Forrest R. Wilson
ALERUS FINANCIALAbout Forrest R. Wilson
Forrest R. Wilson is Executive Vice President and Chief Retirement Services Officer at Alerus Financial Corporation, appointed effective February 26, 2024. He is 55, with 25+ years in retirement services; he holds a B.S. in Marketing (Central Connecticut State University) and an MBA in Finance and Marketing (NYU Stern) . He leads Alerus’ retirement and benefits division, serving thousands of advisors, over 8,000 employer-sponsored plans, and ~474,000 participants nationwide . Company performance metrics that drive incentive pay in 2024 achieved or exceeded targets: Adjusted Net Income $27.955 million, Adjusted Total Revenue $218.035 million, ROE 7.03%, delivering a 104% of-target STI payout; Company TSR (SEC pay-versus-performance) showed $73 value of $100 initial investment at 12/31/24 (cumulative since 12/31/21) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameritas Mutual Holding Company | SVP, Retirement Plans Sales & Distribution | 2018–2024 | Accountable for strategy and several acquisitions; led sales and distribution growth |
| Allianz Global Investors; Aspire Financial Services; Empower; Voya | Various management and sales leadership roles | Not disclosed | Built breadth across recordkeeping/platform and investments; scaled teams and growth execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships or external board roles disclosed |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base salary (rate) | $375,000 | Set upon hire for 2024 |
| Base salary (earned) | $317,307 | Partial-year from 2/26/2024 start |
| Target bonus % of salary | 40% | STI max 150% of target |
| STI payout (cash) | $130,000 (104% of $125,000 target) | Committee approved 104% outcome |
| Sign-on cash | $150,000 | Paid at hire |
| Perquisites | $4,880 | Auto/cell and executive physical |
| 401(k) match | $11,850 | Company contribution |
| ESOP contribution | $10,350 | Company contribution |
| Deferred compensation | $0 contributed (2024) | Plan available; no company match in 2024 |
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income (ANI) | 50% | $23.733m | $27.921m | $32.109m | $27.955m | Contributed to 106.0% calc; committee approved 104.0% overall |
| Adjusted Total Revenue | 25% | $169.304m | $199.181m | $229.058m | $218.035m | Contributed to 106.0% calc; committee approved 104.0% overall |
| ROE (non‑GAAP) | 25% | 6.10% | 7.18% | 8.62% | 7.03% | Contributed to 106.0% calc; committee approved 104.0% overall |
- STI payout for Wilson: $130,000 on $125,000 target (104%) .
Long-Term Incentive (LTI) – 2024 Award Structure
| Metric | Weight | Threshold | Target | Maximum | Payout vs Target |
|---|---|---|---|---|---|
| Relative 3-year EPS CAGR vs KBW Regional Bank Index | 50% | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% at threshold/target/max |
| Relative 3-year Average ROE vs KBW Regional Bank Index | 50% | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% at threshold/target/max |
2024 Equity Grants (Wilson)
| Grant Date | Award Type | Units/Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024-02-26 | Restricted Stock (sign-on) | 9,204 | $200,000 | 3,068 on 12/31/2025; 3,068 on 12/31/2026; 3,068 on 12/31/2027 |
| 2024-02-27 | Time-Based RSUs | 2,289 | $50,000 | Cliff vest 02/27/2027 (death/disability/retirement accelerators per plan) |
| 2024-02-27 | Performance-Based RSUs (target) | 3,434 | $75,000 | Performance period 1/1/2024–12/31/2026; vest based on relative EPS CAGR and ROE (50/50) |
Additional context:
- Prior LTI cycle (2022–2024) for NEOs paid 0% on PSUs due to below-threshold cumulative net income; dividends on those PSUs forfeited .
- Alerus currently does not grant stock options; policy statements on options timing apply if reinstated .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Forrest R. Wilson | 9,207 (includes 3 ESOP shares and 9,204 unvested restricted stock; excludes RSUs) | <1% (star-designated) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Unvested Units/Shares | Market Value (@ $19.24) |
|---|---|---|
| Restricted stock + time-based RSUs | 11,493 | $221,125 |
| Performance-based RSUs (target) | 3,434 | $66,070 |
- Ownership guidelines: Executives must hold 2× base salary; measured inclusive of unvested RSUs; as of Feb 26, 2025, all NEOs were in compliance or within the five-year window .
