Incentive Plan Adjustments in the Current Challenging Environment

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2023 continues to be a challenging year for financial institutions. While banks planned for interest rate increases, few expected bank failures or immense pressure on deposit pricing. The recent bank failures and lower profitability outlook has been priced into the stock market, with the KBW Nasdaq Bank Index down nearly 20% year to date.

As a result, annual incentive payouts are trending lower than in recent years and the value of equity holdings has diminished at many banks. Award payouts are likely to be between threshold and target levels. The talent market, which has cooled somewhat, remains healthy and will pressure compensation committees to consider an appropriate balance of accountability, fairness and retention in incentive plan determinations.

2023 Annual Incentive Plans
Most compensation committees are taking a wait-and-see approach, given the continued uncertainty for the rest of the year. While they may be able to defend making certain adjustments now, companies generally get one opportunity to make a change. If banks modify their goals midyear and the institution’s financial performance worsens, it would be very challenging to justify further adjustments or use discretion at year-end.

We expect a variety of outcomes for 2023 annual incentive plans. We do not expect changes to the metrics or plan design at banks with incentive plans that use performance metrics that are less impacted by the interest rate volatility or have a discretionary component. However, for incentive plans that have been significantly negatively impacted, we may see year-end discretionary adjustments or broad use of strategic or individual components that place performance in the context of the external environment and provide payouts that are reflective of management’s action in 2023. Any discretionary decisions are likely to result in modest and below-target awards, given reduced bank earnings and negative shareholder returns.

There are several questions for the committee to consider in determining the use of discretion:

• Should the same payouts be provided to the executives as to the broader participants?
• Did management take effective actions in response to the challenging external environment? Could the risks have been managed more effectively?
• Have other adjustments been made to the plan in recent years (for example, reducing payouts when external factors increased earnings)?
• How did the bank perform on a relative basis versus industry peers?
• How will the adjustments or discretionary payouts be described in the proxy? Does the justification provide sufficient support for the ultimate payout levels?
• How is the bank expected to perform on proxy advisors’ quantitative tests? If lower results are expected and scrutiny is likely to increase, is the committee comfortable with shareholder outreach and defending the decision?
• How has the bank accrued for the bonus and what level of payout is affordable?

Outstanding Performance Shares
Unlike annual incentives, it can be more problematic for the compensation committee to adjust long-term awards with vesting that is contingent on achieving financial or shareholder return goals. Modifying these awards may lead to increased expense costs and disclosure requirements, as well as substantially more shareholder criticism and Say-on-Pay issues. Fortunately, many banks use relative performance metrics, which, by their nature, automatically adjust for macroeconomic circumstances. As a result, we anticipate few banks will modify outstanding performance shares unless applicable language is currently built into their performance metric definitions.

Determining award payouts in 2023 will be a combination of results and compensation committee discernment. Compensation committees should review the banks’ incentive plan language and determine the extent of flexibility, discretion and adjustment permissible. A robust dialogue, using the considerations above, will aid in striking an appropriate balance of accountability, fairness and retention.

Regulators Revive Efforts to Pass Dormant Compensation Rules

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When it comes to incentive compensation, everything old is new again.

Financial regulators are expected to revive rulemaking on a number of compensation provisions that never went into effect but were mandated by the Dodd-Frank Act of 2010.

Some of the issues that bank and securities regulators could consider in the coming quarters include measures that will gauge executive pay against their performance, as well as mandate clawback provisions and enhanced reporting around incentive compensation structures, said Todd Leone, a partner and global head of compensation at consulting firm McLagan. He was speaking during Bank Director’s 2021 Bank Compensation & Talent Conference, held Nov. 8 to Nov. 10 in Dallas.

All banks with more than $1 billion in assets would need to comply with the final version of the enhanced incentive compensation requirements. Public companies, including banks, would need to comply with any final rules around clawbacks and pay versus performance. If the topics sound familiar, Leone reminded the crowd, it was because they were debated when the banking reform bill initially passed in 2010. Regulators considered rulemaking several years later. But the move to finally pass those rules could catch banks off-guard, especially when considering that rulemaking was essentially paused under the administration of President Donald Trump. Below is Leone’s overview of the proposed rules.

