Firstcommercialbk

The Director of Loan Review and Corporate Governance is responsible for administering the Bank’s independent loan review function in accordance with applicable FDIC regulations, the Interagency Guidelines Establishing Standards for Safety and Soundness, and the Bank’s Board-approved Loan Policy. The position provides objective, independent assessments of the quality of the Bank’s loan portfolio, the effectiveness of credit administration, the accuracy of internal risk ratings, and compliance with established lending policies.

This position serves as a key component of the Bank’s enterprise risk management framework by providing the Board of Directors and Executive Management with timely and independent evaluations of credit risk. The position maintains organizational independence from all lending, underwriting, and credit approval activities and reports significant findings directly to Executive Management and the Board and Risk Management Committee.

In addition to directing the Bank’s independent loan review function, the Director serves as the Bank’s Director of Corporate Governance and is responsible for supporting effective governance practices, Board administration, regulatory governance compliance, and corporate records management.

Shall report functionally to the Board of Directors and administratively to the President and Chief Operating Officer.

Key ResponsibilitiesIndependent Loan Review

• Administer an independent, risk-based loan review program appropriate for the Bank’s size, complexity, and commercial lending activities.
• Develop and execute an annual Board-approved loan review plan using a risk-based methodology.
• Ensure sufficient review coverage of commercial, commercial real estate, construction, agricultural, and other higher-risk lending portfolios.
• Work alongside the Director of Loan Compliance in the review of consumer loans for both underwriting, fair lending, and consumer compliance regulations
• Perform independent evaluations of credit quality, underwriting, collateral protection, guarantor support, and repayment capacity.
• Validate the appropriateness of the Bank’s internal credit risk ratings and recommend changes where warranted.
• Evaluate compliance with Board-approved loan policies, underwriting standards, and regulatory guidance.
• Identify emerging credit weaknesses and adverse portfolio trends before they materially impact asset quality.
• Evaluate criticized and classified assets for consistency with regulatory definitions.
• Assess adequacy of borrower financial analysis, global cash flow analysis, guarantor support, collateral valuation, covenant monitoring, and ongoing credit administration.
• Evaluate concentrations of credit by borrower, industry, geography, collateral type, and other meaningful risk characteristics.
• Assess the effectiveness of problem asset identification, monitoring, and resolution practices.

Reporting

• Prepare comprehensive written reports for Executive Management, the Board of Directors, and the Risk Management Committee on a quarterly basis.
• Report trends in asset quality, underwriting exceptions, policy exceptions, portfolio concentrations, and credit administration practices.
• Monitor management’s corrective action plans and report the status of outstanding findings.
• Escalate significant credit concerns promptly to Executive Management and the Board.

Regulatory Compliance

• Maintain a loan review program that meets FDIC supervisory expectations for independent credit risk review.
• Assist management during FDIC examinations and external loan review audits by providing loan review reports, supporting documentation, and portfolio analyses.
• Monitor changes in banking regulations and supervisory guidance affecting commercial credit risk management.
• Recommend revisions to Bank policies and loan review procedures as regulatory expectations evolve.
• Leadership
• Maintain appropriate training and continuing education in commercial credit analysis, regulatory guidance, and risk management.
• Promote consistency, objectivity, and independence throughout the loan review process.

Independence Requirements

To preserve the independence of the loan review function, the Director of Loan Review:

• Shall not originate, underwrite, approve, renew, or modify credit facilities.
• Shall have no individual lending authority or exceptions approval authority.
• Shall report functionally to the Board of Directors and administratively to the President and Chief Operating Officer

Additional Responsibilities – Director of Corporate GovernanceBoard Governance

• Coordinate Board and Committee governance processes to ensure compliance with the Bank’s Bylaws, Corporate Governance Guidelines, and applicable federal and state banking regulations.
• Develop and maintain the annual Board and committee meeting calendar.
• Coordinate the preparation, review, and distribution of Board and committee meeting materials.
• Attend Board and committee meetings and maintain accurate minutes and official records.
• Monitor and track Board resolutions, action items, and follow-up activities.
• Maintain the Board policy approval schedule and governance calendar.

Corporate Records

• Serve as custodian of the Bank’s corporate records.
• Maintain official corporate records, including Articles of Incorporation, Bylaws, Board resolutions, committee charters, stock records (if applicable), and governance documents.
• Ensure corporate records are maintained in accordance with regulatory and legal retention requirements.
• Coordinate execution and certification of corporate documents as authorized.
• Governance Compliance
• Work alongside President and Chief Operating Officer, as well as the Chief Risk Officer to monitor developments in banking regulations, corporate governance standards, and regulatory expectations affecting Board governance.
• Work alongside President and Chief Operating Officer, as well as the Chief Risk Officer to coordinate the annual review of governance policies and committee charters.
• Work alongside President and Chief Operating Officer, as well as the Chief Risk Officer to ensure Board policies are reviewed and approved in accordance with established schedules.
• Assist management in responding to governance-related examination findings and recommendations.
• Support regulatory examinations by providing governance documentation requested by FDIC examiners and other regulatory agencies.

Committee Administration

• Coordinate governance support for all Board committees.
• Responsibilities include agenda coordination, meeting logistics, preparation of meeting materials, minute preparation, tracking committee actions, and maintaining committee records.

Minimum Qualifications

• Bachelor’s degree in Finance, Accounting, Business Administration, Economics, or related discipline.
• Five (5) or more years of commercial banking experience with significant expertise in commercial credit analysis.
• Minimum five (5) years of experience in loan review, commercial credit administration, credit risk management, or commercial underwriting.
• Demonstrated experience evaluating commercial real estate, commercial and industrial, construction, and complex commercial loan relationships.
• Thorough knowledge of FDIC examination expectations, commercial lending practices, and regulatory credit classification standards.
• Thorough knowledge of consumer compliance regulations, including fair lending.
• Thorough knowledge of corporate governance principles applicable to FDIC-supervised financial institutions.
• Familiarity with Board governance best practices and committee administration.
• Knowledge of state corporate law applicable to financial institutions.
• Strong understanding of the Current Expected Credit Loss (CECL) methodology and its relationship to independent loan review.
• Excellent analytical, communication, presentation, and leadership skills.
• Strong organizational and project management skills.
• Exceptional written communication and minute-writing abilities.
• Ability to maintain confidentiality while exercising sound judgment and discretion.