Community Bank Compensation Trends & Best Practices

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1 QUALITY INDEPENDENT VALUE RELATIONSHIP EXPERTISE Community Bank Compensation Trends & Best Practices Matt Brei SVP & Partner Direct: September 22, 2014

2 Key Topics To Be Covered Total Compensation for Executives & Staff Base Salary Annual Cash Incentives & Bonuses Long Term & Equity Based Compensation Benefits & Perquisites Board Compensation & Composition Retainers, Meeting Fees, Chair Fees, etc. Compensation Scorecard End of Presentation! 2

3 Compensation Trends Survey Demographics Blanchard Consulting Group conducted a survey of 2014 compensation trends during the first quarter of A total of 231 banks completed the survey. The respondents included 84 public and 147 private banks. The asset size and regions of the respondent banks are summarized below. 23% Asset Size Breakdown 20% 33% 24% <$250M $250M $499M $500M $999M $1B and above Region Breakout Northeast 7% Southeast 13% Southwest 6% Midwest 49% West 25% 3

4 Elements of Total Compensation Total Compensation Cash Salary Compensation Compensation Incentive/Bonus Qualified Plans Compensation Equity Plans Non Qualified Equity Plans Plans Qualified Plans Other Benefits & Perks Annual Salary Hourly Wages Annual Bonus Annual Incentive Plan Stock Options Restricted Stock Phantom Stock Stock Appreciation Rights (SARs) Performance Units Supplemental Executive Retirement Plans (SERPs) Salary Continuation Plans (SCPs) Deferred Compensation Plans (DCPs) Pension 401(k) ESOP Profit Sharing Supplemental Disability Long Term Care Employment Agreements Change in Control (CIC) Agreements Country Clubs, Auto Allowances, etc. 4

5 Compensation Philosophy Approximately One Third Have a Formal, Written Compensation Philosophy 29% 6% Yes 32% No 33% We have an informal philosophy but nothing is written down No, but we are putting one in place A Compensation Philosophy should be linked to the strategic plan, provide direction for HR and manager decision making processes, defines market positioning, and is unique to each organization. Note: Compensation philosophies should be reviewed at least annually and adjusted as necessary to support business strategy changes. 5

6 Salary Trends 7% 2014 Salary Increases Planned 93% No 2014 Salary Increases 93% of the 231 participating banks increased salaries in 2014 (2013 survey had 92%). The median expected salary increase was 3% (same as reported in 2013). Approximately two thirds (62%) of the responding banks have a salary grade/range system. Median salary grade/range adjustment was 2.4% in Over three fourths (87%) of the participating banks have a formal performance management/performance evaluation system in place. 6

7 Salary Grade Design Best Practices Driven by Pay Transparency, Non Discrimination, and the Strategic Use of Salary Budgets and Related Decisions. Market benchmark salary levels for between 1/2 and 2/3 of the positions at the Bank every two three years; remainder are generally slotted by using internal equity considerations. Assess the grades and possibly make minor adjustments on an annual basis. Standardize and define the levels of positions Employees should know what skills and/or experience are required to move up a level in a given role. Separate supervisors from the staff they supervise by at least one salary grade. Use standard grade widths and midpoint differentials throughout the system to allow for easy administration. Grade widths and midpoint differentials may increase in the higher grades allowing for more growth within a grade for career level positions. Use broadband grade(s) for the senior executive team and benchmark executive salaries and cash compensation levels to the market at least every two years. 7

8 Base Salary Review Steps Step 1: Evaluating the Position 1. Review Job Description: duties, accountabilities, knowledge, skills, and abilities. 2. Review Responsibility Level: supervision, decision making authority, impact on policy and procedures. 3. Experience Level: necessary banking experience, supervisory experience, and education level. Step 2: Review Market Compensation Data Example Resources: 1. Proxy data from publicly traded companies (executives) 2. Market surveys regional, national, state (all employees) 3. HR department/compensation consultant s internal database 8