- Hedging/pledging: Hedging prohibited; no pledging disclosed for Wilson (footnote lists pledges for other insiders; Wilson’s footnote contains no pledging notation) .
Vesting Schedule and Potential Selling Pressure
| Date | Shares | Instrument |
|---|---|---|
| 12/31/2025 | 3,068 | Sign-on restricted stock tranche |
| 12/31/2026 | 3,068 | Sign-on restricted stock tranche |
| 12/31/2026 (post-certification) | 0–5,151 (0–150% of 3,434 target) | PSUs subject to KBW-relative EPS CAGR/ROE |
| 12/31/2027 | 3,068 | Sign-on restricted stock tranche |
| 02/27/2027 | 2,289 | Time-based RSUs cliff vest |
Note: Wilson had no vestings in 2024 (zero shares vested for him) .
Employment Terms
Severance and Change-in-Control Economics
| Provision | Base Case (No CIC) | Change-in-Control (within 24 months) |
|---|---|---|
| Cash severance | 12 months of: 100% of base salary + average of last 3 annual bonuses | 2× the “base case” amount, paid lump sum |
| Benefits continuation | 12 months of company-paid health/disability/life premiums | Same period as above; included in CIC scenario totals |
| Conditions | Release of claims; restrictive covenants | Same |
Illustrative potential payouts as of 12/31/2024 (company methodology):
- Termination without cause (no CIC): $798,817 total (cash severance $491,250; benefits $20,372; acceleration of stock awards $287,195) .
- Termination without cause/for good reason (CIC): $1,290,067 total (cash severance $982,500; benefits $20,372; acceleration $287,195) .
Other governance protections:
- Clawback policy compliant with SEC/Nasdaq; applies to incentive comp (cash/stock) .
- Insider trading and anti-hedging policies prohibit hedging of company stock .
- Equity plan CIC terms: double-trigger vesting for stock awards when plan assumed; immediate vesting if plan not assumed; performance awards vest based on performance attainment mechanics at CIC .
Performance Compensation Mechanics (Design Detail)
| Topic | 2024 Practice |
|---|---|
| STI metrics and calibration | ANI (50%), Adjusted Total Revenue (25%), ROE (25%); oversight discretion to adjust for one-time items; 50%–150% payout band; no individual modifiers . |
| LTI design (from 2024 grants) | 60% PSUs (relative EPS CAGR and relative Avg ROE vs KBW Regional Bank Index; 25th/50th/75th percentiles = 50%/100%/150% payout), 40% time-based RSUs with 3-year vest . |
| Prior LTI cycle | 2022–2024 PSUs paid 0% to NEOs due to below-threshold cumulative net income . |
Investment Implications
- Pay-for-performance alignment: 2024 STI and LTI metrics emphasize profitability (ANI/ROE) and relative performance, curbing windfalls and linking payouts to core value drivers; 2024 STI paid modestly above target (104%), and the recent PSU cycle (2022–2024) paid 0%, reinforcing discipline .
- Retention and supply overhang: Wilson’s equity vests are concentrated in 2025–2027 (Dec 31 tranches and a Feb 27, 2027 cliff); while not indicative of selling intent, these dates can create incremental liquidity windows; PSUs add variability depending on relative performance into 2026 .
- Alignment and risk controls: No pledging disclosed for Wilson; anti-hedging and clawback policies apply; ownership guideline of 2× salary with five years to comply supports long-term alignment .
- Change-in-control leverage: 2× CIC severance multiple (vs CEO at 2.99×) plus equity acceleration under plan terms presents standard but not excessive CIC economics; materially higher payouts would require a qualifying termination post-CIC .
- Division execution risk: Mandate spans growth, acquisitions, digital engagement, and service delivery across >8,000 plans and ~474k participants; execution in sales distribution and integration historically cited as strengths, but near-term value creation depends on sustaining ANI/ROE targets and achieving KBW-relative LTI metrics through 2026 .