Clawbacks
Clawback provisions, or a company’s ability to take back previously awarded pay or bonuses after a triggering event such as a restatement of earnings, were a hotly debated topic of the post-crisis financial reform bill more than a decade ago. They also came into focus in the bank space after news broke about the Wells Fargo & Co. fake account scandal in late 2016. In 2017, the bank’s board announced it would seek $75 million in previously awarded compensation from two of the senior executives that it held accountable for the scandal. In response, a number of banks created clawback policies of their own.

In October 2021, the U.S. Securities and Exchange Commission, under Chair Gary Gensler, reopened the comment period for the clawback provision, or Section 954 of the act. Leone pointed out that the proposed rule defines a triggering event as an accounting restatement for a material error. A company has up to three years to claw back incentive pay linked to the financial information that is restated; potentially impacted employees include current or former executive officers. Leone expected a final rule by the second half of 2022 but recommended that audience members stand pat until something is published.

“Don’t touch existing policies, since it’s in flux,” he recommended for banks that created their own policies.

Pay For Performance
Pay for performance, or Section 953(a), is a proposed disclosure requirement for public companies, including banks, that would most likely appear as a table in the proxy statement. The disclosure compares total shareholder return for a company against a company-selected peer group, along with compensation figures of a company’s top executives. The company would need to state the principal executive’s reported total compensation for the current year and past four years, along with the average reported total compensation for other named executive officers over the current year and past four years.

Like the clawback proposal, this provision was first debated by the SEC in 2015; it is in “final rule stage,” according to the agency, and Leone believed it could go into effect in the second half of 2022. The rule could create a “fair bit more work” for companies to comply with, he said. But he believed it will have a similar impact on the industry as the CEO pay ratio disclosure, which compares the pay of the CEO to that of the company’s median employee and has yet to lead to significant changes in pay for either group.

Incentive Compensation Rules
Similar to the other two proposals, the enhanced incentive compensation rule, or Section 956, has come up again. The SEC included it as a proposed rule in its agency rules list for spring 2021. Leone joked that he had used the same presentation slide on the enhanced incentive compensation rule a decade ago. The rule has been proposed by regulators twice since the passage of Dodd-Frank: It was 70 pages when it was first proposed in 2011 but had grown to 700 pages when it was re-proposed in 2016, he said.

Leone believed this rule will come up again in the spring of 2022, and that rulemaking will take some time because a number of regulators will need to collaborate on it. It would apply to all banks with more than $1 billion in assets, along with other financial institutions such as credit unions and broker dealers. The requirements would vary based on asset size, with the biggest firms facing the most stringent rules around their incentive compensation agreements. Under previous iterations of the rule, financial institutions would need to include provisions to adjust incentive compensation downward under certain circumstances, outline when deferred incentive compensation could be forfeited and build in a clawback period of seven years.

In the end, Leone recommends banks be proactive when it comes to changing compensation rules.

“Expect more, not less regulation,” he said.

Structuring Incentive Compensation Plans for 2021

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Compensation committees wondering how to structure 2021 incentive compensation plans and goals should keep three principles in mind, says Laura Hay, managing director at Pearl Meyer, in a panel discussion focusing on compensation matters at Bank Director’s BankBEYOND 2020 experience.

Less complexity in a plan will bring more clarity to employees and the bank, she adds.

“Don’t overthink it,” she advises directors. “Think through what you’re trying to achieve and what would move the business forward.”

Plans should give employees “some control over the ability to control those outcomes,” she says, and should be developed with an eye toward the environment remaining uncertain for the time being. If a bank’s plan uses absolute metrics, which have performed particularly poorly in 2020, compensation committees may want to widen the performance range and reduce the absolute payout.

Hay was joined in this conversation with Bank Director CEO Al Dominick by Ken Derks, managing consultant at NFP Executive Benefits, and Todd Leone, partner and head of executive compensation at McLagan.

You can access all of the BankBEYOND 2020 sessions by registering here.

The Evolution of Strategic Business Objectives in Annual Incentive Plans

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incentive-8-19-19.pngBoards are increasingly looking for ways to appropriately align pay and performance for bankers in the face of the disruptive changes in the industry.

