What’s New With Director Compensation?

The world of community and regional bank directors has certainly evolved over the last five years.  While the economic downturn in 2009 triggered some changes, a good number of these were already underway.  The role of bank directors has been evolving for years, but changes in the compensation structure for directors has shifted more gradually.

Setting the Stage

The first big shift for bank directors was focused around the level of engagement required.  The days where a bank director simply showed up for a monthly meeting, listened to management, collected their fees, and vanished until the next meeting are long gone.  Like many businesses, tough times required extra work and banking was not immune.  Directors suddenly had to deal with things like TARP, poor company performance, management changes, etc.  An increased understanding of banking, credits, regulation, and director liability became high priorities.  Director expectations increased significantly and you were either up for the challenge or chose to end your tenure on the board.  Unfortunately, what we didn’t see at this time was an increase in director compensation.  Poor bank performance seemed to influence a general “flat line” in director compensation from 2009 – 2012.  Therefore, directors were working harder and longer, but the resulting pay was not increasing.

The Shift Begins                            

We finally saw an increase in director compensation levels around 2012 and this trend has continued.  Blanchard Consulting Group’s director compensation survey of 107 community banks (completed in early 2017) showed that 32% of banks increased director compensation in 2016 and 31% planned to increase director compensation in 2017.  The median increase in total director compensation for 2016 was 16%, up from 10% in 2014.  This clearly shows that director compensation has started to catch up to the increase in work-load and expertise required.  In fact, 90% of our survey participants feel that they were fairly compensated for the time they spend on board activities.

The biggest movement in director compensation has come in the form of increased retainers and fees for committees and chair positions.  An average community bank director’s total compensation levels now range from approximately $15,000 to $55,000 or more depending on the asset size and classification (public vs. private).  The general philosophy surrounding director compensation focuses on paying directors appropriately for the time and expertise provided.  Basing director compensation on bank performance is discouraged, because directors need to be focused on making the correct long-term decisions for the bank and shareholders.  Short-sighted decisions focused on short-term performance are discouraged.

Why an Increased Emphasis on Retainers?

The shift in the type of director required to serve on the board has created a shift in the format of pay for directors.  Instead of focusing on per meeting fees and requiring attendance to receive the fee, many boards have moved to paying a large portion of director compensation through retainers.  The per meeting fees still exist, but the amounts generally range from $500 to $1,000 depending on the size of institution and other variables.  Today, directors are expected to be engaged, put time in reviewing materials, receive outside education, and provide their insights even if they miss a meeting.  As such, the emphasis has moved to paying an appropriate amount for board service as a whole.  If you have the right directors, attendance/participation will not be an issue and each director will clearly “earn their keep”.  Paying a retainer is much easier to administer and provides a clear link between the amount of pay that is provided for director service.  Retainers are frequently provided in cash, but are also a great way to provide equity to directors.  Equity grants (if used) are typically provided in the form of full-value shares (not stock options) with very short or immediate vesting provisions.

Committee and Chair Fees

The other big change in director compensation surrounds increased fees for service on committees and for chair positions.  Once again, the reasoning for such changes is simple.  Serving on the committee requires additional time and expertise and these directors deserve to be paid appropriately for this additional work.  Chair positions add an extra expectation and expertise, so they should receive a “bump up” in pay as well.  The Blanchard Consulting survey found that committee fees range from $200 to $600 per meeting depending on size of institution and the type of committee.  The additional chair fees vary by asset size and type of committee, but generally fall in the range of $2,000 to $3,000.

Summary and What’s Next?

Bank director compensation is far from rocket science.  At the end of the day, a bank needs to determine a fair total compensation level for directors and structure the pay program accordingly.  Whether you pay via retainers, equity grants, per meeting fees, chair fees, etc. doesn’t matter.  Just be sure you model out projections (per director and in total) and differentiate each director’s compensation based on work-load and expertise required.  Market data is available via the Blanchard Consulting Group (BCG) Director Compensation survey and other industry sources.  Our firm can help your bank analyze the data and determine where to position the board of directors’ compensation package in order to meet the goals of the bank and shareholders.

By Kristen Kostner, Senior Compensation Consultant, Blanchard Consulting GroupKristen can be reached at (314) 394-3374 or kristen@blanchardc.com.

