
They are easy to implement.
The don’t require IRS approval.
They can be customized to the executive team and included as a retirement benefit.
Banks can use BOLI to help recover their costs and offer a split-dollar life insurance benefit while employed.
All of these advantages combined make for a powerful compensation cocktail that, when used in conjunction with other plans and communicated appropriately, is dynamite.
Banks are under more pressure than ever before to succeed. The pandemic, low interest rates and political uncertainty all contribute to questions and uncertainty in the workplace — including among top executives. SERPs can be a powerful tool in the hands of visionary banks. The flexibility afforded in a SERP is second to none. Finally, it’s just smart business to make sure banks can differentiate themselves while being sustainable by attracting, retaining and motivating the best talent possible.
As compensation committee chair, Susan knew 2020 was going to be an important year for the bank.
The compensation and governance committee had taken on the topic of environmental, social and governance (ESG) for the coming year. They had conducted an audit and knew where their gaps were; Susan knew it was going take time to address all the shortfalls. Fortunately, the bank was performing well, the stock was moving in the right direction and they had just approved the 2020 incentive plans. All in all, she was looking forward to the year as she put her finished notes on the February committee meeting.
Two months later, Susan had longed for the “good old days” of February. With the speed and forcefulness that Covid-19 impacted the country, states and areas the bank served, February seemed like a lifetime ago. The bank had implemented the credit loss standard at the end of March — due to the impact of the unemployment assumptions, the CECL provision effectively wiped out the 2020 profitability. This was on top of the non-branch employees working from home, and the bank doing whatever it could to serve its customers through the Paycheck Protection Program.
Does this sound familiar to your bank? The whirlwind of 2020 has brought a focus on a number of issues, not the least of which is executive compensation. Specifically, how are your bank’s plans fairing in light of such monumental volatility? We will briefly review annual and long-term performance plans as well as a construct for how to evaluate these programs.
The degree to which a bank’s annual and long-term incentive (LTI) plans have been impacted by Covid-19 hinge primarily on two factors. First, how much are the plans based upon GAAP bottom-line profitability? Second, and primarily for LTI plans, how much are the performance-based goals based upon absolute versus relative performance?
In reviewing annual incentive plans, approximately 90% of banks use bottom-line earnings in their annual scorecards. For approximately 50% of firms, the bottom-line metrics represent a majority of their goals for their annual incentive plans. These banks’ 2020 scorecards are at risk; they are evaluating how to address their annual plan for 2020. Do they change their goals? Do they utilize a discretionary overlay? And what are the disclosure implications if they are public?
There is a similar story playing out for long-term incentive plans — with a twist. The question for LTI plans is how much are performance-based goals based upon absolute versus peer relative profitability metrics? Two banks can have the same size with the same performance, and one bank’s LTI plan can be fine and the other may have three years of LTI grants at risk of not vesting, due to their performance goals all being based on an absolute basis. In the banking industry, slightly more than 60% of firms use absolute goals in their LTI plans and therefore have a very real issue on their hands, given the overall impact of Covid-19.
Firms that are impacted by absolute goals for their LTI plans have to navigate a myriad level of accounting and SEC disclosure issues. At the same time, they have to address disclosure to ensure that institutional investors both understand and hopefully support any contemplated changes. Everyone needs to be “eyes wide open” with respect to any potential changes being contemplated.
As firms evaluate any potential changes to their executive performance plans, they need to focus on principles, process and patience. How do any potential changes reconcile to changes for the entire staff on compensation? How are the executives setting the tone with their compensation changes that will be disclosed, at least for public companies? How are they utilizing a “two touch” process with the compensation committee to ensure time for proper review and discourse? Are there any ESG concerns or implications, given its growing importance?
Firms will need patience to see the “big picture” with respect to any changes that are done for 2020 and what that may mean for 2021 compensation.
How you pay your board may have a surprising effect on its total pay package, according to Bank Director’s 2020 Compensation Survey. This exclusive analysis has been created specifically for members of our Bank Services program.