Post-financial crisis, many bank boards shifted to a scorecard approach as a way to improve their compensation governance and accountability. However, industry disruption has sparked an evolution of the scorecard itself.

Before the financial crisis, determining annual bonus payouts at banks was a singular, annual event. The compensation committee and the CEO compared the bank’s current financial results to the prior year, assessed the operating environment, considered last year’s bonus pool and adjusted bonus accruals accordingly. Higher performers got a little more than prior year; poor performers looked for new jobs.

Following the financial crisis, a search for improved compensation governance and accountability ushered in a movement to construct incentive plans with payouts specifically tied to financial outcomes. This resulted in the popular financial scorecard approach used by many banks today.

Most scorecards include “hardwired” financial goals (usually earnings per share, net income and return on equity), banking-specific metrics (deposits, credit quality metrics and expense management) and a component that reflects “individual” or “discretionary” evaluations of performance.

Scorecards have served the industry well and addressed concerns that the lack of transparency into banking incentive plans resulted in shareholders being unclear of exactly what performance they were rewarding. The industry is now in the midst of a new phase of disruption that has banks reexamining their business models and entering a period of significant transformation.

In response, boards are increasingly enhancing the qualitative component of their scorecards to add balance and encompass the progress executives have made against clearly articulated strategic business objectives (SBOs). These strategic components balance the “backward-looking” nature of financial metrics with a “forward-looking” assessment that focuses on improving future financial performance.

Trends in Strategic Business Objectives
An SBO is a goal or metric that generally supports a key business priority and can be measured and objectively evaluated. For many boards, delivering against SBOs is critical to ensuring sustainability of their franchise. While growing earnings per share is a proven measure of current business success, achieving other critical outcomes is essential to creating long-term value for shareholders.

Detailed SBOs are specific to each bank and reflect where the bank is in its life cycle or period of transformation. Recently, we have observed banks incorporating the following eight categories into their SBOs for bank bonus plans:

  1. Executing the Digital Strategy: Depending on the bank’s current digital state, this category evaluates the success of critical milestones, such as percentage of paperless customers, “app” rollout and usage rates and expansion of service offerings through the digital interface.
  2. Technology Enhancements: This can include initiatives such as cybersecurity upgrades, automated fraud detection and general infrastructure enhancements like enterprise resource planning rollout.
  3. Corporate Development: This objective centers on the bank’s execution of its M&A strategy. It reflects the board’s evaluation of acquisitions, divestitures and integrations throughout the year. Banks often set goals based on quality, rather than quantity, to avoid incentivizing “bad deals.”
  4. Branch Strategy: This rewards the expansion, contraction or footprint-specific goals tied to the bank’s strategy for brick-and-mortar branch presence.
  5. Fee-Income Initiatives: Boards want to compensate for successful growing non-interest income from existing products, new products and complimentary service offerings.
  6. Customer Metrics: This can be measured through various means, such as net promoter score, internal customer satisfaction ratings, call center resolution rates and client retention statistics.
  7. Compliance: This generally focuses on the performance against anti-money laundering (AML) objectives and other regulator-specific compliance priorities.
  8. Risk Management: Boards define this SBO by evaluating process-related rollouts, infrastructure enhancements and talent upgrades across the risk function.

Banks are looking to drive their key initiatives during this time of significant transition in the industry. To do so, they are increasingly using SBOs to underpin the strategic drivers of future value creation in their business. Linking these initiatives to annual incentive compensation can communicate the importance of the strategies to the organization, and align compensation to the successful execution of these strategies.

Six Ways to Grow Treasury Department Revenue

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retail-6-6-19.pngBankers looking to grow revenue from their treasury departments will need the support of branch staff to drive the effort.

Banks large and small sometimes struggle to maximize the lucrative opportunity of their treasury departments. To increase revenue, it is vital that employees in the branch discuss treasury products with new and existing customers. Here are six steps to get started.

Step 1: Create a Top-Down Directive
Everyone from the bank president to newly hired employees should understand the importance that treasury revenue plays in overall operations. Banks should not rely on branch staff to execute this initiative. Leadership must prioritize discussing and promoting treasury products if they hope to see a pickup in demand and improvement in revenue. All employees should be on board, and there should be a top-down directive from upper management on the importance of cross-selling treasury products.