 

About the Firm:  Blanchard Consulting Group is a national compensation consulting firm with offices in Atlanta, GA; Minneapolis, MN, and St. Louis MO.  Our mission is to deliver independent compensation guidance to community and regional banks to help them attract, motivate, and retain key employees and directors.  With an exclusive focus on the banking marketplace since 2000, our lead consultants have a unique industry perspective and expertise to offer our clients.  We work directly with Board of Directors, Executive Management, and Human Resource departments on all facets of director, executive, and staff compensation programs.  More information can be found at www.blanchardc.com.

New Associate Member – Redhawk Network Security

We, at Redhawk Network Security, are excited to be part of this thriving organization!

Based in Bend, Oregon, we are an information security, network infrastructure, and managed security services provider. What does this mean? When it comes to cybersecurity, we integrate, assess, build, manage, discover, design, deploy, detect, and respond. But mostly, we care. We care about your security needs. We want to help you.

We are trusted experts in information security, threat detection, and regulatory issues facing financial organizations. For more than 15 years, we have been working hand-in-hand with banks and credit unions of all sizes to develop their security infrastructures and programs to secure their assets, brands, and reputation.

Let’s face it. In our evolving threat landscape, a strong security foundation is critical. The banking industry is under attack. Security threats—malware, phishing, ransomware, even lost laptops and aging computers—can put your organization and your customers’ sensitive information at risk for being breached.

Security has grown up. It’s no longer simply installing anti-virus software and hiding your network behind a firewall. Consider this. You may not have the security expertise on staff and may need help. You need a partner you can trust—an extension of your team—with extensive security expertise, best-of-breed tools, and industry certifications. You need a partner who can see your blind spots and security holes, a partner that will work to ensure that security is interwoven throughout your entire organization. We not only have backgrounds in security and engineering, but several of us are former bankers. We know regulated industries inside and out.

At Redhawk Network Security, we offer risk assessments, managed security services, including managed threat detection and response services, security training, and network infrastructure services. We can help you with a project or we can conduct full-service, around-the-clock management of your network activity. We can build and upgrade your network and ensure that it’s monitored continuously for threats including Security Information and Event Management (SIEM) managed services. We are available and on alert 24x7x365.

For more information, please contact our Senior Relationship Manager, Cynthia Aceves at CAceves@redhawksecurity.com, 541-382-4360 ext. 2007, and/or visit www.redhawksecurity.com.

We look forward to chatting.

Thank you,

Kerri Fry, president, Redhawk Network Security

 

Early Bird Registration & Hotel Room Discount End TODAY!

Early Bird Registration & Hotel Room Discount End TODAY!

____________________

Idaho Community Bankers Association

MANAGEMENT & DIRECTORS’ LEADERSHIP CONFERENCE

The ICBA Management & Directors’ Leadership Conference is scheduled to be held on January 29-30, 2018 at the Grove  Hotel in Boise, Idaho. This event is tailored to bank management and directors, as well as emerging bank leaders. We encourage you to forward this announcement to your directors! In addition to great speakers presenting on the latest community banking hot topics, the conference will provide the opportunity to attend the popular Legislative Reception and Dinner which will offer outstanding entertainment and a chance to visit with your legislative representatives.

Register Here

www.idahobankers.org/icba

Idaho Community Bankers Association

208-342-8282

$2.1 million in Housing Grants to Benefit Idaho Families

250 families and individuals will benefit from the funds

 (Des Moines, Iowa) – This holiday season, 250 Idaho families will receive the gift of affordable housing, thanks to a collaborative effort between community housing providers, financial institutions and the Federal Home Loan Bank of Des Moines (FHLB Des Moines or the Bank).

FHLB Des Moines recently awarded $1 million in grants from its Competitive Affordable Housing Program to provide housing for low-income families, seniors, persons with disabilities, homeless and at-risk youth in the state of Idaho. The Bank also contributed over $1.1 million throughout the year to assist Idaho families with down payment and closing cost expenses.

“FHLB Des Moines is honored to provide the opportunity for families in the state of Idaho to have a home,” said Mike Wilson, President and CEO of FHLB Des Moines. “We believe each and every individual should have access to safe and affordable housing. These projects inspire us every day to continue our mission of providing funding to lenders so the needs of communities are met.”