9 Base Salary Review Steps (Cont.) Step 3: Determine Other Influences on Market Value 1. Asset Size: Evaluate market values based on the asset size of the Bank. Has a bigger impact on executive officer compensation. 2. Geography: Consider geographic location and impact on salaries. Cost of salary and wage levels (Economic Research Institute). 3. Production Level: Production positions may have a different market value for level of production. Examples: portfolio size or branch/region deposits may influence the market value. 4. Responsibility Level: Support positions may have a different market value based on responsibility levels, supervisory duties, or the ability to handle complex issues. Step 4: Determine an Appropriate Market Value for the Position/s Then for the Individual/s 9

10 Salary Increase Matrix This table shows an example of a performance based salary increase matrix. The percentages will vary based on the bank s budget, the employee s performance, and the employee s positioning within their salary range. ** This is part of a strategic salary administration process ** Employee Salary as a Percent of Grade Midpoint Baseline/Target Percentage Increase = X% Minimum to 90% of Midpoint 90.1% to 109.9% 110% to Maximum Low in Salary Range Middle of Range High in Range Employee Performance Rating Salary Increase Percentages Far Exceeds Expectations X% X% X% Exceeds Expectations X% X% X% Meets Expectations X% X% X% Does not Meet All Expectations X% X% X% Fails to Meet Expectations X% X% X% 10

11 Scoring Questions ** If you answer yes, give yourself a point #1) We have a written compensation philosophy at our bank #2) We have a formal salary grade system at our bank #3) We tie our annual salary increases to performance #4) We benchmark the majority of our positions to competitive market data at least once every 2 to 3 years 11

12 Basic Principles of Incentive Plans Objectives Motivate and reward achievement of pre defined goals and metrics Reward employees for performance that is within their control Align employee behaviors with the Bank and shareholders Position total compensation at a market competitive position to encourage retention Provide upside and an ability to differentiate superstars Key Considerations Today Consider the riskiness of plan designs Determine the appropriate balance between profitability, quality, and strategy Implement clawback features Assess the usefulness of possible deferrals ** Do we have effective controls, administration, documentation, and corporate governance surrounding our incentive plans? 12

13 Types of Annual Incentive Plans Formal Performance Based Plan 42% Pooled Approach/Profit Sharing Based on Profits at the End of the Year Discretionary Incentive Plan 13% 26% Currently Designing an Annual Incentive Plan 3% We Do Not Have an Annual Incentive Plan 12% Other 4% Highest prevalence is performance based plans. Just over half (57%) of the banks reported having a formal and central document that lists out the various incentive plan(s) and describes how each of the incentive plan(s) work. Almost three fourths (74%) of banks reported their compensation committee has reviewed their incentive plans for risk. Approximately half (56%) of respondents reported that they have modified (within the past 3 years) their incentive plan(s) due to the changing bank regulations (this decreased from 2013). 13

14 Annual Incentive Plan Payouts & Goals 9% 1% Incentive payouts 90% No incentive payouts No payouts for executives; however, will have some payout for staff 90% of banks intended to/or have paid incentives for 2013 performance (87% in the 2013 survey). 62% of respondents with an incentive plan set incentive goals for the CEO and/or Senior Management based on the bank s budget. Approximately one third use a combination of both the bank s budget and comparisons to a peer group (i.e. ROA must be at the 65th percentile of the peer group). 14

15 Incentive Plan Goals The most prevalent profitability and/or strategic incentive criteria used: CEO Incentive Criteria: Sr. Management (CEO Direct Reports) Criteria: Net income (63%) Net income (63%) ROA (42%) Loan Growth (52%) ROE (35%) Deposit Growth (45%) Strategic Planning Goals (34%) ROA (40%) Loan Growth (33%) Strategic Planning Goals (38%) NPAs & Board Discretion (both 31%) NPAs & Efficiency Ratio (both 33%) ROE (32%) 15

