community bank trends practices · 2014. 9. 20. · bank may recover any incentive compensation...

QUALITY INDEPENDENT RELATIONSHIPVALUE EXPERTISE

September 22, 2014

Matt BreiSVP & Partner

Direct: 952‐496‐[email protected]

Community Bank Compensation Trends & Best Practices

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

• Winner @ End of Presentation!

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Region BreakoutNortheast – 7%Southeast – 13%Southwest – 6%Midwest – 49%West – 25%

Compensation Trends Survey Demographics

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33%

24%

23%

20%

Asset Size Breakdown

<$250M

$250M‐$499M

$500M‐$999M

$1B and above

Blanchard Consulting Group conducted a survey of 2014 compensation trends during the firstquarter of 2014. A total of 231 banks completed the survey. The respondents included 84public and 147 private banks. The asset size and regions of the respondent banks aresummarized below.

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Elements of Total Compensation

Qualified Plans Equity PlansCash Compensation

Annual Salary

Hourly Wages

Pension

401(k)

ESOP

Profit Sharing

Supplemental Executive Retirement Plans (SERPs)

Salary Continuation Plans (SCPs)

Deferred Compensation Plans (DCPs)

Stock Options

Restricted Stock

Phantom Stock

Stock Appreciation Rights (SARs)

Performance Units

Supplemental Disability

Long Term Care

Employment Agreements

Change‐in‐Control (CIC) Agreements

Country Clubs, Auto Allowances, etc.

Total Compensation

Total Compensation

Salary Compensation

Salary Compensation

Qualified Plans

Qualified Plans

Non‐Qualified Plans

Non‐Qualified Plans

Equity PlansEquity Plans Other Benefits & Perks

Other Benefits & Perks

Incentive/Bonus CompensationIncentive/Bonus Compensation

Annual Bonus

Annual Incentive Plan

Compensation Philosophy

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• A Compensation Philosophy should be linked to the strategic plan, provide direction for HR andmanager decision making processes, defines market positioning, and is unique to eachorganization.

Note: Compensation philosophies should be reviewed at least annually and adjusted asnecessary to support business strategy changes.

Approximately One‐Third Have a Formal, Written Compensation Philosophy

32%

33%

29%

6% Yes

No

We have an informal philosophybut nothing is written down

No, but we are putting one inplace

93%

7%

2014 Salary Increases Planned

No 2014 Salary Increases

Salary Trends

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• 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 2013.

• Over three‐fourths (87%) of the participating banks have a formal performancemanagement/performance evaluation system in place.

Salary Grade Design Best Practices

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• Market benchmark salary levels for between 1/2 and 2/3 of the positions at the Bank everytwo‐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.

Driven by Pay Transparency, Non Discrimination, and the Strategic Use of SalaryBudgets and Related Decisions.

Step 1: Evaluating the Position1. 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.

Base Salary Review Steps

Step 2: Review Market Compensation DataExample 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

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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 3: Determine Other Influences on Market Value

Base Salary Review Steps (Cont.)

Step 4: Determine an Appropriate Market Value for the Position/s – Then for the Individual/s

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Salary Increase Matrix

Baseline/Target Percentage Increase = X%

Employee Salary as a Percent of Grade Midpoint

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%

This table shows an example of a performance‐based salary increase matrix. Thepercentages will vary based on the bank’s budget, the employee’s performance, andthe employee’s positioning within their salary range.

** This is part of a strategic salary administration process **

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** 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 leastonce every 2 to 3 years

Scoring Questions

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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 governancesurrounding our incentive plans?

Basic Principles of Incentive Plans

Types of Annual Incentive Plans

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• Highest prevalence is performance‐based plans.

• Just over half (57%) of the banks reported having a formal and central document that lists outthe 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 reviewedtheir incentive plans for risk.

• Approximately half (56%) of respondents reported that they have modified (within the past 3years) their incentive plan(s) due to the changing bank regulations (this decreased from 2013).

Other

We Do Not Have an Annual Incentive Plan

Currently Designing an Annual Incentive Plan

Discretionary Incentive Plan

Pooled Approach/Profit Sharing Based on Profits atthe End of the Year

Formal Performance‐Based Plan

4%

12%

3%

26%

13%

42%

Annual Incentive Plan Payouts & Goals

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• 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 Managementbased on the bank’s budget.

• Approximately one‐third use a combination of both the bank’s budget and comparisons to a peergroup (i.e. ROA must be at the 65th percentile of the peer group).