Step 2: Set Goals and Metrics for Employees
After bank leadership has discussed the importance of treasury products and how they can serve customers’ needs, they should set measurable and attainable goals for branches and staff.

Banks should monitor and track the actual performance against the set goals over time and follow up on them. Recognize bank employees that meet or exceed expectations, which will boost motivation.

Step 3: Run an ACH Report
Tap into existing customers by mining Automated Clearing House data. Merchant services providers can provide a list of ACH descriptors that allows banks to identify customers who are using processing services outside the bank. From there, executives will need to determine what other products their existing customers are using. These leads are invaluable, and this is an easy way to identify cross-selling opportunities for existing customers who already have a trusted relationship with the bank. Banks should assign an employee to follow up with all the customers on these reports.

Step 4: Incentivize Referral Activity
Executives should incentivize their employees to promote treasury products through referral bonuses, commissions, referral campaigns and recognition. Use these campaigns regularly, but change them so they remain enticing for employees. One place to start could be with a quarterly referral campaign partnered with the current merchant services provider, which can be mutually beneficial and bolster excitement about treasury department offerings.

Step 5: Require Treasury Products with New Business Loans
Banks can also require customers to add certain treasury products as a loan covenant on new business loans. However, they should take pains to consider the needs of the prospective customer before requiring a product.

Adding this requirement means it will be vital to have treasury management specialists involved in initial meetings with prospective customers. After a proper needs assessment, they can craft a customized proposal that includes treasury products that will be of most use to the customer.

Step 6: Educate Staff
Bank employees will always be hesitant to bring up products that they do not fully understand, and may be concerned about asking questions. Education is central to combatting this, and the success of any effort to promote a bank’s treasury department.

Banks should implement cross-training seminars to educate all employees about product offerings. It should also be ongoing to keep employees engaged, and can include webinars, lunch-and-learns and new employee boot camps, among other approaches.

Review Your Director Equity Plans

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equity-4-17-19.pngOutside director compensation has been on the minds of shareholders and compensation committees after a 2017 court decision and a continuing focus of proxy advisory firms that recommend how institutional investors vote on matters presented to public company stockholders.

In late 2017, the Delaware Supreme Court issued a decision involving claims of excessive nonemployee director compensation at Investors Bancorp, a Short Hills, New Jersey-based bank. In that case, the court applied a higher legal standard to decisions made by directors about their own compensation.

Since the 2017 decision, other cases have been settled involving similar claims against public companies, and more new cases were filed in 2018. The two primary proxy advisory firms have also shown an enhanced focus since the 2017 decision on compensation awarded to outside directors.

With these cases in mind, focus on outside director compensation continues, and public companies especially should review their decision-making processes about discretionary stock equity plans and non-employee director compensation.

Stockholder claims concerning the conduct of directors generally are subject to review under the business judgment rule, where the presumption is that the board acted in good faith, on an informed basis and in the best interests of stockholders.

In cases where the business judgment rule applies, the court will not second-guess a board’s business decision.

Before the Investors Bancorp decision, this was the standard applied to cases challenging director compensation decisions, with a few exceptions. In the cases where the Delaware courts reviewed challenges to director compensation approved by directors themselves, the courts recognized a stockholder ratification defense for director compensation in cases in which stockholders had approved the following:

  • An equity plan that provides for fixed awards
  • The specific awards made under an equity plan
  • An equity plan that includes “self-executing” provisions—awards that are determined based on a formula specified in the plan without further discretion by the directors
  • An equity plan that includes “meaningful limits” on director compensation—a cap on the awards that could be made to nonemployee directors

In cases where a company can take advantage of the stockholder ratification defense, the company can seek dismissal of the stockholder claim under the business judgment rule.

In the Investors Bancorp case, the Delaware Supreme Court considered the scope of stockholder ratification of director compensation decisions for the first time in more than 50 years, and in doing so limited the ratification defense when directors make equity awards to themselves under an equity incentive plan.

The Delaware court determined that the more onerous rule—the “entire fairness” test—applies, where a plaintiff can show a majority of the board was interested or lacked independence regarding the decision, or would receive a personal financial benefit from the decision.