16 Common Incentive Plan Design Award Opportunity Levels Award Objectives Tier Name Title Threshold Target Max Bank Department/ Individual I Executive I President & CEO X% X% X% 90% 10% Executive 2 EVP X% X% X% 75% 25% II Executive 3 EVP X% X% X% 75% 25% Executive 4 EVP X% X% X% 75% 25% III Executive 5 SVP X% X% X% 50% 50% Executive 6 SVP X% X% X% 50% 50% Executive 7 SVP X% X% X% 50% 50% Percent of Salary Weighting of Award Tier positioning varies by bank, but should be defendable and non discriminatory Award opportunity levels will frequently vary based asset size of bank + compensation philosophy, salary levels, other available compensation programs Weighting of bank and department/individual goals in this example are just a guide these will often vary slightly from bank to bank and individual to individual 16

17 Regulatory Impact on Incentives CANNOT TALK INCENTIVES WITHOUT ACKNOWLEDGING THE REGULATORY IMPACT Regulators Joint Guidelines on Sound Incentive Compensation (June 2010) Impacts all banks through the regulatory process (safety and soundness exams / CAMELS ratings). Supports pay for performance programs, as long as they are designed appropriately and are not viewed as excessive and do not encourage unnecessary and excessive risk. Recommends that incentive compensation programs utilize a combination of both profitability goals and strategic goals that are linked to the Bank s long term viability. Incorporates a review of compensation programs as part of the regulatory review process. Recommends that the board of directors/compensation committee should directly approve compensation arrangements involving senior executives and closely monitor such payments. Dodd Frank Act A Number of Areas (Banks over $1B) Clawbacks, Pay Disparity, Pay for Performance, Risk Reviews Reg Z Mortgage Lender Incentive Rules Cannot pay incentives based on profitability, interest rate, or other terms of the loan 17

18 Clawbacks 27% of Respondents Have a Clawback Policy 6% 67% 27% Clawback Policy No Clawback Policy We are working on implementing one Example Clawback Provision: The Bank may recoup incentive compensation paid to covered executives (or some other identified employees) in instances where: (i) the Bank issues a material restatement of its financial statements; (ii) a subsequent finding that the financial information or performance metrics used to determine the amount of the incentive compensation are materially inaccurate, in each case regardless of individual fault; (iii) a covered executive or lending officer engages in intentional misconduct; or (iv) the covered executive has committed ethical or criminal violations. In addition, the Bank may recover any incentive compensation awarded or paid based on a covered executive s conduct which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Bank and its affiliates. The purpose of this policy is to help ensure executives act in the best interest of the Bank. The Compensation Committee will consider all relevant factors and exercise business judgment in determining appropriate amounts to recoup as well as the timing and form of recoupment. 18

19 Dodd Frank Upcoming Items Pay Disparity Ratio* Pay For Performance* 14% 10% Yes 6% Yes No 42% 52% No 76% We are planning to do this in 2014 We are planning to do this in 2014 Dodd Frank will require public companies to disclose in the proxy the median annual compensation of all employees, the CEO, and the ratio of the two. Only ten percent (10%) of the public bank respondents have calculated this ratio. Only fourteen percent (14%) of the public bank respondents are planning to calculate this ratio in Dodd Frank requires public companies to report, in the proxy, the relationship between the actual Named Executive Officers (NEOs) compensation and company financial performance. Approximately half (52%) of the public bank respondents have conducted a pay forperformance analysis. *The above charts are based on the responses of public banks only (n=84). 19

20 How to Reduce Risk in Annual Incentive Plans 1. Avoid excessive incentive payout opportunity levels and/or uncapped plans Conduct market research studies to ensure award opportunities are reasonable and appropriate 2. Review Performance Measures Use a variety of internal and external performance measures Ensure an appropriate number of measures (not one & not too many) Do not focus solely on single short term financial metrics like net income and ROA Incorporate asset and credit quality metrics Include individual performance metrics and some level of discretionary adjustment Ensure a link to the Bank s strategic plan and long term strategic goals 3. Ensure performance targets are not set too high or too low Use historical bank and peer group information to ensure goals are appropriate 4. Use annual or multi yearperformance payout periods Remove quarterly payments and short turnarounds on awards 5. Ensure appropriate plan approval, governance, documentation, and communication 6. Consider implementation of a Clawback policy 7. Consider deferring a portion of incentives in cash or stock 20

