M E R C E R W E B C A S T

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1 H E A L T H W E A L T H C A R E E R M E R C E R W E B C A S T T H E L A T E S T O N E X E C U T I V E R E M U N E R A T I O N I N F I N A N C I A L S E R V I C E S JULY 9, 2015 Vicki Elliott Global Financial Services Talent Leader New York Peter Smith Executive Rewards Expert London Dirk Vink Global Financial Services Talent Project Manager New York

2 T O D A Y S S P E A K E R S VICKI ELLIOTT Global Financial Services Talent Leader New York Vicki.Elliott@mercer.com PETER SMITH Executive Rewards Expert London Peter.Smith@mercer.com +44 (0) DIRK VINK Global Financial Services Talent Project Manager New York Dirk.Vink@mercer.com MERCER

3 A G E N D A W H A T W E W I L L C O V E R T O D A Y Participant Profile Expected Changes in Annual and Long-term Incentives Executive Compensation Programs Corporate Annual Incentive Design Mandatory Deferral Programs Forward-looking Long-term Incentive Plans Vehicle Mix in Multi-Year Awards Pay Mix Non-financial Performance Measurement Link Non-financial Performance to Incentive Compensation Approach to Multi-year Compensation Approach to Mandatory Deferrals Forward-looking Long-term Incentives Compliance/Risk Management in Multi-year Incentive Programs Role Based Allowances Identified Staff/Material Risk Takers Summary of Remaining Issues and Challenges MERCER

4 P A R T I C I P A N T P R O F I L E 55 Financial Services companies participated in the survey Survey participants are based in 15 countries By Region By Industry 4% 11% 44% 53% 35% 55% Europe North America AsiaPac Banking Insurance Other Financial Services MERCER

5 E X P E C T E D C H A N G E S I N A N N U A L A N D L O N G - T E R M I N C E N T I V E S (C) MERCER MERCER

6 P L A N N E D C H A N G E S T O E X E C U T I V E C O M P E N S A T I O N P R O G R A M S I N 2015 A majority of organizations (78%) are planning to make changes to their executive compensation programs as a result of difficult market conditions in However, 42% of North America organizations do not expect to make changes The top three changes organizations are considering include strengthening malus/clawback conditions (47%), strengthening the linkage between performance management and compensation (44%), and including more non-financial performance measures (31%) About one-third of the insurance organizations also increased the difficulty/toughness of performance conditions and changed the expected distribution of performance ratings Planned Changes In Executive Compensation Programs In 2015 All Regions and Industries Yes, strengthened malus/clawback conditions Yes, strengthened the linkage between performance management and compensation Yes, included more non-financial performance measures Yes, increased the difficulty/toughness of performance conditions Yes, changed the expected distribution of performance ratings Yes, increased payout for highest performance ratings Yes, decreased payout for lower performance ratings Yes, other changes related to difficult market environment Yes, increased the use of Human Capital Metrics ( Big Data ) in decision making Yes, improved base salary management systems Yes, reduced the difficulty/toughness of performance conditions Yes, created a separate bonus pool for high performers No changes 0% 10% 20% 30% 40% 50% MERCER

7 P L A N N E D C H A N G E S I N C O R P O R A T E A N N U A L I N C E N T I V E D E S I G N I N Most organizations are not planning to make changes to their corporate annual incentive design in More European organizations are planning to make changes than North American organizations About 41% of European organizations have plans to increase the weight of non-financial performance measures compared to 13% in North America. About one-third of European organizations are planning to increase use of risk-adjusted measures at business unit level (34%) and at individual level (31%), and decreasing maximum incentive level (28%) compared to only 4% of North American organizations More banks are planning to decrease target and maximum incentive levels, increase the use risk-adjusted measures at business level and individual level and increase the weight of non-financial performance measures 42% of insurance organizations are increasing individual differentiation in bonus distribution compared to 27% of banks Planned Changes In Corporate Annual Incentive Design In 2015 All Regions and Industries Maximum incentive level Weight of financial performance measures Target incentive level Bonus/incentive eligibility Use of risk-adjusted measures at individual level Use of risk-adjusted measures at business unit level Amount of discretion applied Weight of non-financial performance measures Individual differentiation in bonus distribution -20% -10% 0% 10% 20% 30% 40% Decrease Increase MERCER

