Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of Current President and Chief Executive Officer
On September 20, 2021, Alerus Financial Corporation (the "Company") announced
that, effective on January 1, 2022, Randy L. Newman will retire from his roles
as President and Chief Executive Officer of the Company. Beginning on January 1,
2022, Mr. Newman will serve as Executive Chairman of the Company until the 2022
annual meeting of stockholders, and thereafter, Mr. Newman intends to continue
to serve as a director of the Company, subject to the Company's nominating
policies and procedures and election by the Company's stockholders.
Appointment of New President and Chief Executive Officer
Upon Mr. Newman's retirement on January 1, 2022, Katie A. Lorenson, will become
the new President and Chief Executive Officer of the Company. She will also
become a director of the Company, effective on January 1, 2022. Ms. Lorenson,
age 41, currently serves as Executive Vice President and Chief Financial Officer
of the Company, and she will serve in these capacities until January 1, 2022.
Ms. Lorenson is a seasoned executive with extensive experience overseeing
financial service organizations. Before joining the Company in 2017, she served
as Chief Financial Officer for a publicly traded, regional financial institution
from 2015 to 2017 and as Chief Financial Officer for a large, privately held
financial institution from 2011 to 2015. Prior to these roles, Ms. Lorenson
served as Manager on the Financial Institutions Team for RSM US LLP.
Effective as of January 1, 2022, Ms. Lorenson's annual base salary will be
$550,000. In addition, at the same time as the Company makes awards to other
senior executives, Ms. Lorenson will be eligible for an annual bonus, based on
2022 performance, with a target level of 50% of her annual base salary and an
initial long-term incentive award, for the performance period commencing
January 1, 2022, with a target level of 50% of her annual base salary.
The Company has engaged an executive search firm to identify and evaluate
potential successors to the Chief Financial Officer position. Both internal and
external candidates will be considered, and Ms. Lorenson will work with the
search firm to ensure the successful identification of a successor Chief
Financial Officer.
There are no arrangements or understandings between Ms. Lorenson and any other
person pursuant to which she was selected as President and Chief Executive
Officer of the Company. Ms. Lorenson has engaged in ordinary banking
transactions with the Company's subsidiary bank, Alerus Financial, National
Association (the "Bank"), in the past, including loans that were made in the
ordinary course of business, which were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable loans with persons not related to the Company or the Bank and did not
involve more than the normal risk of collectability or present other unfavorable
features. There are no family relationships between Ms. Lorenson and any
director or executive officer of the Company.
Appointment of New Director
On September 14, 2021, the Board of Directors of the Company (the "Board")
increased the number of directors constituting the entire Board from seven to
eight directors, effective on January 1, 2022, and, upon the recommendation of
the Company's Nominating and Corporate Governance Committee, appointed Katie
Lorenson as a director to fill the vacancy created by this increase.
Ms. Lorenson's initial term will expire at the 2022 annual stockholder meeting.
As an employee director of the Company, Ms. Lorenson will not participate in the
Company's non-employee director compensation program and will not receive any
additional compensation as a director. There are no arrangements or
understandings between Ms. Lorenson and any other person pursuant to which she
was selected as a director.
Item 8.01 Other Events.
On September 20, 2021, the Company issued a press release announcing
Mr. Newman's retirement and Ms. Lorenson's appointment, a copy of which is filed
herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Alerus Financial Corporation, dated September 20, 2021
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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