21 Scoring Questions ** If you answer yes, give yourself a point #5)Wehaveaperformance based cash incentive/bonus plan #6) We utilize more than one lone financial goal in our cash bonus/incentive plan #7) We have documentation that discusses how our incentive plan/s work #8) We have considered the riskiness of our incentive plan design and goals #9) We have discussed/reviewed the regulatory impact on our various incentive plans and have made modifications if necessary to these plans 21

22 Common Types of Equity Based Incentives Real Equity Actual shares of stock, which create real equity holdings and shareholder dilution Incentive stock options (ISOs) Nonqualified stock options (NSOs) Stock appreciation rights (SARs) stock settled Restricted stock Synthetic Equity Value is tied to share price, but no real stock is transferred (cash payments) Stock appreciation rights (SARs) cash settled Phantom stock Performance shares Restricted Stock Units cash settled Reminders: **Appreciation Based Vehicles (example: stock options) value is only created with appreciation over time ** Full Value Vehicles (example: restricted stock) value is immediate and is always there so long as share has value 22

23 Equity Based Plans Current Trends Omnibus plans very prevalent, a best practice, and provide flexibility Restricted stock (full value awards) becoming recommended and very prevalent Private banks should be discussing the usefulness of long term awards Phantom stock, cash settled stock appreciation rights, performance units Performance based grants are a best practice Stock ownership guidelines and stock holding requirements for executives and directors are becoming best practice (especially in public banks) Some banks have moved to Concept of One Performance Based Incentive Plan and the key is what the award opportunities will be in total and what part will be paid in short term cash and what part will be paid in longer term equity based awards 23

24 Equity Incentives & Longer Term Compensation The table below shows the prevalence of equity based compensation programs.* Stock options 41% Restricted stock 30% Stock appreciation rights (stock settled) Stock appreciation rights (cash settled) 3% 5% Phantom or synthetic stock 8% Supplemental retirement program (SERP, Salary Continuation, etc.) Deferred compensation plan (with both a company match or contribution and an employee contribution) Deferred compensation plan (with no company match or contributions) We do not currently have any equity, "synthetic equity", or deferred compensation program(s) in place 17% 20% 31% 31% * Respondents were allowed to choose more than one option; therefore, the percentages will not sum to 100%. 24

25 Executive & Director Ownership Guidelines Equity ownership requirements are usually defined as a fixed number of shares or a multiple of salary (or director fees). Equity retention/holding requirements are becoming more common. Retention policies will often be applied in coordination with ownership requirements. Executive Ownership Guidelines Director Ownership Guidelines 4% 14% Yes 4% 27% Yes 82% No 69% No We are in the process of adopting/exploring such a policy We are in the process of adopting/exploring such a policy 25