8 P L A N N E D C H A N G E S I N M A N D A T O R Y D E F E R R A L P R O G R A M S I N The majority of organizations have a mandatory deferral mechanism in place with nearly all banks, and half of insurance firms having these plans as well. 42% of North American organizations do not have a mandatory deferral program in place Increases in the malus conditions (prior to vesting) and clawback (after vesting) are among the most cited changes to mandatory deferral design in both the banking and insurance industries About one-third of European organizations plan to increase the use of malus (prior to vesting) compared to 14% in North America. A quarter of European firms (24%) are increasing the weight of non-financial performance measures and 16% are decreasing the weight of financial performance measures, while none of the North American organizations are Planned Changes In Mandatory Deferral Programs Design In 2015 All Regions and Industries Weight of financial performance measures Maximum payout/leverage Additional required holding period (after vesting period) Amount of discretion applied Rigor of performance conditions Mandatory deferral period (performance/vesting period) Required mandatory deferred portion of bonus Weight of non-financial performance measures Eligibility for mandatory deferral Use of malus conditions (prior to vesting) Use of clawback (after vesting) -20% -10% 0% 10% 20% 30% 40% Decrease Increase MERCER

9 P L A N N E D C H A N G E S I N F O R W A R D - L O O K I N G L O N G - T E R M I N C E N T I V E P L A N S I N Nearly 75% of organizations currently have a forward-looking long-term incentive plan in place. Forward-looking long-term incentive plans are particularly prevalent in North America (88%) and in the insurance industry (89%) Changes to forward-looking long-term incentive plans are more prevalent in Europe. Increasing the clawback (after vesting) (39%), malus conditions (prior to vesting) (33%), employee eligibility for forward-looking long-term incentive plans (28%), and additional required holding period (after vesting period) (22%) are the top 4 changes for European organizations Some banking organizations are planning on increasing the performance/vesting period (28%) and the weight of financial performance measures (17%), while none of the insurance organizations are planning to do so One quarter (24%) of insurance organizations are planning to increase the additional required holding period (after vesting period) compared to only 6% of banks. Maximum payout/leverage Additional required deferral period (after performance period) Weight of non-financial performance measures Weight of financial performance measures Amount of discretion applied Target award levels Performance/vesting period Rigor of performance conditions Additional required holding period (after vesting period) Eligibility for forward-looking long-term incentive Use of malus conditions (prior to vesting) Planned Changes In Forward-Looking Long-Term Incentive Plans Design In 2015 All Regions and Industries Use of clawback (after vesting) -10% 0% 10% 20% 30% Decrease Increase MERCER

10 P L A N N E D C H A N G E S T O V E H I C L E M I X I N M U L T I - Y E A R A W A R D S F O R The majority of organizations are not planning to change the vehicle mix in multi-year awards for 2015 Both banks and insurers are considering increasing the weight of performance contingent restricted stock/performance shares Some banks are also planning to decrease the weight of cash in their multi-year awards Planned Changes to Vehicle Mix in Multi-Year Awards for 2015 by Industry Change the weight of cash Change the weight of service-based restricted stock Change the weight of performance contingent restricted stock/performance shares Change the weight of stock options/sar Change the weight of co-investments Change the weight of contingent capital/debt-based instruments -30% -20% -10% 0% 10% 20% 30% 40% 50% Banking Decrease Increase MERCER 2015 Insurance Decrease Increase 9

11 P L A N N E D C H A N G E S T O P A Y M I X F O R Although most organizations are not planning to make changes to their pay mix in 2015 Organizations in Europe are planning on making more changes to their pay mix in 2015 than those in North America. Particularly, increasing the weight of base salaries are prevalent in European organizations (38% compared to 4% in North America) Changes to the pay mix are more prevalent in the banking industry than in the insurance industry. Banks are generally increasing the weight of base salaries (41%), and mandatory deferrals (17%). About 10% of banks and insurance organizations are decreasing the weight of benefits Change the weight of base salary Planned Changes to Pay Mix for 2015 by Industry Change the weight of role-based allowances Change the weight of annual/non-deferred incentives Change the weight of mandatory deferrals Change the weight of forward-looking long-term incentives Change the weight of benefits (including retirement/pension) Change the weight of perquisites -20% -10% 0% 10% 20% 30% 40% 50% Banking Decrease Increase MERCER 2015 Insurance Decrease Increase 10

12 N O N - F I N A N C I A L P E R F O R M A N C E M E A S U R E M E N T (C) MERCER MERCER

13 L I N K N O N - F I N A N C I A L P E R F O R M A N C E T O I N C E N T I V E C O M P E N S A T I O N The vast majority of organizations link non-financial performance to incentive compensation. Linking non-financial performance measures to incentive compensation is slightly more common in the banking industry (93%) compared to the insurance industry (74%) Compliance/risk management is the most prevalent non-financial performance metric at 64% overall, but it is notably less common in the insurance industry (29%). The vast majority of banks assess compliance/risk management elements as part of their incentive compensation programs (85%) Customer metrics are prevalent in banks (67%) but less so in insurance organizations (36%) Employee metrics are also widely used (60% overall), but slightly more so in the banking industry (67%) than the insurance (50%) industry Non-financial Performance Metrics Used in Incentive Compensation All Regions and Industries Compliance / Risk management metric Employee metrics Customer metrics Other non-financial metrics 0% 10% 20% 30% 40% 50% 60% 70% MERCER