Every year, FHLB Des Moines returns 10 percent of its net income throughout communities in its district, consisting of 13 states and three U.S. Pacific territories.

The Competitive Affordable Housing Program encourages partnerships between FHLB Des Moines member institutions and local housing providers to construct new and restore existing homes to ensure housing for the community. Beyond housing, the program works to generate jobs by employing local businesses to complete projects. In 2017, the Bank awarded $44.5 million in Competitive Affordable Housing Program grants to fund housing for 2,636 families across the district.

FHLB Des Moines also offers down payment and closing cost assistance through its Home$tart®, Home$tart Plus and Native American Homeownership Initiative programs to help families realize their dream of homeownership. The Bank distributed $15.2 million in down payment funding in 2017 to support 2,100 families with the purchase of a home.

For a complete listing of 2017 Competitive Affordable Housing program grant recipients, please visit the FHLB Des Moines website. For more information, contact the Bank’s Community Investment Department by calling 800.544.3452, ext. 1173.

# # #

The Federal Home Loan Bank of Des Moines is a member-owned cooperative that provides funding solutions and liquidity to nearly 1,500 financial institutions to support mortgage lending, economic development and affordable housing in their communities. Serving 13 states and three U.S. Pacific territories, FHLB Des Moines is one of 11 regional Banks that make up the Federal Home Loan Bank System. Members include community and commercial banks, credit unions, insurance companies, thrifts and community development financial institutions. The Des Moines Bank is wholly owned by its members and receives no taxpayer funding. For additional information about FHLB Des Moines, please visit www.fhlbdm.com.

Mitch Fastenau
Marketing Communications Strategist

HMDA and Company—Highlights for the Upcoming Year

Author: Sarah Sauceda

This past year has shaped up to be quite a ride but buckle up—2018 is fast approaching.

Highlights for 2018 include: (1) Home Mortgage Disclosure Act (HMDA) changes; (2) amendments to the Equal Credit Opportunity Act (ECOA); (3) an increased Truth-in-Lending (TIL) threshold; (4) Community Reinvestment Act (CRA) amendments; and (5) “sunset” provisions.

The time has come for the long-awaited changes affecting HMDA to hit the banking world with a bang. HMDA – version 2018 – includes changes relating to institutional and transactional coverage and data collection, recording, reporting, and disclosure.

As for institutional coverage, HMDA 2018 adopts a uniform loan-volume threshold for all institutions. This means that starting January 1, 2018, an institution will be subject to HMDA if it originated 25 or more covered closed-end mortgage loans in each of the preceding calendar years, or if it originated 100 or more covered open-end lines of credit in each of the past two years. Of course, the institutions making these loans also need to meet other applicable coverage requirements to be subject to HMDA.

As for the amendments to transactional coverage, HMDA 2018 modifies the types of transactions that are covered. Basically, the new version of HMDA adopts a dwelling-secured standard. As of January 1, 2018, covered loans will include both closed-end mortgage loans and open-end lines of credit secured by a dwelling. Another major change to this portion of HMDA concerns business-purpose loans. Starting January 1, 2018, dwelling-secured, business-purpose loans and lines of credit will constitute covered loans if they are home purchase loans, home improvement loans, or refinancings.

One other slightly understated change has to do with preapprovals. Under the new rule, covered institutions will be required to collect, record, and report information for approved but not accepted preapproval requests for home purchase loans. In contrast, preapproval requests for open-end lines of credit, home purchase loans to be secured by multifamily dwellings, and reverse mortgages will not be covered under HMDA.

Lastly and as most of you know, reportable data under HMDA has received a bit of a makeover. HMDA 2018 adds a few extra data points. These new data points include: (a) applicant/borrower age, (b) credit score, (c) automated underwriting system information, (d) unique loan identifier, (e) property value, (f) application channel, (g) borrower-paid origination charges, (h) points and fees, (i) lender credits, (j) discount points, (k) loan term, (l) prepayment penalty, (m) non-amortizing loan features, (n) interest rate, and (o) loan originator identifier as well as other data points.

