John Uribe
ALERUS FINANCIALAbout John Uribe
John Uribe, age 57, is an independent director of Alerus Financial Corporation, appointed in December 2023, and serves on the Audit and Risk Committees . He is CFO of Blue Cross and Blue Shield of Minnesota (since 2022) and previously served as VP of Corporate Development and Interim Treasurer there from 2012–2022; earlier finance roles include RedBrick Health, GE Commercial Finance–Fleet Services, Schwan’s, and General Mills . He holds a bachelor’s degree in accounting and an MBA in finance and international business from Indiana University Bloomington, and the proxy cites more than 30 years of financial and strategic leadership with expertise in M&A and FP&A as core qualifications . In 2024, he attended less than 75% of the aggregate Board and committee meetings on which he served, a governance watch item, though all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross and Blue Shield of Minnesota | Chief Financial Officer | 2022–Present | Led finance for a large health insurer (proxy-cited financial/strategic leadership) |
| Blue Cross and Blue Shield of Minnesota | VP Corporate Development; Interim Treasurer | 2012–2022 | M&A and capital/treasury experience |
| RedBrick Health | Finance leadership roles | Not disclosed | Finance leadership background |
| GE Commercial Finance – Fleet Services | Finance leadership roles | Not disclosed | Finance leadership background |
| Schwan’s | Finance leadership roles | Not disclosed | Finance leadership background |
| General Mills | Finance leadership roles | Not disclosed | Finance leadership background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bakken Museum | Board Member | Not disclosed | Nonprofit board service |
| Latino Economic Development Center | Board Member | Not disclosed | Nonprofit board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Audit Committee and Risk Committee comprised solely of independent directors; Audit members meet Nasdaq/SEC independence standards; Risk Committee members independent from Company/Bank management . |
| Committees | Audit Committee (member); Risk Committee (member) . |
| Committee activity (2024) | Audit met 4 times; Risk met 4 times . |
| Board meetings (2024) | 4 regular and 3 special Board meetings held . |
| Attendance | All directors except Mr. Uribe and Mr. Bolton attended ≥75% of aggregate Board/committee meetings in 2024 (Mr. Uribe <75%) . |
| Executive sessions | Independent directors regularly hold executive sessions; chaired by independent Executive Chairman . |
| Director since | December 2023 . |
Fixed Compensation
| Component (2024) | Amount/Policy |
|---|---|
| Fees earned or paid in cash (Uribe actual) | $48,000 |
| Annual restricted stock grant (Uribe actual grant-date fair value) | $50,003 |
| Total (Uribe) | $98,003 |
| Policy: Annual cash retainer (non-employee directors) | $40,000 |
| Policy: Annual restricted stock grant | $50,000 grant-date value; vests at earlier of first anniversary or next annual meeting |
| Policy: Committee chair fees (post-2024 meeting changes) | NCG/Risk chair to $8,000; Compensation chair to $8,000; Board Chair to $30,000; Audit chair fee $10,000 (2024 actual paid) |
| Policy: Meeting fees | $1,000 per quarterly committee meeting (H1 2024 only; eliminated after 2024 annual meeting); special meetings $1,000 (≤3 hours) or $2,000 (>3 hours) |
Performance Compensation
| Equity/Metric | Details |
|---|---|
| Equity type (directors) | Time-based restricted stock; 2019 Equity Incentive Plan used for director grants . |
| Grant-date fair value (Uribe 2024) | $50,003 . |
| Vesting | Earlier of first anniversary of grant or next annual meeting . |
| Options | Company does not currently grant new options; no option awards disclosed for directors . |
| Performance metrics tied to director equity | None disclosed; director equity is time-based (no PSU metrics noted for directors) . |
Other Directorships & Interlocks
- No other public company directorships are disclosed for Mr. Uribe in the 2025 proxy; disclosed external board roles are nonprofit (Bakken Museum; Latino Economic Development Center) .
- The Nominating & Corporate Governance Committee evaluates independence/conflicts for director nominees; uses third-party search firms at times .
Expertise & Qualifications
- 30+ years in finance/strategy; CFO experience; expertise in M&A, FP&A, and general management (proxy-stated) .
- Education: B.S. in Accounting; MBA (Finance & International Business), Indiana University Bloomington .
- Committee-relevant skills: financial literacy suitable for Audit Committee service; Risk oversight experience via executive roles .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (as of Mar 12, 2025) | 3,226 shares |
| Restricted stock included | 2,559 shares (included in beneficial ownership) |
| Non-restricted shares (calc.) | 667 shares (3,226 – 2,559) |
| Shares outstanding (for % calc.) | 25,510,740 shares (as of record date) |
| Ownership % of shares outstanding (calc.) | ~0.013% (3,226 / 25,510,740) |
| Pledged shares | None disclosed for Mr. Uribe (pledging noted for other individuals in footnotes) |
| Stock ownership guidelines | Directors: 5x annual stock retainer; unvested shares/RSUs count; all directors in compliance or within five-year window as of Feb 26, 2025 (Uribe appointed Dec 2023, within window) |
Related Party / Conflicts
- Related party policy: Audit Committee reviews/approves transactions >$120,000 with related parties; governed by Sections 23A/23B and Regulation O; formal related party policy in place .
- Ordinary-course banking: Director/officer/five-percent-holder loans/deposits made on market terms with normal risk; approvals per bank regulatory requirements .
- Mr. Uribe: No related party transactions involving Mr. Uribe are disclosed in the proxy .
- Hedging/pledging: Hedging by directors is prohibited; no hedging by officers/directors known to the Company; no Uribe pledging disclosed .
Say-on-Pay & Shareholder Engagement (Context)
- The Board and management engaged with retail and institutional stockholders since the prior annual meeting; all directors present at the 2024 annual meeting .
- Non-employee director compensation decisions are made by the Board, which includes one named executive officer (context for governance observers) .
Governance Assessment
-
Positives
- Independent director with deep finance/M&A background and current CFO experience; aligned with Audit and Risk Committee responsibilities .
- Director stock retainer and ownership guidelines (5x annual stock retainer) promote alignment; unvested equity counts toward guidelines .
- Anti-hedging policy; no Uribe pledging disclosed; related party oversight centralized in Audit and governed by robust policy .
-
Watch items / RED FLAGS
- Attendance below 75% of aggregate Board and committee meetings in 2024; this is a notable governance red flag and warrants monitoring of 2025 attendance trends .
- Director compensation decisions are set by the full Board, which includes one NEO; while common in smaller companies, investors may prefer explicit recusal practices to avoid perceived conflicts .