Across asset sizes, banks paying an annual retainer generally award more total compensation to the board compared to their fee-only peers or those that award a mix of the two. This analysis focuses solely on cash compensation for the full board, in the form of meetings fees and retainers. Committee compensation is excluded due to variances in structure and meeting frequency, although 63% award committee fees.
Estimated Annual Pay, by Type and Asset Size
>$10B
$1B – $10B
$500M – $1B
$250M – $500M
<$250M
All Banks
Annual Retainer Only
$595,000
$380,000
$312,750
$180,000
$150,000
$400,000
Meeting Fee Only
$921,000
$120,000
$140,000
$105,000
$65,000
$107,500
Both Retainer + Fees
$225,000
$118,000
$90,000
$85,400
$77,500
$105,000
*Estimated annual pay assumes 10 directors per board and 10 meetings per year, based on the 2020 Compensation Survey.
The low usage of meeting fees by banks above $10 billion in assets, and of annual retainers by banks below $500 million in assets, result in smaller data sets for those groups.
So, are retainer-only banks overpaying their boards? Are fee-only banks underpaying theirs?
Board responsibilities have risen greatly since the last financial crisis more than a decade ago. Regulators expect more from directors; while the buck stops with the CEO, that individual ultimately reports to the board. So, while it’s hard to say what’s right and what’s wrong when it comes to board pay, the gradual, increased use of annual retainers — from 61% five years ago to 70% today — reflects a realization by many boards that their members are spending more time outside of meetings on bank matters, whether that’s reviewing board packets or educating themselves on issues important to the oversight of the bank.
Annual retainers can better demonstrate the amount of the work directors put in.
What’s more, technology has expanded how the board can meet. Some boards already offered phone and video conferencing options to more-remote members, like snowbirds who head south for the winter. The Covid-19 pandemic forced entire boards to adopt these measures, so they could become a more permanent feature for some. Should those attending virtually be compensated differently?
Annual Cash Compensation Per Director, by Type and Asset Size
>$10B
$1B – $10B
$500M – $1B
$250M – $500M
<$250M
All Banks
Annual Retainer Only
$59,500
$38,000
$31,275
$18,000
$15,000
$40,000
Meeting Fee Only
$92,100
$12,000
$14,000
$10,500
$6,500
$10,750
Both Retainer + Fees
$45,000
$28,000
$22,500
$17,900
$14,500
$24,000
*Estimated annual pay per director assumes 10 meetings per year, based on the 2020 Compensation Survey. The low usage of meeting fees by banks above $10 billion in assets, and of annual retainers by banks below $500 million in assets, result in smaller data sets for those groups.
Getting the compensation mix right is vital to attracting the new talent a board needs to oversee the bank. Boards are often seeking someone younger. They may be looking to add gender or ethnic diversity. Or they may be looking for new skills.
While the 2017 Compensation Survey indicated that directors serve for loftier reasons than a supplemental paycheck — 62% cited personal growth as the top reason they serve — new, younger directors could be balancing an already high-pressure career with family obligations. And other organizations could be seeking their valuable time. Your bank likely isn’t the only one in its community on the hunt for board talent.
“It’s difficult to fully compensate someone for their time as a director,” says Flynt Gallagher, president of Compensation Advisors. “If you’re going to pay them for the time they put in, the skills they bring to the board — they’d be unaffordable.”
But boards still need to make it worthwhile to serve. Simultaneously, they may feel pressure to maintain current pay levels during the economic downturn.
Compensation committees could consider awarding equity compensation, which wasn’t factored into this analysis. Equity provides a way to pay directors more — and gives them additional skin in the game — without having an outsized effect on total compensation. Roughly half of survey respondents, primarily at public banks, awarded equity to outside directors in fiscal year 2019, at a median fair market value of $30,000.