Again, the effective date for these changes is January 1, 2018. Be sure to remember that, although the HMDA 2018 is upon us, you will still need to submit data collected in 2017 under the current rule with the slight change of submitting the 2017 data to the CFPB instead of the Federal Reserve Board.

 

The updates to HMDA can be found here: https://s3.amazonaws.com/files.consumerfinance.gov/f/documents/201708_cfpb_final-rule_home-mortgage-disclosure_regulation-c.pdf

Because the regulators know that changing one major regulation isn’t enough fun, they have also changed ECOA. ECOA’s current ethnicity and race information collection are updated in the 2018 version of the regulation. Additionally, the amendments add certain model forms and remove others. Thankfully the changes to HMDA and ECOA go hand-in-hand, as the purpose of the amendments to ECOA is to facilitate compliance with HMDA version 2018. Note that all these changes to ECOA come into effect on January 1, 2018 with the exception of the amendment that removes the Uniform Residential Loan Application. This particular amendment becomes effective on January 1, 2022.

The final ECOA rule can be found here: http://files.consumerfinance.gov/f/documents/201709_cfpb_final-rule_regulation-b.pdf

It didn’t happen for 2016…It didn’t happen 2017…but the time you have anxiously been awaiting…has finally arrived! The TIL exemption threshold has been adjusted. The exemption threshold will increase from $54,600 to $55,800, effective January 1, 2018.

The rule updating the threshold can be found here: https://www.federalregister.gov/documents/2017/11/09/2017-24445/truth-in-lending-regulation-z

The regulators are at it again and are making more changes—this time to the CRA. Once again, these changes are aimed at helping banks transition to the new version of HMDA. The new rule updates the definitions of “home mortgage loan” and “consumer loan,” and the public file content requirements to conform HMDA 2018. The amendments also cleanup the CRA by removing now obsolete references to the Neighborhood Stabilization Program. The comments closed on October 20, 2017, and the final rule becomes effective on January 1, 2018.

The updates to the CRA may be found here: https://www.federalreserve.gov/newsevents/pressreleases/files/bcreg20170913a1.pdf

Finally: When I think of sunsets, I picture beaches, long walks, and OF COURSE regulations that are up for renewal. (This is normal, right?) This last topic concerns the regulations that are set to expire in the near future. These are often referred to as “sunset” provisions because the regulatory sun is quickly setting on them. Some of the major sunset provisions include: sections 531 (maximum rent) and 533 (foreclosure) of the Servicemembers Civil Relief Act (SCRA); the U.S. Department of Housing and Urban Development (HUD) SCRA notice; the National Flood Insurance Program (NFIP); and the Federal Home Loan Mortgage Corporation loan limit of $424,100. These provisions are all set to expire at the very end of 2017, with the exception of the NFIP. NFIP authorization was set to expire on December 8, 2017, but received a two-week extension by Congress (currently set to expire on December 22, 2017). As of now, none of the provisions have been extended past 2017. So, be sure to keep an eye on these regulations towards the end of the year.

In conclusion, there are a great many changes in store for 2018, but if you are prepared, you should be able to handle them with ease and confidence.

For any questions or concerns, feel free to give us a call at (888) 353-3933, chat with us on the website (https://www.compliancealliance.com), or email us at hotline@compliancealliance.com

New Associate Member – IBIS

Economic Outlook by Alan Blinder

November 2017
Alan S. Blinder

Vice Chairman and Co-Founder, Promontory Interfinancial Network
Professor of Economics and Public Affairs, Princeton University

Did anyone really expect the Federal Open Market Committee (FOMC) to raise interest rates on November 1, or even to make news with its statement? If they did, they were sorely—and predictably—disappointed.

The Fed is in no rush to raise rates. (Why should they be? Inflation is still below target.) And the Committee appears to be on track to move up another 25 basis points in December. Besides, Janet Yellen, her colleagues, every Fed watcher, and anyone else who pays attention to the Fed were all eagerly awaiting President Trump’s announcement, due the next day, of his pick to lead the central bank after February. Why, at such a delicate time, would Yellen want to rock the boat?

She didn’t, of course. Almost the only words that changed from the September 20 FOMC statement to the November 1 FOMC statement pertained to the economic impacts of the hurricanes. The Committee needed to show it was awake and sentient—and knew it was November, not September.