For equity grants awarded to directors under the plan, that test requires the board to prove equity incentive awards they grant themselves are fair to the company and its stockholders. The Delaware court found that while the stockholders in the Investors Bancorp case had approved the general parameters of the equity plan that contained a limit on the aggregate amount of stock awards that could be made to directors, they had not ratified the specific awards to directors and, therefore, the business judgment rule did not apply.

The decision therefore calls into question whether the ratification defense is still feasible for plans that contain only “meaningful limits” on director awards. The Delaware Supreme Court sent the case back to the lower court to review under the entire fairness standard, and that case is currently pending.

Key Takeaways
Boards and compensation committees should consider the following to mitigate potential risks in implementing equity incentive plans or making awards to directors under existing equity incentive plans:

  • Careful consideration of peer group selection
  • Retention of a compensation consultant experienced in banking
  • Whether to include director compensation limits in equity plans
  • Ensuring that director compensation decisions are made after a robust process that accounts for market practices and peer group practices

And finally, boards and compensation committees should carefully describe the decision-making process and other key factors for equity awards to nonemployee directors in the company’s annual proxy statement.

How to Give Employees a Slice of the Tax Reform Pie

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compensation-3-2-18.pngThe $1.5 trillion tax law that was signed in December reduces the corporate tax rate from 35 percent to 21 percent, and should provide an economic windfall for U.S. companies as well as the banking industry. The legislation does include some negative impacts to executive compensation by ending the performance-based exemption through Internal Revenue Code Section 162(m) for compensation over $1 million, but overall, the change in tax rate should bring additional revenue to all companies. Employees are expecting a slice of the pie.

Several Fortune 500 companies, including Wells Fargo & Co., AT&T, JP Morgan Chase & Co., U.S. Bancorp, Wal-Mart, Apple and The Walt Disney Co. have given employees special bonuses, and in certain instances have raised the minimum wage to $15 per hour. These bonuses and raises were given without consideration to employee or company performance, and may set expectations or encourage a feeling of entitlement to future compensation increases regardless of performance.

Community banks should exercise caution when making special salary adjustments and bonus payouts. Salary increases and bonuses without performance or market-driven reasons will drive up fixed costs for the bank, which could impact the achievement of future budget or profitability goals. Raising the minimum wage may also cause salary compression at lower levels of the organization, and make differentiating pay between managers and employees, or high performers and low performers, difficult.

Be Strategic with Salary Increases
Because employee expectations for pay increases are high in relation to the potential for the organization to reap additional profits, we recommend that banks make strategic changes to their salary increase methodology.

One such change is to increase the overall budget for salary increases. A study conducted by Blanchard Consulting Group at the end of 2017, which included over 100 banks, found that the average projected salary increase in the banking industry is 3 percent for 2018. Instead of raising the minimum wage, an alternative would be to increase the salary increase budget from 3 percent to 3.25 or 3.5 percent. This would allow all employees to enjoy the windfall from the additional income projected from tax reform, and maintain the bank’s ability to tie performance and market position into the salary increase process. For example, if an employee is meeting performance expectations, that person would be eligible for the higher base salary increase of 3.25 percent. If the employee is exceeding performance expectations or the salary is below market, that employee may get a higher increase. If the employee is meeting some expectations or no expectations, that individual may get half of the budgeted increase or no increase at all.

Use the Windfall to Increase the Bonus Pool
In regard to employee bonus plans, your bank may consider increasing its annual incentive plan payout levels to coincide with the anticipated increase in bank profitability. For example, if the target bonus payout was 4 percent of salary (or about two weeks’ pay) for staff-level employees, the bank may want to increase the target payout to 6 percent of salary because of the additional profits from the tax reform law. In order to pay out this 6 percent bonus, end-of-year bank profitability goals still need to be met, which keeps the employee’s focus on performance and does not encourage a feeling of entitlement to the bonus payout.

We also recommend that a threshold payout—the minimum performance level at which a bonus may be paid—be incorporated into the incentive plan design. The payout may be linked to a performance goal that is similar to the previous year’s profitability level, with a bonus amount equal to the previous year’s payout. This methodology could also be used for officer and executive plans that typically incorporate higher payout opportunity levels.

