Boardroom on Fire: A Chairman's Lessons from the Recession

Author  Michael Pirovano / Year 2019 / Date  July, 3 / Publication  BankDirector.com

Company  Directorpoint / Industry  SaaS / Subject(s)  Governance, Banking

Boardroom on Fire

A Chairman's Lessons from the Recession

“A sheriff’s car pulls up—the bank is on lockdown.” David Butler wistfully recalls that day in 2009; the day he lost everything.

“It was pretty traumatic,” he admits. “You have to ask tough questions. Can we survive it? What do we do? What's our exit strategy?”

The events that transpired that fateful Friday afternoon send shivers down the spines of every bank director—the worst case scenario. No, not a robbery. The other worst case scenario.

“The FDIC comes in. They lock the doors and secure all our records before anyone’s allowed to go home.”

Butler was a founding board member of Western Community Bank. Western was big, state-chartered, and publicly-traded. In 2007, they acquired a chain of banks with a sizable chunk of money tied up in Florida real estate. In short, it was a ticking time bomb (and—spoiler alert—it was about to go off).

“Ten years ago, boards played a generic role in addressing risk,” David explains. “Our obligations were unspecific. It wasn’t afforded the level of scrutiny you see today.” SEC regulatory overhauls placed new emphasis on risk analysis and disclosure in the aftermath of the Great Recession, but hindsight is 20/20.

The early fallout of the housing market crash saw Western hemorrhaging $6 million on a quarterly basis as its directors raced to find a tourniquet for their bleeding capital account. Writing off the massive debt from delinquent mortgage loans marked David’s board as an easy scapegoat for regulators who, through some blend of broken trust and the desire to redirect public outrage, proceeded to make their lives a living hell.

“The FDIC wanted litigation wherever they could get it; half the time, even where they couldn’t,” he groans. “The public wanted heads to roll and we made perfect targets.” Western had a clean public shell; no run-ins with the SEC—they were squeaky clean. As the recession raged on, it became clear that “clean” didn’t cut it. “People were investigated, detained even, based on what? The suspicion of malfeasance? Yet we saw banks engaging in improper, verging on illegal activity walk away scot-free.”

 

This federal fishing expedition left David with a lingering paranoia; the fear that an army of pencil pushers sporting black suits and earpieces might come knocking at his door to have their Mission Impossible moment at his expense.

“I spent three years of my life looking over my shoulder, wondering whether a guy with a hunch was about to end my career.”

One month into 2009, Western’s shares plunged 95%. The finger of blame inevitably found a target. “Our CEO was a great guy, but the recession hit him like headlights on a deer,” Butler laments. “We asked him to resign. It was one of the most painful things I’d ever done.” The resulting shuffle in leadership landed David in the role of acting chairman.

 

“My job primarily became keeping morale up as we scrambled to find a partner,” he recounts. “We didn’t want depositors losing money, but we didn’t want to lose depositors. If they’ve got half a million in the bank, telling them to move it is hard, but it’s the right thing to do.” Depositors weren’t the only people Western risked losing. The FDIC shot down attempts to offer retention bonuses, leaving David at the mercy of employees’ goodwill. “How do you ask someone not to jump ship when they’re waist-deep in water?” 

 

As Butler fought to keep all hands on deck, Western’s board was rocking from the turbulence of days spent sparring over the bank’s balance sheet and late-night conference calls consumed by quarrels over how and where they would stretch its tier one capital.

“You can’t measure the character of your board until it’s been strained.”

The pursuit of partnership opportunities fanned the flames of many a fiery debate. Their options were limited:  secure a merger, acquisition, or an investor with deep pockets and low inhibitions. “It would require a serious haircut for shareholders,” David muses, “but we would have avoided insolvency.”

 

Their search was cut short, however, as the recession caught Western early in the audit cycle. “It wasn’t long before they handcuffed us with a going concern.” The auditor’s going concern statement, shorthand for a death warrant to a would-be partner or investor, dropped a sisyphean boulder in front of their uphill battle as tensions in the boardroom boiled over.

 

“We had our share of those who didn’t stay the course,” he concedes. “Some resigned; some pointed blame—but then there were the ones who stuck it out. Even when it looked hopeless; even when tensions ran high, their commitment never wavered. I hold those people in the highest regard to this day.” 

 

It was an act of bittersweet mercy when, in May of 2009, the other shoe finally dropped. A cataclysmic cease and desist order earlier in the year saddled Western’s board with a bureaucratic obstacle course of audits, reorgs, policy rewrites, and loan appraisals; with no less than 15 deadlined reports to the state banking commission. One of the many hoops the board was forced to throw itself through required a reevaluation of Western’s loan loss reserves; an amount they determined to be $33 million. Butler was called to meet with the FDIC shortly thereafter.

“They sat me down and told me we needed $47 million. I told them they were about to close my bank. We all sat there silently for a minute.”

In August of 2009, the state banking commission seized control of Western Community Bank, just $2 million shy of meeting its reserve requirement. The bank was immediately turned over to the FDIC and subsequently sold to a local competitor for pennies on the dollar. Branches closed their doors at the end of business hours on Friday and reopened under a new name on Monday morning. The entire process took 72 hours.

 

So where was David, the man who fought tooth and nail to keep the bank—a bank he helped to found—alive? Where was David, the man who risked it all, that Friday afternoon when they came to take it all away? “I went to the beach.”

 

“Our legal counsel advised us to stay away from the transition to avoid any situation where we might be questioned without an attorney present,” he explains. “We gave it our best and our best wasn’t enough. So my wife packed a picnic basket and we drove to the beach.”

 

What about the anger; the resentment; the righteous indignation at the hopelessness of it all? “There was plenty of that to go around,” he admits. “The fact that we could fail was all they needed to treat us like we would. But you reach a certain age where you don’t have time to be angry. There’s no use holding onto all that bitterness.”

 

David did eventually reach out to executives still working at the bank. The new leadership retained about 80% of Western’s staff and, after a few long months and more than a few beachside margaritas, he moved on. Moving forward has given him a chance to look back.

 

A decade has passed since that Friday afternoon when David Butler lost it all. Murmurs of a looming recession seep from the rich vein of alarmist gossip to circulate amongst those with a finger on the pulse. “If those kind of whispers reach your ears, it means you've kept one to the ground,” David posits. “If you’re a bank director, you’ve got a choice. You can pick that ear up off the ground and look towards the future or,” he adds with a grin, “you can bury the rest of your head.”