26 Accounting and Tax Impact of Equity Based Incentives Description Form of Equity Accounting Impact (Bank) Tax Impact (Executive) Add l Factors Most Common Appreciation Based Equity Vehicles Incentive Stock Option (ISO) Settled in stock at exercise where value is based on increased stock price from grant date to settlement date. Fixed at grant date accounting based upon grant date fair value and expensed over vesting period. Taxed on appreciation Capital gains eligible Taxed at sale Impacts fully diluted EPS; not eligible for additional NQ deferral Nonqualified Stock Option (NSO) Settled in stock at exercise where value is based on increased stock price from grant date to settlement date. Fixed at grant date accounting based upon grant date fair value and expensed over vesting period. Taxed on appreciation Ordinary income Taxed at exercise Impacts fully diluted EPS calculation Non 409A treatment Cash SAR Paid in cash based on increased value in stock price from grant date to settlement date. SAR measured at fair value on grant date; SARs expensed vesting period and remeasured each reporting period at fair value until settled. Taxed on appreciation Ordinary income Taxed at settlement Earnings dilution Non 409A treatment Stock SAR Settled in stock where value is based upon increase in stock price from the date of grant to the settlement date less the stock basis and taxes due. Fixed at grant date accounting based upon grant date fair value and expensed over vesting period. Taxed on appreciation Ordinary income Taxed at settlement Impacts fully diluted EPS calculation Non 409A treatment Most Common Full Value Equity Vehicles Restricted Stock Settled in stock when vesting conditions are met; value based upon stock price at vesting date. Fixed at grant date accounting based upon grant date fair value and expensed over vesting period. Taxed on full value Ordinary income (or 83(b)) Taxed at vesting (or grant) Earnings dilution Non 409A treatment 1 Phantom Stock Paid in cash that increases in value based upon the full value of the stock plus any appreciation from the date of grant to the settlement date. Phantom Stock is measured at fair value on grant date; Phantom Stock is remeasured each reporting period at fair value until award is settled. Taxed on full value Ordinary income Taxed at settlement Earnings dilution Non 409A treatment 26

27 Blanchard 2014 Employee Benefits & Perquisites Survey PRELIMINARY Blanchard Consulting Group conducted a survey of employee benefits and perquisites during the summer of We provide some preliminary findings from the survey on the next few pages. A total of 122 banks completed the survey. The respondents included 34 public and 83 private banks. The asset size and regions of the respondent banks are summarized below. Asset Size Breakdown 23% 19% 27% 31% <$250M $250M $499M $500M $999M $1B and above Region Breakout Northeast 10% Southeast 29% Southwest 11% Midwest 40% West 10% 27

28 Benefits & Perks Survey Employment Agreements No 48% Yes 52% 52% of respondents either have an employment agreement with a change in control (CIC) provision in place or have a CIC agreement in place. The most prevalent CIC multiples for the CEO were: 2x to 2.5x (34%) Greater than 1x but less than 2x (17%) 3x or above (17%) The severance benefit payout is typically a multiple of salary, cash compensation (salary + annual cash incentive/bonus), W2 average compensation, etc. at the time of termination. Half of the respondents (51%) who pay CIC severance benefits to the CEO base the benefit on the CEO s salary. 28

29 Benefits & Perks Survey SERPs/SCPs Which executive(s) have a SERP or SCP? 7% CEO only 50% 38% CEO and other executives 5% Other executives (outside of the CEO) only We do not currently offer a SERP/SCP Supplemental Executive Retirement Plans ( SERPs )/Salary Continuation Plans ( SCPs ) are nonqualified retirement plans that are typically designed for key executive officers. These plans can be structured to replace a specific percentage of the executive s final pay (i.e. 60% to 80% when added to social security and qualified benefits) or to provide a fixed dollar amount (i.e. $50,000 annually). Some banks are starting to utilize performance based retirement programs. The annual retirement accruals or the final retirement benefit is linked to the achievement of overall bank or individual performance factors. 29

30 Benefits & Perks Survey DCPs Does your bank offer a Voluntary Deferred Compensation Plan (DCP) for your executives? 69% 31% Yes No As a result of the limitation on employee contributions to qualified plans (i.e. 401K), a few banks (31% of responding banks) utilize deferred compensation plans for their top executives. These deferral plans allow officers to voluntarily defer their salary and/or annual cash incentive/bonus on a pre tax basis and earn a pre tax rate of return. 30

31 Benefits & Perks Survey Perquisites The table below shows the prevalence of perquisites offered to executives at each of the participating banks.* Country club memberships 61% Health club memberships 12% Car allowance/company car 82% Tax preparation/financial planning or counseling 4% Supplemental life insurance 52% Supplemental medical insurance 11% Long term care insurance 21% Supplemental disability insurance 32% Other We do not currently offer any perquisites to our executives 6% 8% * Respondents were allowed to choose more than one option; therefore, the percentages will not sum to 100%. 31