Bank Director’s 2020 Compensation Survey, sponsored by Compensation Advisors, surveyed 265 independent directors, CEOs, human resources officers and other senior executives of U.S. banks to understand trends around the acquisition of talent, CEO performance and pay, and director compensation. The survey was conducted in March and April 2020. Compensation data for directors and CEOs for fiscal year 2019 was also collected from the proxy statements of 98 publicly traded banks. Fifty-three percent of the total data represent financial institutions above $1 billion in assets; 59% are public.
The ability to pivot and adapt to a changing landscape is critical to the success of an organization.
The coronavirus pandemic has created a unique challenge for banks in particular. Government stimulus through the Paycheck Protection Program tasked banks with processing loans at an unheard-of rate, turning bankers working 20-hour days into economic first responders. Simultaneously, the altered landscape forced businesses to adopt a remote work environment, virtual meetings and increase flexibility — amplifying the need for safe and reliable technology platforms, enhanced data security measures and appropriate cyber insurance programs as standard operating procedure.
Prior to Covid-19, a major driver of change was the demographic shift in the workforce as baby boomers retire and Generation X and millennials take over management and leadership positions. Many businesses were focused on ways to attract and retain these workers by adapting their cultures and policies to offer them meaningful rewards. The pandemic will likely make this demographic shift more relevant, as the workforce continues adapting to the impending change.
Gen X and millennial employees are more likely than previous generations to value flexibility in when and where they work. They may seek greater alignment in their career and life, according to Gallup. The pandemic has forced businesses to either adapt — or risk the economic consequences of losing their top performers to competitors.
Many employees find they are more productive when working remotely compared to the traditional office setting, which could translate into increased employee engagement. In fact, the Gallup’s “State of the American Workplace” study finds that employees who spend 60% to 80% of their time working remotely reported the highest engagement. Engagement relates to the level of involvement and the relationship an employee has with their position and employer. Gallup finds that engaged employees are more productive because they have increased autonomy, job satisfaction and desire to make a difference. Simply put, increase engagement and performance will rise.
The demographic shift and a force-placed virtual office culture means that designing programs to attract and retain today’s workers require a well thought out combination of strategies. An inexpensive — though not necessarily simple — method of employee retention includes providing recognition when appropriate and deserved. Recognition is a critical aspect in employee engagement, regardless of demographic. Employees who feel recognized are more likely to be retained, satisfied and highly engaged. Without appropriate recognition, employee turnover could increase, which contributes to decreased morale and reduced productivity.
In addition to showing appreciation and recognizing employees who perform well, compensating them appropriately is fundamental to attracting and retaining the best. The flexibility of a non-qualified deferred compensation program allows employers to customize the design to respond to changing needs.
Though still relevant, the traditional Supplemental Executive Retirement Plan has been used to attract and retain leadership positions. It is an unsecured promise to pay a future benefit in retirement, with a vesting schedule structured to promote retention. Because Gen X and millennials may have 25 years or more until retirement, the value of a benefit starting at age 65 or later could miss the mark; they may find a more near-term, personally focused, approach to be more meaningful.
Taking into consideration what a younger employee in a leadership, management, or production position values is the guide to developing an effective plan. Does the employee have young children, student loan debt or other current expenses? Using personalized criteria, the employer can structure a deferred compensation program to customize payments timed to coincide with tuition or student loan debt repayment assistance. Importantly, the employer is in control of how these programs vest, can include forfeiture provision features and require the employee perform to earn the benefits.
These benefits are designed to be mutually beneficial. The rewards must be meaningful to the recipient while providing value to the sponsoring employer. The employer attracts and retains top talent while increasing productivity, and the employee is engaged and compensated appropriately. Banks can increase their potential success and avoid the financial consequences of turnover.
Ultimately, the pandemic could be the catalyst that brings the workplace of tomorrow to the present day. Nimbleness as we face the new reality of a virtual office, flexibility, and reliance on technology will holistically increase our ability to navigate uncertainty.
