Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Chief Financial Officer
On January 28, 2022, Alerus Financial Corporation (the "Company") announced
that, effective on February 1, 2022, Alan Villalon will become the new Chief
Financial Officer of the Company, a position previously held by Katie A.
Lorenson, the Company's President and Chief Executive Officer.
Mr. Villalon, age 48, previously served as Deputy Director of Investor Relations
and Senior Vice President of U.S. Bank, a position he held since 2020.
Mr. Villalon is a seasoned executive with over 25 years of experience in
financial services. Prior to U.S. Bank, he spent most of his career in equity
analyst research roles, including serving as a Senior Research Analyst at
Thrivent Asset Management, and a Senior Research Analyst at Nuveen Asset
Management/First American Funds Advisors.
In connection with his employment, Mr. Villalon will receive a compensation
package that is consistent with the packages received by the Company's other
executive officers. Mr. Villalon received a signing bonus and will receive an
annual base salary. He will be eligible to participate in the Company's
established short and long-term incentive bonus programs and to receive certain
employee and fringe benefits that are available to the Company's other executive
officers. Mr. Villalon also received a grant of restricted stock, which vests
over three years starting on the effective date of his employment.
In connection with the appointment of Mr. Villalon as Chief Financial Officer,
the Company and Mr. Villalon 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. Villalon 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
twenty-four months, with automatic renewal for an additional day on each day
after the effective date, such that the agreement term is twenty-four months 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. Villalon for any reason other
than for cause prior to a change in control, the Company must provide a
severance payment, to be paid in accordance with the Company's regular payroll
practices over twelve months, equal to the sum of (i) one hundred percent of his
annual base salary; (ii) the average of his past three years short-term bonuses;
and (iii) twelve 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
twenty-four month period following a change in control by the Company without
cause or by the named executive officer for 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. Villalon's execution of a release of claims in favor of the
Company.
There are no arrangements or understandings between Mr. Villalon and any other
persons pursuant to which Mr. Villalon was selected as Chief Financial Officer
of the Company, nor is the Company aware, after inquiry of Mr. Villalon, 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. There are no family relationships between Mr. Villalon
and any director or executive officer of the Company.
Appointment of New Chief Accounting Officer
On January 28, 2022, the Company announced that, effective on January 28, 2022,
Jerrod Hanson will become the new Chief Accounting Officer and Senior Vice
President of the Company. Mr. Hanson, age 51, previously served as Controller of
the Company for over the past two decades.
In connection with his employment, Mr. Hanson will receive a compensation
package that is consistent with the packages received by the Company's other
senior officers. Mr. Hanson will receive an annual base salary. He will be
eligible to participate in the Company's established short and long-term
incentive bonus programs and to receive certain employee and fringe benefits
that are available to the Company's other senior officers.
There are no arrangements or understandings between Mr. Hanson and any other
persons pursuant to which Mr. Hanson was selected as Chief Accounting Officer of
the Company, nor is the Company aware, after inquiry of Mr. Hanson, 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. Hanson 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, 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 Mr. Hanson and any director or executive officer
of the Company.
Item 8.01 Other Events.
On January 28, 2022, the Company issued a press release announcing the
appointments of Mr. Villalon and Mr. Hanson, 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 January 28, 2022
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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