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): October 20, 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) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. |
|---|
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) |
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: October 21, 2021 | Alerus Financial Corporation |
|---|---|
| By: | /s/ Randy L. Newman |
| --- | --- |
| Name: | Randy L. Newman |
| Title: | Chairman, Chief Executive Officer and President |
Exhibit99.1 ****
| Missy<br> Keney, Investor Relations<br><br><br><br><br><br><br><br>701.280.5120 (Office)<br>:: 218.791.6818 (Cell)<br><br><br><br><br><br><br><br>missy.keney@alerus.com<br><br><br><br><br><br><br><br>investors.alerus.com |
|---|
FOR IMMEDIATE RELEASE
JANETESTEP, JILL SCHURTZ, AND MARY ZIMMER JOIN BOARD OF
DIRECTORS FOR ALERUS FINANCIAL CORPORATION
GRAND FORKS, N.D. (October 21, 2021) – Alerus Financial Corporation (NASDAQ: ALRS) (the “Company”) is honored to announce the addition of Janet O. Estep, Jill E. Schurtz, and Mary E. Zimmer to its board of directors. 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. Schurtz is the current CEO and Chief Investment Officer of the St. Paul Teachers’ Retirement Fund Association and brings expertise in investment and portfolio management, retirement administration, investment banking, mergers and acquisitions, and sales and marketing management. Ms. Zimmer is a highly accomplished financial industry executive with extensive knowledge of wealth management, capital markets, strategic planning, client segmentation, and product development.
“We are fortunate to have three distinguished professionals join our board,” said Alerus Chairman, President, and Chief Executive Officer Randy Newman. “Janet, Jill, and Mary bring diverse backgrounds and a breadth of experience that will benefit our company’s long-term growth strategy.”
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. 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 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.
About Alerus Financial Corporation
Alerus Financial Corporation is a diversified financial services company headquartered in Grand Forks, N.D. 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. Clients are provided with a primary point of contact to help fully understand the unique needs and delivery channel preferences 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, Ariz. 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.