90%

9%1% Incentive payouts

No incentive payouts

No payouts for executives;however, will have somepayout for staff

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%)

Incentive Plan Goals

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Common Incentive Plan Design

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Tier Name Title

Award Opportunity Levels Award Objectives

Threshold Target Max BankDepartment/ Individual

I Executive I President & CEO X% X% X% 90% 10%

IIExecutive 2 EVP X% X% X% 75% 25%Executive 3 EVP X% X% X% 75% 25%Executive 4 EVP X% X% X% 75% 25%

IIIExecutive 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 + compensationphilosophy, salary levels, other available compensation programs

• Weighting of bank and department/individual goals in this example are just a guide – these willoften vary slightly from bank to bank and individual to individual

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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 notviewed as excessive and do not encourage unnecessary and excessive risk.

• Recommends that incentive compensation programs utilize a combination of both profitabilitygoals 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 approvecompensation 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

“Clawbacks”

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Example “Clawback” Provision: “The Bank may recoup incentive compensation paid to covered executives (or some otheridentified employees) in instances where: (i) the Bank issues a material restatement of its financial statements; (ii) asubsequent finding that the financial information or performance metrics used to determine the amount of the incentivecompensation are materially inaccurate, in each case regardless of individual fault; (iii) a covered executive or lending officerengages in intentional misconduct; or (iv) the covered executive has committed ethical or criminal violations. In addition, theBank may recover any incentive compensation awarded or paid based on a covered executive’s conduct which is not in goodfaith and which materially disrupts, damages, impairs or interferes with the business of the Bank and its affiliates. Thepurpose of this policy is to help ensure executives act in the best interest of the Bank. The Compensation Committee willconsider all relevant factors and exercise business judgment in determining appropriate amounts to recoup as well as thetiming and form of recoupment.”

27%

67%

6%Clawback Policy

No Clawback Policy

We are working onimplementing one

27% of Respondents Have a Clawback Policy

Dodd Frank ‐ Upcoming Items

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• Dodd‐Frank will require public companies todisclose in the proxy the median annualcompensation of all employees, the CEO, andthe ratio of the two.

• Only ten percent (10%) of the public bankrespondents have calculated this ratio.

• Only fourteen percent (14%) of the public bankrespondents are planning to calculate this ratioin 2014.

Pay Disparity Ratio* Pay‐For‐Performance*

• Dodd‐Frank requires public companies toreport, in the proxy, the relationship betweenthe actual Named Executive Officers (NEOs)compensation and company financialperformance.

• Approximately half (52%) of the public bankrespondents have conducted a pay‐for‐performance analysis.

*The above charts are based on the responses of public banks only (n=84).

10%

76%

14% Yes

No

We are planning todo this in 2014

52%42%

6% Yes

No

We are planning todo this in 2014

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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‐year performance 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

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#5) We have a performance‐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 incentiveplans and have made modifications if necessary to these plans

Scoring Questions

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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

Common Types of Equity‐Based Incentives

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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 anddirectors are becoming best practice (especially in public banks)

Some banks have moved to Concept of One Performance‐Based Incentive Plan andthe key is what the award opportunities will be in total and what part will be paid inshort‐term cash and what part will be paid in longer‐term equity‐based awards

Equity‐Based Plans – Current Trends

Equity Incentives & Longer‐Term Compensation

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The table below shows the prevalence of equity‐based compensation programs.*

* Respondents were allowed to choose more than one option; therefore, the percentages will not sum to 100%.

We do not currently have any equity, "synthetic equity", or deferred compensationprogram(s) in place

Deferred compensation plan (with no company match or contributions)

Deferred compensation plan (with both a company match or contribution and anemployee contribution)

Supplemental retirement program (SERP, Salary Continuation, etc.)

Phantom or synthetic stock

Stock appreciation rights (cash‐settled)

Stock appreciation rights (stock‐settled)

Restricted stock

Stock options

20%

17%

31%

31%

8%

5%

3%

30%

41%

Executive & Director Ownership Guidelines

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Equity ownership requirements are usually defined as a fixed number of shares or a multiple ofsalary (or director fees). Equity retention/holding requirements are becoming more common.Retention policies will often be applied in coordination with ownership requirements.

14%

82%

4%

Executive Ownership Guidelines

Yes

No

We are in the processof adopting/exploringsuch a policy

27%

69%

4%

Director Ownership Guidelines

Yes

No

We are in the processof adopting/exploringsuch a policy

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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.



‐ Ordinary income

‐ Taxed at exercise

‐ Impacts fully diluted EPS calculation

‐ Non 409A treatment

Cash SARPaid 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.


‐ Ordinary income

‐ Taxed at settlement

‐ Earnings dilution


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.



‐ Ordinary income


‐ Impacts fully diluted EPS calculation


Most Common Full‐Value Equity Vehicles

Restricted StockSettled in stock when vesting conditions are met; value based upon stock price at vesting date.