14 APPROACH TO MULTI- YEAR COMPENSATION (C) MERCER MERCER

15 Industry Region P R E V A L E N C E O F M A N D A T O R Y D E F E R R A L A N D F O R W A R D - L O O K I N G L O N G - T E R M I N C E N T I V E S The majority of organizations have a mandatory deferral mechanism in place (67%) Nearly all banks (93%), and half of insurance firms (42%) having these plans as well Nearly 75% of organizations currently have a forward-looking long-term incentive plan in place Forward-looking long-term incentive plans are particularly prevalent in North America (88%) and in the insurance industry (89%) Typically, most senior executives are eligible for long-term incentives and mandatory deferrals. Eligibility for mandatory deferral is typically extended to identified staff (e.g., Material Risk Takers) Prevalence Of Mandatory Deferral and Forward-looking Long-Term Incentive Programs North America Europe Banking Insurance Other Financial Services 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Forward-looking LTI Mandatory Deferral None of the above MERCER

16 Industry Region A P P R O A C H T O M A N D A T O R Y D E F E R R A L Cash and service-based restricted stock are the most common vehicles used to pay out bonus deferrals. In Europe, performance contingent restricted stock/performance shares are quite common as well (52%) The three most prevalent performance metrics used to determine payouts are net/operating profit (50%), compliance/risk management metrics (45%) and ROE (36%). For mandatory deferral programs, the performance conditions adjustment is usually downwards only (67%), particularly in the banking industry The median vesting is 3 years regardless of the vehicle. The installment vesting approach is more prevalent than cliff vesting across all regions, industries, and vehicle types Vehicles for Mandatory Deferral Programs North America Europe Banking Insurance 0% 10% 20% 30% 40% 50% 60% 70% 80% Contingent capital/debt-based instruments Co-investments Stock options/sar Performance contingent restricted stock/performance shares MERCER 2015 Service-based restricted stock Cash 15

17 Industry Region F O R W A R D - L O O K I N G L O N G - T E R M I N C E N T I V E S Performance contingent restricted stock/performance shares are the most prevalent vehicle for forward-looking long-term incentives across all regions and industries. North American organizations also use stock options (39%) and service-based restricted stock (33%). In Europe and in the banking industry, contingent capital/debt-based instruments are used by some organizations (13% and 12% respectively) Return on equity is the most common performance metric used at 52%, followed by net/operating profit and TSR at 35%. Performance conditions adjustment is usually both upwards and downwards The median vesting is 3 years for most vehicles with the exception of stock options/sar which is 4 years at median. Cliff vesting is typical of cash, service-based restricted stock, and performance contingent restricted stock/performance shares, while installment vesting is used more with stock options/sar Vehicles for Forward-looking Long-Term Incentive Programs North America Europe Banking Insurance Other Financial Services 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Contingent capital/debt-based instruments Co-investments Stock options/sar Performance contingent restricted stock/performance shares MERCER 2015 Service-based restricted stock Cash 16

18 Industry Region C O M P L I A N C E / R I S K M A N A G E M E N T I N M U L T I - Y E A R I N C E N T I V E P R O G R A M S A majority of organizations (67%) use compliance / risk management as a modifier of an award determined by other performance achievements in their multi-year incentive program In the banking industry and in Europe, it is more common to have additional holding periods on vested awards. The average length of the additional holding period is one year, with the exception of insurance where it is two years Compliance/risk Management in Multi-year Incentive Programs North America Europe Banking Insurance Other Financial Services 0% 10% 20% 30% 40% 50% 60% 70% 80% As a modifier of an award determined by other performance achievements As part of a scorecard with other metrics MERCER 2015 As a qualifier hurdle or knock-out factor 17

19 ROLE-BASED ALLOWANCES (C) MERCER MERCER

20 R O L E - B A S E D A L L O W A N C E S Fifty percent of banking organizations have role-based allowances in place for Very few organizations that implemented role-based allowances are now planning to eliminate them. The majority of organizations outside the banking industry do not have role-based allowances in place, and have no plans to do so in the future Only 12% of the organizations in the survey are already planning to make design changes to their role-based allowances. Half of the European organizations are not planning to change the role-based allowances design until after consultation with their national regulators Cash is the predominant vehicle for role-based allowances across all regions and industries (88%). A few European organizations use stock or a combination of cash and stock. A majority of the role-based allowances are paid out on a monthly basis (71%); if not paid monthly, the allowances are paid out annually The median term for role-based allowances is 3 years across the banking industry and in Europe MERCER