If your bank considers this approach, we recommend testing the reasonableness of the program by examining the total payouts of your bonus plan for all employees (staff and executives) as compared to total profits. Typically, if a bank is meeting budget, the bonus plan will share approximately 10 percent of the profits with all employees through cash incentive payouts. If the bank is exceeding budget—for example, profits are 20 percent above the target—the bank may share 15 to 20 percent of the profits with employees.

The passage of tax reform has created an expectation with employees across the nation that their compensation packages will be positively impacted. Despite the expected positive effect on bank income, it is still a difficult environment for banks due to regulations and increased competition. We recommend that banks be strategic in allocating increased profits into a compensation plan that rewards employees for performance and ensures that the bank is meeting or exceeding its annual goals.

Optimism Reigns as the Banking Industry Faces Technology Challenges and New Regulation

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compensation-10-25-17.pngThere was a lot of optimism among the crowd of more than 200 during the first full day of Bank Director’s 13th annual Bank Compensation & Talent Conference Tuesday, which included bank CEOs, board members and human resources executives. It was almost as if the prior day’s rains had passed and the day’s breeze and sunshine at The Ritz-Carlton, Amelia Island, lightened the mood. For instance, a full 95 percent of the audience in a poll felt that a bank can create a culture of innovation.

Here are a few takeaways from the conference to consider:

Culture is key to one’s future success. Regardless of size, bank executives and board members exert tremendous influence on the long-term culture and success of an institution. Culture manifests in various ways. It may be the board asking challenging questions. It might be figuring out the right incentive structures to encourage growth without undue risk.

Doug Kennedy, president & CEO of Bedminster, New Jersey-based Peapack-Gladstone Bank, a $4.7 billion asset bank, talked about organic growth, while Frank Leto, president & CEO of Bryn Mawr Bank Corp. in Bryn Mawr, Pennsylvania, which has $3.48 billion in assets, explained his approach to growing through a combination of organic growth and targeted acquisitions. His bank has done eight deals in nine years. Juxtaposing their leadership styles reminded the audience that there is not a one-size-fits-all approach to scaling a company.

Having talked with both Kennedy and Leto onstage and off, I’m impressed with their commitment to their teams, communities, investors and clients. Determining the right pay structure for the CEO is not a routine exercise, so I’m sure I’m not the only one apprehensive about the soon-to-be-disclosed CEO-employee pay ratio for public companies. Specifically, this Securities and Exchange Commission (SEC) rule requires companies to include in the proxy statement the median employee’s total compensation, the CEO’s total compensation and the ratio of the two.

I can see the unfortunate headlines in local markets when news comes out. Susan O’Donnell, partner with Meridian Compensation Partners, stressed the urgency for banks to begin the process of collecting relevant data and developing communication plans if they have not already started, given the rule goes into effect for proxies filed in 2018. Don Norman Jr., partner with the law firm Barack Ferrazzano Kirschbaum & Nagelberg in Chicago, worried that this new requirement may inadvertently punish those banks that hire a lot of entry-level positions, as such salaries will increase the ratio.

Another challenge ahead for banks is the need to recruit tech talent. I was a bit perplexed to see that in our audience poll, 44 percent still cite finding commercial lenders as the top recruitment challenge for their banks. I would have thought that tech talent—which received a mere 9 percent of the vote—would have dominated the poll given the accelerating pace of change driven by the digitization of financial goods and services.

Another result that surprised me? Sixty-six percent believe their bank has the right executive-level talent in place to guide the bank’s technology initiatives and implement innovative solutions throughout the organization. Given how much angst exists for the future of banking—and the supposed lack of next generation leadership, 66 percent aren’t worried about having the right people in place at all. It might be true that the current generation of banking executives will be able to lead the way in finding and recruiting new talent, but still, I wonder this may be easier said than done.

Still, I remain optimistic about the future of the banking industry as a whole. This conference has always been a meeting ground for the banking industry’s key leaders to meet, engage with one another and learn. Indeed, most of the speakers talked about culture and growth along with compensation, recruitment, training and development. Programs like these help bank officers and directors to think about the challenges ahead and how they might solve them. While sunny days will not be on every day’s outlook, I do sense a true note of optimism.