President Trump’s expected announcement did indeed come the next day. He selected Jerome (“Jay”) Powell to succeed Yellen. There can be little doubt that Powell will be confirmed by the Senate though I, for one, would not want to predict how long this will take. What can we expect from the new Fed chair?

Regarding bank regulation, Chairman Powell will probably have a lighter touch than Chair Yellen. Everyone is saying this, but don’t exaggerate the differences. Just as she was not a fanatic regulator, he will not be a fanatic deregulator. We are talking about shades of difference, not black vs. white.

Regarding monetary policy, it will be hard to see any differences at all between the outgoing and incoming Fed chairs. As a governor for five years, Powell’s monetary policy was straight Bernanke and then straight Yellen. Expect that attitude to continue as Powell assumes the top spot. Furthermore, Yellen leaves office with the FOMC already moving along a gradual path to higher interest rates and a very gradual path to a smaller balance sheet. Expect those two trends to continue, too.

If there is going to be a difference between Yellen-led monetary policy and Powell-led monetary policy, we won’t see it until something about the economic outlook changes. Almost by definition, no such thing is on the horizon now.

State Associations Call for Continued Bipartisan Work on Reg Reform

LEGISLATIVE NEWS

Fifty-one state bankers associations yesterday wrote to members of the Senate Banking Committee encouraging lawmakers to continue pursuing the goal of bipartisan regulatory reform. The associations called on the committee to include in its overall proposal for regulatory reform several bills that are part of ABA’s Blueprint for Growth, including those that would allow regulators to tailor actions based on banks’ business models and risk profile, revise capital and liquidity requirements and allow mortgage loans held in portfolios to be considered “qualified mortgages.”

In addition, the associations noted that several other legislative proposals for regulatory reform have support on both sides of the aisle, such as a bill to recalibrate the systemic risk designation process and a bill to allow banks to hold municipal bonds and accept municipal deposits. They also called for legislative action on stress testing and the Volcker Rule, both of which were highlighted in the recent Treasury Department report on regulatory reform.

“The cumulative weight of thousands of pages of new regulations and guidance has overwhelmed many of America’s financial institutions, resulting in the loss of 2,800 banks — most of them community banks — in the last decade,” the associations wrote. “It is of the utmost importance that our remaining member banks are able to provide products and services to consumers that are affordable and help grow communities.”

Read the letter.

2018 Executive Development Program

2018 Executive Development Program

 

Cost: WBA/IBA Members: $3,750 per student until September 30, $4,050 thereafter

 

2018 Registration Form

2018 Brochure

 

The Executive Development Program (EDP) is a comprehensive twelve-month course, designed to cultivate the next generation of banking leaders, is an ideal opportunity for aspiring executives to step up their career and for institutions to invest in the strong bank leaders of tomorrow.

Exceptional instructors, with years of industry insights and experience, facilitate interactive course sessions that focus on the important economic, regulatory and competitive pressures facing the industry today including:

  • Today’s banking environment
  • Applied banking strategies
  • Leadership and management
  • Financial profitability, liability and sales
  • Credit and risk review
  • Legislation and politics
  • Audit and compliance with standards
  • Negotiations and conflict resolution
  • Communications best practices
  • Credibility and ethics

EDP also provides a special one-on-one mentorship program – one of only a few such opportunities in the country – pairing student participants with executives from their institutions. Mentorship is vital to student success and offers bank executives an opportunity to be directly involved in the development of future.

Mentors support their mentee on a monthly basis by reinforcing the classroom learning experience, making introductions to key executives within the bank and pairing students with business experts for assistance in their homework preparation.

 

Additionally, we ensure your bankers participating in EDP are provided with:

  • A convenient schedule designed with the busy professional in mind. Classes take place once a month over a twelve-month course period and only 6-8 hours of homework prior to each class
  • Many opportunities to network with class peers, as well as program alumni.
  • Practical skills and lessons that can be put into immediate practice.
  • A solid foundation for their career and an excellent precursor to financial educational opportunities such as the Pacific Coast Banking School.

 

To date, nearly 150 bankers from 22 banks have benefited from this intensive learning experience, graduating with the increased knowledge of banking and all functions of a financial institution. And more than half of EDP graduates have been recognized and promoted within their institutions.