Jim R. Collins
ALERUS FINANCIALAbout Jim R. Collins
Jim R. Collins is Executive Vice President and Chief Banking and Revenue Officer at Alerus Financial Corporation, a role he has held since 2022; he is 53 years old and has three years of tenure at Alerus, with 30+ years of commercial banking experience overseeing banking and wealth revenue functions including sales, client segmentation, and servicing . Company-level pay-for-performance metrics that influence his incentives include Adjusted Net Income, Adjusted Total Revenue, ROE, and EPS; in 2024 the STI metrics were achieved slightly above target (Comp Committee approved 104% payout), with ANI at $27.955 million, Adjusted Total Revenue at $218.035 million, and ROE at 7.03% . For broader performance context during his Alerus tenure, company TSR for a $100 initial investment was $82 in 2022, $82 in 2023, and $73 in 2024; ROE was 12.74% (2022), 9.33% (2023), and 7.03% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old National Bank | Minnesota regional CEO and President of Corporate Banking | Not disclosed | Led regional corporate banking and operations, prior to joining Alerus in 2022 |
| Anchor Bank | Various leadership roles, including SVP of Commercial, Community and Wealth | 13 years | Senior leadership culminating prior to Old National’s acquisition of Anchor Bank in 2017 |
External Roles
No external public-company directorships or other external roles were disclosed for Collins in the 2025 proxy’s executive officer biographies section .
Fixed Compensation
Base salary rates:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $430,000 | $445,000 |
| Percent Change | — | 3.5% |
Summary Compensation (as reported in SCT):
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $422,212 | $445,000 |
| Bonus | $40,420 | $0 |
| Stock Awards | $124,500 | $178,000 |
| Non-Equity Incentive Plan Compensation | $108,360 | $185,120 |
| All Other Compensation | $30,530 | $33,766 |
| Total | $726,022 | $841,886 |
Key compensation design features (company-wide for NEOs) include fixed base salaries, annual cash bonuses with maximum 150% of target, and LTI awards split 60% PSUs and 40% time-based RSUs; option awards are not currently granted .
Performance Compensation
Short-Term Incentive (STI) metrics and outcomes (Company-level 2024):
| Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Adjusted Net Income (ANI) | 50% | $23.733m (85% of budget) | $27.921m | $32.109m (115% of budget) | $27.955m |
| Adjusted Total Revenue | 25% | $169.304m (85% of budget) | $199.181m | $229.058m (115% of budget) | $218.035m |
| Return on Equity (ROE) | 25% | 6.10% (85% of budget) | 7.18% | 8.62% (120% of budget) | 7.03% |
| Total Achievement | — | — | — | — | 106.0% (Comp Committee approved 104.0%) |
Collins STI payout (2024):
| Item | Value |
|---|---|
| Target Bonus (% of Salary) | 40% |
| Target Bonus ($) | $178,000 |
| Bonus Incentive Paid ($) | $185,120 |
Long-Term Incentives (2024 grants under 2019 Equity Incentive Plan):
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Time-Based RSUs | Feb 27, 2024 | — | — | — | $71,200 | Three-year time-based vesting schedule |
| Performance-Based RSUs | Feb 27, 2024 | 2,445 | 4,890 | 7,335 | $106,800 | Performance period Jan 1, 2024–Dec 31, 2026; vesting based on certified metrics |
Prior performance cycle result (Company-wide LTI 2022–2024 PSUs):
| Performance Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Cumulative Net Income | $118.648m (80%) | $148.310m | $177.972m (120%) | $101.370m; payout at zero |
Key plan terms: Performance RSUs vest on certified attainment after the 3-year period; retirement eligibility retains vesting rights at certification (age ≥60 with 5+ years or age ≥62); death/disability vest at target . The award values assume $21.84 per-share grant-date fair market value and three-year schedules split 60% PSUs/40% RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned (#) | 13,540 |
| ESOP Shares Included (#) | 247 |
| Unvested Restricted Stock Included (#) | 5,168 |
| RSUs Excluded (#) | 23,469 underlying time- and performance-based RSUs (not entitled to vote) |
| Ownership Guideline | Executive Officers: 2x base salary |
| Compliance Status | All NEOs/directors in compliance or within five-year window as of Feb 26, 2025 |
| Anti-Hedging | Hedging prohibited under insider trading policy |
| Pledging | No pledging disclosed for Collins; footnote lists pledging for other holders, not Collins |
2024 vesting event:
| Award | Vested Shares (#) | Price at Vest | Value Realized ($) | Date |
|---|---|---|---|---|
| Restricted Stock | 5,168 | $19.03 | $98,347 | Dec 31, 2024 |
Employment Terms
Executive severance agreement terms:
- Rolling two-year term with daily auto-renewal; terminates on the second anniversary of a change in control; 120-day notice for non-renewal .