32 Benefits & Perks Survey Employee Benefits The table below shows the prevalence of benefits offered to employees at each of the participating banks.* 401(k) plan 98% Pension plan 8% Profit sharing plan 36% ESOP/ESPP 24% Medical insurance Dental insurance 100% 99% Vision insurance 85% Life insurance 98% Short term disability insurance 71% Long term disability insurance 90% Paid time off (PTO) Separate sick leave and paid vacation programs 62% 61% Paid jury leave 90% Other 5% * Respondents were allowed to choose more than one option; therefore, the percentages will not sum to 100%. 32

33 Scoring Questions ** If you answer yes, give yourself a point #10) We have explored/discussed the usefulness of (or are using) equity based compensation (includes real equity or synthetic equity) #11) We have talked about the need to link our executive compensation program to our shareholders #12) We have explored the usefulness (or are using) some form of deferred compensation at our bank (DCP, SERP/SCP, etc.) #13) We have reviewed/implemented a company policy surrounding perquisites #14) We communicate with/educate our employees about their TOTAL compensation package and the value of this package (not just salary) 33

34 Director Compensation Director Total Compensation Cash Cash Compensation Retainers Equity Qualified Grants/ Plans Retainers Board Meeting Fees Committee Equity Plans Chair Fees Meeting Fees Other Compensation 34

35 Director Compensation Trends Total compensation per average director was generally flat during the credit crisis ( 09 12) despite increased responsibility because of regulations and performance challenges. Director compensation has started to trend up in 2013 & 2014 Director compensation philosophy pay for time and expertise. Director cash incentives based on bank results are frowned upon by regulators. Focus should be on long term results and sustainability Additional fees for service as a chair (board and committee) are very common and appropriate. Use equity as a component of director compensation. Typically a retainer, full value equity, short or immediate vesting Director equity ownership guidelines. Often times a multiple of average annual compensation Use of peer group data and survey information to assess total compensation. More emphasis on retainers and chair fees and de emphasis on per meeting fees Have the right directors and expertise (not solely based on meeting attendance) 35

36 Compensation Committees 76% Have Formal Compensation Committee (231 Banks) Informal 24% Formal 76% Sixty percent (60%) of the banks reported their Compensation Committee was comprised entirely of outside/independent directors. Of the public banks that responded, 70% reported having an independent compensation committee. Approximately two thirds (65%) of the banks reported they have a formal compensation committee charter that outlines the committee s duties and responsibilities. 36

37 Director Evaluations The only people who are afraid of performance evaluations are people who don t want to get better, or who know they are under performing Effective evaluations should improve your company, group, and individual performance. Compensation Committee/Board of Directors involved in the following: Annual CEO Evaluations Annual Director Evaluations Annual Committee Evaluations 360 & Self Evaluations Example areas to cover: Structure & Operations Effectiveness & Communication Knowledge & Teamwork Seems like a lot right? In today s highly regulated community bank market it is important to get better and to meet expectations (increased liability). 37

38 Bank Director Magazine Survey Findings (2014) A Few Findings From The Recent Bank Director Survey (over 300 respondents) 61% of Directors felt they were fairly compensated The average director spends 15 hours per month on bank board activities The top three areas boards are spending time on (lending, risk, regulatory compliance) 60% of boards said the compensation committee is responsible for setting board compensation levels (23% said the board as a whole) 39% plan to increase director compensation in % have increased director compensation since % do not tie director compensation to a performance metric 50% of respondents do have stock ownership guidelines for directors Watch for Blanchard Consulting Group s Director Survey Later This Year! 38

39 Scoring Questions ** If you answer yes, give yourself a point #15) We have an independent group of directors who serve on our compensation committee #16) We have benchmarked our director compensation levels to peer data in recent years (in the last 1 to 3 years) #17) We pay additional amounts to our board and committee chairs for the additional time spent #18) We conduct director evaluations on an annual basis 39

40 Scoring Tally & Questions/Comments ** The Big Winner Is? ** 40

41 INDEPENDENT BANK COMPENSATION CONSULTANTS