‐ Taxed on full value

‐ Ordinary income (or 83(b))

‐ Taxed at vesting (or grant)


‐ Non 409A treatment1

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




Blanchard 2014 Employee Benefits & Perquisites Survey ‐ PRELIMINARY

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Blanchard Consulting Group conducted a survey of employee benefits and perquisites duringthe summer of 2014. We provide some preliminary findings from the survey on the next fewpages. A total of 122 banks completed the survey. The respondents included 34 public and 83private banks. The asset size and regions of the respondent banks are summarized below.

Region BreakoutNortheast – 10%Southeast – 29%Southwest – 11%Midwest – 40%West – 10%

19%

31%27%

23%

Asset Size Breakdown

<$250M

$250M‐$499M

$500M‐$999M

$1B and above

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Benefits & “Perks” Survey ‐ Employment Agreements

• 52% of respondents either have an employment agreement with a change‐in‐control (CIC) provision in placeor 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 cashincentive/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.

Yes52%

No48%

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Benefits & “Perks” Survey – SERPs/SCPs

• Supplemental Executive Retirement Plans (“SERPs” )/Salary Continuation Plans (“SCPs”) are non‐qualified 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 dollaramount (i.e. $50,000 annually).

• Some banks are starting to utilize performance‐based retirement programs. The annualretirement accruals or the final retirement benefit is linked to the achievement of overall bankor individual performance factors.

7%

38%

5%

50%

Which executive(s) have a SERP or SCP?

CEO only

CEO and other executives

Other executives (outsideof the CEO) only

We do not currently offer aSERP/SCP

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Benefits & “Perks” Survey – DCPs

• 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 cashincentive/bonus on a pre‐tax basis and earn a pre‐tax rate of return.

31%

69%

Does your bank offer a Voluntary Deferred Compensation Plan (DCP) for your executives?

Yes

No

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Benefits & “Perks” Survey – Perquisites

We do not currently offer any perquisites to ourexecutives

Other

Supplemental disability insurance

Long‐term care insurance

Supplemental medical insurance

Supplemental life insurance

Tax preparation/financial planning or counseling

Car allowance/company car

Health club memberships

Country club memberships

8%

6%

32%

21%

11%

52%

4%

82%

12%

61%


The table below shows the prevalence of perquisites offered to executives at each of theparticipating banks.*

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Benefits & “Perks” Survey – Employee Benefits

The table below shows the prevalence of benefits offered to employees at each of theparticipating banks.*

Other

Paid jury leave

Separate sick leave and paid vacation programs

Paid time off (PTO)

Long‐term disability insurance

Short‐term disability insurance

Life insurance

Vision insurance

Dental insurance

Medical insurance

ESOP/ESPP

Profit sharing plan

Pension plan

401(k) plan

5%

90%

61%

62%

90%

71%

98%

85%

99%

100%

24%

36%

8%

98%


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#10) We have explored/discussed the usefulness of (or are using) equity‐basedcompensation (includes real equity or “synthetic” equity)

#11) We have talked about the need to link our executive compensation program toour shareholders

#12) We have explored the usefulness (or are using) some form of deferredcompensation 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)

Scoring Questions

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Director Compensation

Qualified Plans Equity PlansCash Compensation

Director Total CompensationDirector Total Compensation

Cash RetainersCash

Retainers Chair FeesChair FeesCommittee Meeting FeesCommittee Meeting Fees

Board Meeting Fees

Board Meeting Fees

Other Compensation

Other Compensation

Equity Grants/ Retainers

Equity Grants/ Retainers

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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 andappropriate.

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)

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Compensation Committees

Formal76%

Informal24%

76% Have Formal Compensation Committee(231 Banks)

• Sixty percent (60%) of the banks reported their Compensation Committee was comprisedentirely of outside/independent directors.

• Of the public banks that responded, 70% reported having an independent compensationcommittee.

• Approximately two‐thirds (65%) of the banks reported they have a formal compensationcommittee charter that outlines the committee’s duties and responsibilities.

Director Evaluations

“The only people who are afraid of performance evaluations are people whodon’t want to get better, or who know they are under performing”

Effective evaluations should improve your company, group, and individualperformance.

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).

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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 2015

• 71% have increased director compensation since 2010

• 96% 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!

Bank Director Magazine ‐ Survey Findings (2014)

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#15) We have an independent group of directors who serve on our compensationcommittee

#16) We have benchmarked our director compensation levels to peer data in recentyears (in the last 1 to 3 years)

#17) We pay additional amounts to our board and committee chairs for theadditional time spent

#18) We conduct director evaluations on an annual basis

Scoring Questions

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Scoring Tally & Questions/Comments

** The Big Winner Is ? **

INDEPENDENT BANK COMPENSATION CONSULTANTS

community bank trends practices · 2014. 9. 20. · bank may recover any incentive compensation...

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