- No-cause termination pre-CIC: 12 monthly payments equal to 100% of annual base salary, plus average of last three annual bonuses, plus 12 months of company portion of health/disability/life premiums; modified 280G cutback applies .
- CIC termination within 24 months: Lump sum of 2x the above for Collins (CEO is 2.99x) .
- Covenants: perpetual confidentiality; non-disparagement for 24 months post-termination; severance conditioned on a general release .
Potential payments as of 12/31/2024 (assumes $19.24 stock price for acceleration calculation):
| Scenario | Cash Severance ($) | Insurance Continuation ($) | Acceleration of Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Disability | $605,107 | $20,689 | $449,831 | $1,075,627 |
| Death | $605,107 | $20,689 | $449,831 | $1,075,627 |
| Termination without cause or for good reason (No CIC) | $605,107 | $20,689 | $449,831 | $1,075,627 |
| Termination without cause or for good reason (CIC) | $1,210,213 | $20,689 | $449,831 | $1,680,733 |
Clawback and trading policies:
- Clawback policy aligned with SEC and Nasdaq standards, covering cash and stock incentives in restatement or misconduct circumstances .
- Insider trading policy prohibits hedging; policy available on investor relations website .
Deferred Compensation
| Item | Amount ($) |
|---|---|
| Executive Contributions in 2024 | $45,212 |
| Aggregate Earnings in 2024 | $1,986 |
| Aggregate Balance as of 2024 | $47,198 |
Plan facts: The Alerus Deferred Compensation Plan became effective Jan 1, 2024, allowing deferrals of base salary, incentives, and bonus; no company contributions to NEO accounts in 2024; earnings tied to hypothetical investments aligned with the 401(k) Plan .
Performance & Track Record
- Company STI metrics were set at ANI, Adjusted Total Revenue, and ROE; 2024 actual performance exceeded target due to EPS accretion from the HMNF acquisition, resulting in approved payouts at 104% of target company-wide .
- Pay-versus-performance disclosures show company TSR value of $100 investment at $82 (2022), $82 (2023), and $73 (2024), with ROE 12.74% (2022), 9.33% (2023), and 7.03% (2024), framing the performance backdrop for Collins’ tenure .
Risk Indicators & Red Flags
- Section 16(a) compliance: A Form 5 filing in 2024 reported one 2023 transaction not timely reported on Form 4 for Collins (and other executives); management disclosed these late filings in the proxy .
- Anti-hedging policy in effect; no options currently granted (reduces repricing risk) .
- Related party transactions section does not identify Collins; ordinary banking relationships described are on market terms and board-approved per regulation .
Compensation Structure Analysis
- Mix shift 2023→2024: Salary increased (to $445k), Stock Awards rose ($124.5k → $178k), and Non-Equity Incentive rose ($108.36k → $185.12k); the separate “Bonus” column decreased ($40.42k → $0) as 2024 incentives flowed through the STI framework rather than discretionary bonus adjustments .
- LTI discipline: 2022–2024 PSUs paid 0% due to missed cumulative net income threshold, demonstrating pay-for-performance strictness; 2024 grants continue the 60% PSU/40% RSU structure with a 3-year window through 2026 .
Equity Ownership & Alignment Commentary
- Collins beneficially owns 13,540 shares including ESOP and unvested restricted stock; RSUs totaling 23,469 are excluded from voting until vesting .
- Executive ownership guideline is 2x base salary; as of Feb 26, 2025, NEOs were in compliance or within the five-year attainment window .
- Anti-hedging policy prohibits hedging; no pledging disclosed in Collins’ ownership footnote (pledging noted for other holders) .
Employment Terms Summary
- Rolling two-year severance agreement with CIC acceleration; modified 280G cutback to optimize net after tax .
- No-cause separation provides salary/bonus average plus benefits continuation; CIC separation increases cash severance multiple to 2x for Collins .
- Post-termination covenants include 24 months non-disparagement and perpetual confidentiality; severance conditioned on release .
Investment Implications
- Alignment: Incentives tied to ANI, revenue, and ROE with strict PSU outcomes (0% for 2022–2024), anti-hedging policy, and ownership guideline compliance — all supportive of pay-for-performance and alignment .
- Retention and payout visibility: Rolling two-year severance with 2x CIC multiple, plus sizable unvested RSUs/PSUs through the 2024–2026 cycle suggests moderate retention hooks; vesting/certification events may create episodic selling pressure, as seen with 5,168 shares vested on Dec 31, 2024 .
- Trading signals: No options or repricing risk; vesting schedules and RSU overhang (23,469 RSUs excluded from voting) merit monitoring around vest/certification dates; minor Section 16 timeliness issue noted in 2024, but no pledging disclosed for Collins .