ALRS Alerus Financial Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): February 16, 2024

 

Alerus Financial Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware	001-39036	45-0375407
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

401 Demers 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 to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications 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 of Certain Officers.

 

Item 5.02(b). Departure of Certain Directors.

 

On February 16, 2024, Kevin Lemke notified Alerus Financial Corporation (the “Company”) of his decision not to stand for reelection to the Company’s board of directors at the Company’s 2024 annual meeting of stockholders. Mr. Lemke’s decision not to stand for reelection did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Lemke has been a valued presence on the Company’s board of directors, and the Company thanks him for his service.

 

Item 5.02(c). Appointment of Certain Officers.

 

On February 22, 2024, the Company announced that Forrest Wilson has been appointed to the position of Executive Vice President and Chief Retirement Services Officer of the Company, effective February 26, 2024. Mr. Wilson, age 54, previously served as the Senior Vice President of Retirement Plans Sales and Distribution at Ameritas Mutual Holding Company, a position he had held since December 2018. Prior to that, he served in various management and sales leadership roles with firms, including Allianz Global Investors, Aspire Financial Services, Empower, and Voya. Mr. Wilson will be responsible for the overall leadership and direction of the Company’s Retirement and Benefits division, which serves thousands of third-party advisors, over 8,000 employer-sponsored retirement plans, and approximately 474,000 plan participants nationwide.

 

There are no family relationships between Mr. Wilson and any of the Company’s directors or executive officers. There is no arrangement or understanding between Mr. Wilson and any other person pursuant to which he was selected as an officer, nor is the Company aware, after inquiry of Mr. Wilson, of any related-party transaction or series of transactions required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

 

Mr. Wilson will receive a compensation package, including annual base salary and bonus potential, that is consistent with the packages received by the Company’s other executive officers. He will be eligible to participate in the Company’s established short and long-term incentive bonus programs, including equity incentive plans, and to receive certain employee and fringe benefits that are available to the Company’s other executive officers. Mr. Wilson will receive a cash signing bonus and a sign-on grant of restricted stock. The sign-on grant vests over three years starting in December 2025 and continuing through December 2027.

 

In connection with the appointment of Mr. Wilson as Executive Vice President and Chief Retirement Services Officer, the Company and Mr. Wilson entered into an Executive Severance Agreement, the form of which is substantially similar to the severance agreements entered into with other executive officers of the Company. The Executive Severance Agreement sets forth the duties and obligations of each party in the event of a termination of employment and obligates Mr. Wilson to abide by the terms of certain restrictive covenants during the term of his employment and thereafter for a specified period of time. The agreement provides for an initial term of two years, with automatic renewal for an additional day on each day after the effective date, such that the agreement term is two years at all times. Either party may elect nonrenewal upon notice of one hundred and twenty days prior to termination. In the event of a change in control, the agreement automatically terminates on the second anniversary of the change in control. In the event the Company terminates Mr. Wilson for any reason other than for cause prior to a change in control, the Company must make a severance payment to him, to be paid in accordance with the Company’s regular payroll practices over 12 months, equal to the sum of (i) 100% of annual base salary; (ii) the average of the his three most recent annual bonuses; and (iii) 12 months of the Company’s portion of premiums for health, disability, and life insurance policies in which he was entitled to participate immediately prior to the termination. In the event of a termination within a 24-month period following a change in control by the Company without cause or by Mr. Wilson for a Good Reason, as defined in the agreement, the Company must provide a severance payment in a lump sum equal to twice the amount described above. All severance payments under the agreement are conditioned upon Mr. Wilson’s execution of a release of claims in favor of the Company.

 

 

A copy of the press release announcing the appointment of Mr. Wilson to the position of Executive Vice President and Chief Retirement Services Officer is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release of Alerus Financial Corporation, dated February 22, 2024
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: February 22, 2024	Alerus Financial Corporation
	By:	/s/ Katie A. Lorenson
	Name:	Katie A. Lorenson
	Title:	President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

Kris Bevill, Public Relations Manager 701.280.5076 (Office) :: 701.306.8561 (Cell) kris.bevill@alerus.com investors.alerus.com

 

 

FOR IMMEDIATE RELEASE

 

Alerus Financial Corporation Names Forrest Wilson Chief Retirement Services Officer

 

MINNEAPOLIS (February 22, 2024) – Alerus Financial Corporation (Nasdaq: ALRS) announced today that Forrest Wilson will join Alerus as Executive Vice President and Chief Retirement Services Officer, effective February 26, 2024.

 

A well-rounded retirement industry veteran, Mr. Wilson brings over 25 years of experience on both the platform/recordkeeping and investment sides of the retirement business. He has extensive knowledge in sales and distribution growth, product oversight and strategy, acquisitions, digital engagement, implementation, and service delivery, and has a proven track record in leading teams of all sizes to reach and exceed significant goals. Before joining Alerus, he spent six years at Ameritas Mutual Holding Company and served most recently as Senior Vice President of Retirement Plans Sales and Distribution, where he was accountable for all aspects of the business strategy, including several successful acquisitions, while consistently delivering strong results. Prior to that, he served in various management and sales leadership roles with firms including Allianz Global Investors, Aspire Financial Services, Empower, and Voya.

 

As Chief Retirement Services Officer, Mr. Wilson will be responsible for the overall leadership and direction of Alerus’ retirement and benefits division, which serves thousands of third-party advisors, over 8,000 employer-sponsored retirement plans, and approximately 474,000 plan participants nationwide. He will work to ensure that all client-related areas are aligned with Alerus’ client-centric, holistic, and collaborative approach to client service, focusing on the needs of Alerus’ third-party advisors, plan sponsors, and participants.

 

“Forrest is widely experienced and well known in the retirement services industry,” said President and Chief Executive Officer Katie Lorenson. “His career path has led him from the ground up through many years of leadership positions, which has provided him with a deep understanding of every aspect of the business, a unique ability to lead and develop high performing teams, and the depth of experience to repeatedly identify and implement successful growth strategies. His proven execution in integrating strategic acquisitions, accelerating organic growth, improving margins, and optimizing workflows and technology while improving the client experience aligns with our key strategic objectives.”

 

Mr. Wilson holds a bachelor’s degree in marketing from Central Connecticut State University and an MBA in finance and marketing from New York University Stern School of Business.

 

 

About Alerus Financial Corporation

 

Alerus Financial Corporation is a commercial/wealth bank and national retirement services provider with corporate offices in Grand Forks, North Dakota, and the Minneapolis-St. Paul, Minnesota metropolitan area. Through its subsidiary, Alerus Financial, N.A., Alerus provides diversified and comprehensive financial solutions to businesses and consumer clients, including banking, mortgage, retirement and benefits services, wealth management. 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 has banking and wealth management offices in Grand Forks and Fargo, North Dakota, the Minneapolis-St. Paul, Minnesota metropolitan area, and Phoenix and Scottsdale, Arizona. Alerus retirement and benefits services include retirement plans, financial wellness, health savings accounts, flexible spending accounts, health reimbursement arrangements, and COBRA. Alerus has provided retirement services since 1944 and serves advisors, brokers, employers, and plan participants across the United States. The common stock of the company trades on the Nasdaq Capital Market under the symbol ALRS.

 

# # #

 

 

v3.24.0.1

Cover	Feb. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 16, 2024
Entity File Number	001-39036
Entity Registrant Name	Alerus Financial Corporation
Entity Central Index Key	0000903419
Entity Tax Identification Number	45-0375407
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	401 Demers Avenue
Entity Address, City or Town	Grand Forks
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58201
City Area Code	701
Local Phone Number	795-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	ALRS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---