8-K
ALERUS FINANCIAL CORP (ALRS)
United
States
Securities
And Exchange Commission
Washington, DC 20549
FORM 8-K
CurrentReport Pursuant to
**Section 13 or 15(**d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 14, 2021
Alerus
Financial Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39036 | 45-0375407 |
|---|---|---|
| (State or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
401Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(701) 795-3200
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value per share | ALRS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain 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. |
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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<br>inline XBRL document) |
SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 20, 2021 | Alerus Financial Corporation | |
|---|---|---|
| By: | /s/ Randy L. Newman | |
| Name: | Randy L. Newman | |
| Title: | Chairman, Chief Executive Officer and President |
Exhibit 99.1
| Kris Bevill, Public Relations<br><br><br><br>701.280.5076 (Office) :: 701.306.8561 (Cell)<br><br><br><br>kris.bevill@alerus.com<br><br><br><br>investors.alerus.com |
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FOR IMMEDIATE RELEASE
ALERUSFINANCIAL CORPORATION ANNOUNCES CEO TRANSITION
Katie A. Lorenson to Succeed Randy L. Newmanas President and Chief Executive Officer, Effective January 1, 2022
GRAND FORKS, N.D. (September 20, 2021) – Alerus Financial Corporation (Nasdaq: ALRS) (the “Company”) announced today that its Board of Directors appointed Katie A. Lorenson, the Company’s current Executive Vice President and Chief Financial Officer, as the Company’s next President and Chief Executive Officer, effective January 1, 2022. Ms. Lorenson will also join the Company’s Board of Directors upon assuming her new role. Randy L. Newman will transition to the role of Executive Chairman of the Board to ensure a seamless leadership transfer.
“Katie is a proven leader and seasoned executive with a deep understanding and passion for our business,” said Chairman, President, and Chief Executive Officer Randy Newman. “Since Katie joined Alerus in 2017, she has been an indispensable strategic partner to me, our leadership team, and the Board of Directors. Katie brings relentless focus to executing our strategic plan and building our business, by attracting, retaining, and developing employees and growing the Company. She has a proven track record of leadership, successfully integrating acquisitions and aligning resources for growth. The Company is well-positioned for continued success, and I have full confidence that Katie will continue to advance our Company.”
In addition to serving as the Company’s Executive Vice President and Chief Financial Officer, Lorenson leads Alerus’ business segments, including banking, retirement and benefit services, wealth management, and mortgage. She also spearheaded Alerus’ initial public offering in 2019 and has played an integral role in the Company achieving consistently strong financial results since it began trading on the NASDAQ in September of 2019.
Lorenson brings extensive experience overseeing financial service organizations. Before joining Alerus in December 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 her Chief Financial Officer roles, Ms. Lorenson served as Manager on the Financial Institutions Team for RSM US LLP.
“I am deeply honored to have the opportunity to succeed Randy and lead Alerus as we continue our path to positively impact our clients’ financial potential,” said Lorenson. “Together with the Alerus leadership team and our employees, I plan to continue building on the strong foundation already in place. I look forward to working with Randy in his role as Executive Chairman as we grow the Company by executing our strategic mission to deliver holistic advice, with unparalleled service, and engaging technology.”
“The Board has agreed that Katie is the right person to lead Alerus moving forward,” said Dan Coughlin, Lead Independent Director of the Company’s Board of Directors. “Her ability to envision the future and set strategy combined with her deep commitment to Alerus employees and clients are widely known and respected within the Company. We believe she will maintain continuity and further position the Company for continued success.”
Coughlin continued, “Randy’s passion, pride, and purpose have shaped the past, present, and future of our Company. In his 40 years with Alerus, he has instilled a high performing culture focused on working in the clients’ best interests and always doing the right thing. His tenure has been extraordinary, growing annual net income from $5.1 million in 1995 to $44.7 million in 2020. On behalf of the Board of Directors, we’re thankful for his leadership and pleased that he will continue as Executive Chairman of the Board, making this a smooth leadership transition.”
“Leading and growing Alerus is one of the greatest honors of my life. I’m proud of the company we’ve built, humbled by the talented people I’ve worked alongside, and pleased with all we’ve achieved,” said Newman. “This transition comes at the right time. With an experienced management team, key strategic investments in technology, engaged employees, and a diversified revenue stream, we are well-positioned for our continued momentum to serve our clients as trusted financial advisors and in turn, create long-term shareholder value.”
Mr. Newman joined Alerus, formerly First National Bank North Dakota, in 1981, and became President in 1987 and Chief Executive Officer in 1995. Under his leadership, Alerus successfully navigated the devastating flood of 1997 in Grand Forks, the Great Recession in 2008, and the ongoing COVID-19 pandemic. His vision to expand the Company outside of North Dakota and enter into new business lines of retirement, benefits, and payroll services resulted in a long-term expansion that includes 24 acquisitions and the evolution of Alerus into a diversified financial services company.
About Alerus Financial Corporation
Alerus Financial Corporation is a diversified financial services company headquartered in Grand Forks, ND. Through its subsidiary, Alerus Financial, N.A., Alerus provides innovative and comprehensive financial solutions to business and consumer clients through four distinct business segments—banking, retirement and benefit services, wealth management, and mortgage. Alerus provides clients with a primary point of contact to help fully understand the unique needs and delivery channel preferences of each client. Clients are provided with competitive products, valuable insight and sound advice supported by digital solutions designed to meet the clients’ needs. Alerus Financial banking and wealth management offices are located in Grand Forks and Fargo, ND, the Minneapolis-St. Paul, MN metropolitan area, and Scottsdale and Mesa, AZ. Alerus Retirement and Benefits plan administration offices are located in St. Paul, MN, East Lansing, MI, and Littleton, CO.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described in the “Risk Factors” sections of reports filed by Alerus Financial Corporation with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.