Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 20, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the board of directors (the "Board") of Alerus Financial
Corporation (the "Company"), the Board increased its size to 10 directors and
appointed each of Janet O. Estep, Jill E. Schurtz and Mary E. Zimmer to the
newly-created seats, effective immediately. On October 21, 2021, the Company
issued a press release, attached as Exhibit 99.1, announcing the appointment of
each of the new directors. Biographical information for each of the new
directors is as follows:
Ms. Estep is an experienced executive with extensive knowledge of digital
technology, electronic payments, strategic planning, mergers and acquisitions,
product development, and sales, marketing, and risk management. Ms. Estep
retired in 2019 as CEO of Nacha, the governing body for the US ACH payment
network. Before joining Nacha, she served as Executive Vice President of U.S.
Bank's Transaction Services Division. Prior roles included leading the sales and
marketing teams of Pace Analytical, as well as its major environmental lab
location. Before these roles, Ms. Estep developed extensive technology knowledge
through many field and headquarters positions with IBM, managing sales teams,
and product development for both hardware and software. She received a B.A. in
Economics and Psychology from St. Olaf College and currently serves on the board
of ACI Worldwide, a global payments software provider, serving on its Nominating
and Governance and its Audit/Risk Committees.
Ms. Schurtz is the current CEO and Chief Investment Officer of the St. Paul
Teachers' Retirement Fund Association (SPTRFA), where she is responsible for the
$1.3B investment fund and the administration of $120M of annual pension
benefits. Ms. Schurtz brings expertise in investment and portfolio management,
retirement administration, investment banking, mergers and acquisitions, and
sales and marketing management. She is a graduate of the United States Military
Academy, West Point, and served seven years in the US Army, where she attained
the rank of Captain. Following her military service, she received her JD from
Columbia Law School. Prior to joining SPTRFA, Ms. Schurtz held CEO and COO roles
at Robeco-Sage Investment Management, served as a director in Knight Equity
Markets' technical research group, was an attorney at Skadden, Arps, Slate,
Meagher & Flom LLP & Affiliates, and served as a vice president in investment
banking at US Bancorp Piper Jaffray. She currently serves on the M.A. Mortenson
Company Board of Directors, where she also chairs the investment committee.
Ms. Schurtz also serves as a member of the West Point Association of Graduates
Investment Committee.
Ms. Zimmer is a highly accomplished financial industry executive with extensive
knowledge of wealth management, capital markets, strategic planning, client
segmentation, and product development. Ms. Zimmer brings more than 35 years of
experience in financial services, most recently serving as Regional President
for Wells Fargo Advisors (WFA) wealth management business. In her role as
Regional President, she led the Northern Region covering ten states across the
Midwest and Northwest. Ms. Zimmer later launched and led WFA's Diverse Client
Segments team. Prior to Wells Fargo, she held leadership roles at Royal Bank of
Canada (RBC) U.S. Wealth Management, including Head of International Wealth USA,
Head of Wealth Management Services, and Chief Operating Officer/Chief
Administrative Officer. Before beginning her wealth management career,
Ms. Zimmer worked in public accounting as a licensed CPA at Arthur Young (now
Ernst & Young). Ms. Zimmer received her B.A. in Business and Accounting at the
University of Saint Thomas and her M.B.T. in Business Taxation at the University
of Minnesota - Carlson School of Management.
The Board has determined that each of Ms. Estep, Ms. Schurtz and Ms. Zimmer is
an independent director under the applicable listing standards of the Nasdaq
Stock Market. As of the date of this filing, none of the newly appointed
directors has been appointed to any committees of the Company. There are no
arrangements or understandings between any of Ms. Estep, Ms. Schurtz or
Ms. Zimmer and any other person pursuant to which any of them were appointed to
serve on the Board. There are no transactions in which the Company is a party
and in which any of the newly appointed directors has a material interest
subject to disclosure under Item 404(a) of Regulation S-K.
Each of the new directors will participate in the Board's standard non-employee
director compensation arrangements, as described under "Corporate Governance and
the Board of Directors-Director Compensation" in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on April 1, 2021,
which description is incorporated herein by reference, as such arrangements may
be amended from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Alerus Financial Corporation
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
© Edgar Online, source Glimpses