Managing Today’s Compensation Risk

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Regulatory attention on incentive compensation is heightened following the Wells Fargo scandal, posing a greater burden to boards and management teams. Todd Leone and Gayle Appelbaum of McLagan, part of Aon plc, explain what tools banks should use to mitigate compensation risk and the questions boards should be asking about incentive compensation arrangements.

  • Increased Scrutiny on Compensation Plans
  • Tools to Mitigate Compensation Risk
  • Questions to Ask About Incentive Compensation
  • Balancing Compensation Risk with Attracting Talent

Do You Have Effective Incentive Plans for Your Commercial Lenders?

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incentive-6-23-17.pngCommercial banking is a core business for most regional and community banks. It is a key driver of profitability as well as organizational growth, and frequently serves as the entry point to many of the bank’s other businesses, such as wealth management, treasury services and deposit gathering. The competition for talent and growth within commercial lending has never been higher, and as a result, commercial lenders continue to be among the mostly highly paid and highly incentivized individuals in the bank. It is of critical importance therefore to think carefully about maximizing your bank’s return on its lender compensation by thoroughly evaluating your incentive programs for this group. Do the plans motivate the right behaviors, properly consider risk elements and successfully align compensation with performance?

Incentive Goals
The first step in evaluating the effectiveness of the incentive plan for the commercial lending group is evaluating the business priorities of the lending group.

  • What is the preferred balance between profit and growth for each of the commercial businesses?
  • How should your business segmentation impact your plan design? For example, does the bank need multiple incentive plans to align with segmentation between C&I and commercial real estate, or one incentive plan covering multiple loan types?
  • What are the cross-selling or referral expectations for lenders?
  • What products and behaviors should your lenders pursue in order to encourage sticky relationships with your commercial clients?
  • What is the performance culture of the commercial lending group, and how can the incentive plan reinforce it?
  • What are the bank’s goals for specific types of commercial business in terms of client type, industry and loan size? For example, if the bank prioritizes C&I loans due to their typically higher level of fee income and associated deposits, rather than larger CRE loans, the incentive plan should reflect that priority.

These are just a few examples of the types of questions that bank board members and executives should be asking right now as they evaluate their commercial lender incentive programs. In order to properly contribute to the bank’s overall success, the incentive plan design and performance goals must reflect the bank’s priorities for the commercial lending group.

The exhibit below highlights some of the most common productivity goals used for commercial lenders at regional and community banks. Data is taken from a flash survey of regional and community banks that was conducted by McLagan earlier this year and that covered a variety of commercial lending topics.

incentive-plan-chart.png

Aligning Pay With Performance
In addition to identifying plan goals vis-à-vis departmental priorities, it is important to evaluate the alignment of incentive awards with the performance necessary to earn those awards. In short, what is the bank’s return on its incentive payments to lenders? If performance and awards are not appropriately aligned, the bank may be overpaying for mediocre performance or not appropriately rewarding its high performers, either of which can have a negative impact on long-term corporate performance.

Robust performance and payout modeling is particularly important when a new or revised incentive program is implemented—changes to plan payout methodologies may necessitate changing performance expectations for lenders. For example, if incentive payout targets are increased in order to remain externally competitive, do performance targets need to increase as well in order to provide an appropriate return to the bottom line?

Risk Considerations
While lender productivity generally has the biggest impact on plan awards, incentive plans cannot ignore risk considerations. The actions of commercial lenders today can have a significant impact on the bank’s credit quality and profitability in future years, and incentive plans should be designed to mitigate any behaviors that are not in line with the bank’s risk policies. In some cases, risk factors may be included as specific objectives under the incentive plan. More frequently, mechanisms outside of the core plan are used to safeguard against risky behaviors or poor risk outcomes. Common plan mechanisms include credit quality payout triggers, clawbacks that seek to recapture pay that has already been awarded, and deferrals that pay out based on long-term risk outcomes, among others.

In summary, commercial lenders can have a significant impact on your bank’s organizational success, and your commercial incentive plan can have a significant impact on the business and behaviors that your lenders pursue. As you begin to plan for 2018, take time now to evaluate the alignment between goals and business needs, payouts and performance, and plan features and risk policies. Doing so will help your bank maximize the potential organizational impact of its commercial incentive dollars.