Janet O. Estep
ALERUS FINANCIALAbout Janet O. Estep
Independent director at Alerus Financial Corporation since 2021; age 68. Former CEO and President of Nacha (the U.S. ACH governing body) from 2008–2019; previously EVP of U.S. Bank’s Transaction Services Division, leadership roles at Pace Analytical, and sales/product roles at IBM. B.A. in Economics and Psychology from St. Olaf College. She brings 35+ years in payments, digital technology, product development, risk management, and regulatory oversight; she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nacha (U.S. ACH network) | Chief Executive Officer & President | 2008–2019 | Led U.S. ACH governance; deep payments and regulatory expertise. |
| U.S. Bank | EVP, Transaction Services Division | — | Large-bank transaction services leadership. |
| Pace Analytical | General Manager; led sales/marketing | — | Operational and commercial leadership. |
| IBM | Sales and product roles (HW/SW) | — | Technology and product development experience. |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| ACI Worldwide | Director | Nominating & Governance; Audit/Risk | Global payments software; relevant to ALRS payments ecosystem. |
Board Governance
- Independence: Independent director (all directors except the CEO were independent in 2025).
- Committee leadership and memberships (ALRS):
- Chair, Nominating & Corporate Governance Committee (2024–2025).
- Member, Risk Committee (2024–2025).
- Attendance: Met at least the 75% threshold for 2024 (all directors except Uribe and Bolton achieved ≥75% in 2024); all directors achieved ≥75% in 2023.
- Executive sessions and board structure: Independent Executive Chairman leads executive sessions; chair/CEO roles separated.
Committee Assignments (current and prior)
| Committee | 2024 | 2025 |
|---|---|---|
| Nominating & Corporate Governance | Chair | Chair |
| Risk | Member | Member |
Fixed Compensation
- Structure evolution:
- 2023: $35,000 cash retainer; $35,000 stock grant (fully vested at grant); $1,000 per quarterly committee meeting; chair fees ($6,000 for Nominating & Corporate Governance).
- 2024: $40,000 cash retainer; $50,000 restricted stock (vests at earlier of first anniversary or next annual meeting); chair fee for Nominating & Corporate Governance at $7,000 (raised to $8,000 prospectively after the 2024 annual meeting); meeting fees retained for 1H24 and eliminated thereafter.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (actual) | $53,000 | $53,000 |
| Stock awards (grant-date fair value, actual) | $35,000 | $50,003 |
| Total | $88,000 | $103,003 |
| Notes (policy reference) | $35k cash + $35k stock; chair $6k; meeting fees apply | $40k cash + $50k RSU; chair $7k (raised to $8k post-ASM); meeting fees phased out |
Performance Compensation
- Non-employee director equity is time-based restricted stock; no performance-based metrics disclosed for director pay.
| Performance Metrics Tied to Director Compensation | 2023 | 2024 |
|---|---|---|
| Performance-based metrics applicable to directors | None disclosed | None disclosed |
Other Directorships & Interlocks
| External Public Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| ACI Worldwide | Director | Nominating & Governance; Audit/Risk | No related-party transactions disclosed with ALRS. |
Expertise & Qualifications
- Payments and digital technology leadership: Former CEO of Nacha (2008–2019) with oversight of ACH network governance; relevant to bank payments strategy and risk.
- Large-bank operating experience: EVP at U.S. Bank (Transaction Services), bringing operational, product, and risk insights.
- Technology and product development grounding (IBM), plus P&L/operations at Pace Analytical.
- Governance: Chairs ALRS Nominating & Corporate Governance; sits on ALRS Risk Committee and ACI Worldwide’s governance and audit/risk committees.
Equity Ownership
- Stock ownership guidelines: Directors must hold 5x the annual stock retainer; as of Feb 26, 2025, all directors were compliant or within the five-year window.
- Anti-hedging policy prohibits hedging; pledging not disclosed for Estep (others disclosed separately).
| Ownership Metric | As of Mar 12, 2024 | As of Mar 12, 2025 |
|---|---|---|
| Beneficially owned shares | 8,156 | 10,715 |
| % of shares outstanding | <1% | <1% |
| Notable footnotes | Includes unvested restricted stock in count (voting) | Includes 2,559 restricted shares; excludes RSUs not entitled to vote |
Signals on Conflicts, Related Parties, and Compliance
- Related-party transactions: None disclosed involving Estep; ordinary-course banking relationships reviewed under policy.
- Section 16 compliance: 2024 proxy notes Estep had one transaction from 2022 reported late via Form 5 in 2023 (administrative timeliness issue).
- Pledging/hedging: No Estep pledging disclosed; company prohibits hedging.
| Year | Late Section 16 Reporting Noted for Estep | Notes |
|---|---|---|
| 2023 (reported in 2024 proxy) | Yes (1 Form 5 for a 2022 transaction) | Administrative timeliness; no further issues disclosed. |
| 2024 (reported in 2025 proxy) | Not cited | 2025 proxy lists late filings for other insiders, not Estep. |
Governance Assessment
-
Positives
- Independent director with deep payments/technology background; chairs Nominating & Governance and serves on Risk—aligns well with bank strategy and oversight needs.
- Attendance met board expectations (≥75% in 2024; all directors ≥75% in 2023).
- Ownership alignment via stock grants and compliance with director ownership guidelines (5x stock retainer).
- Director pay structure balances cash and equity; 2024 enhancements increased equity retainer, modest chair fee increases, and phased out meeting fees—more aligned with best practices.
-
Watch items / potential red flags
- Minor Section 16 timeliness issue in 2023 (late Form 5 for a 2022 transaction). While not material, it’s a governance hygiene item to monitor for recurrence.
- ACI Worldwide directorship: no related-party exposures disclosed, but continue monitoring for business overlaps in payments partnerships or vendor relationships.
-
Overall view: Strong governance contributor with relevant payments and risk expertise; chairing governance and sitting on risk committees suggests meaningful influence on board effectiveness. Compensation and ownership alignment appear appropriate; no material conflicts identified.