21 IDENTIFIED STAFF / MATERIAL RISK TAKERS (C) MERCER MERCER

22 D E F I N I T I O N O F I D E N T I F I E D S T A F F / M A T E R I A L R I S K T A K E R S Approximately three-fourths of the organizations in the survey have identified staff/material risk takers Across all regulators, individuals at a defined organization level and above is the most common definition An individual at a defined total compensation level and above is the most prevalent criteria (83%) in defining material risk takers for those referencing the EBA Other frequently cited definitions are individuals who have credit approval authority levels above a specific amount and individuals who have a Value At Risk (VAR) limit in excess of a specific amount Definition of Identified Staff/material Risk Takers Individuals at a defined total compensation level and above Individuals at a defined organizational level and above Individuals who have credit approval authority levels above a specific amount Individuals who have a Value At Risk (VAR) limit in excess of a specific amount Individuals who set lending policy Other qualitative measures Individuals who have underwriting authority levels above a specific amount Individuals with total compensation within a defined top proportion of the population (e.g., 0.3% of total population) Individuals who are managing a business with budgeted revenues above a specific amount Individuals at a defined bonus level and above Other criteria 0% 20% 40% 60% 80% 100% Fed EBA Other MERCER

23 SUMMARY OF REMAINING ISSUES AND CHALLENGES (C) MERCER MERCER

24 R E M A I N I N G I S S U E S A N D C H A L L E N G E S As is evidenced by these Global Financial Services Snapshot Survey results, there is a widening gap in pay practices between Europe and North America brought on by the differences in regulatory approaches Pay mix shows much more emphasis on fixed pay by EU based banks, in particular, than among North America-based firms The existence of mandatory deferrals with malus conditions is also more prevalent in Europe The question remains as to how this will impact the market for talent, particularly in North America, i.e., will there be pressure to raise fixed pay in North America as well or will variable pay be increased to compensate for the perceived value of higher fixed pay offered by EU based firms? There continues to be an emphasis on improving differentiation of pay based on performance, by strengthening performance management and linkages to pay decisions At the same time, inclusion of more non-financial performance metrics, such as risk management and compliance, is prevalent, as well as focusing on more behavioral metrics on how performance is accomplished and not just the what or outcome that is achieved These practices should help foster a sound risk culture, combined with strong leadership The future of forward-looking long-term incentives in Europe may also be dependent on the final EBA regulation regarding how to consider the compensation value of LTI awards within the variable to fixed pay cap It is very important to be able to maintain forward-looking long-term incentives for top executives and not rely on mandatory bonus deferrals as incentives for achievement of long-term goals and company success Finally, given all the developments since the financial crisis, financial services companies need to focus on enhancing and communicating their total employee value proposition to both recruits and their existing employees More prescriptive regulation has made it difficult for organizations to differentiate their compensation programs Concentrating on the value that the respective businesses provide to key stakeholders and society at large is important MERCER

25 Q U E S T I O N S? VICKI ELLIOTT Global Financial Services Talent Leader New York Vicki.Elliott@mercer.com PETER SMITH Executive Rewards Expert QUESTIONS Please type your questions in the Q&A section of the toolbar and we will do our best to answer as many questions as we have time for. To submit a question while in full screen mode, use the Q&A button, on the floating panel, on the top of your screen. CLICK HERE TO ASK A QUESTION TO ALL PANELISTS London Peter.Smith@mercer.com +44 (0) DIRK VINK Global Financial Services Talent Project Manager New York Dirk.Vink@mercer.com FEEDBACK Please take the time to fill out the feedback form at the end of this webcast so we can continue to improve. The feedback form will pop-up in a new window when the session ends. MERCER

26 M E R C E R S W H E N W O M E N T H R I V E G L O B A L G E N D E R S T U D Y Mercer together with Oliver Wyman and EDGE Certified Foundation invites financial services organizations to participate in our 2015 global gender study This research follows the pioneering When Women Thrive, Businesses Thrive study conducted last year and will integrate the strategy expertise of Oliver Wyman, whose Women in Financial Services report was also published in 2014 Help us dig deep and uncover the drivers of gender equality within the financial services industry Learn more and attend the upcoming webcast on July 13, 11-12pm ET or visit Study is open until August 14 with results to be released Q MERCER

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