Karin M. Taylor
ALERUS FINANCIALAbout Karin M. Taylor
Executive Vice President and Chief Operating Officer at Alerus Financial Corporation (Nasdaq: ALRS). Age 57; seven years with Alerus. She joined in 2018 as Chief Risk Officer and became COO effective January 1, 2025, expanding oversight to risk management, regulatory compliance, legal, internal audit, operations, and information technology . Education: BA from St. Olaf College; graduated with honors from the Graduate School of Banking at the University of Colorado, Boulder in 2018 . 2024 executive incentives were tied to non-GAAP Adjusted Net Income (50%), Adjusted Total Revenue (25%), and ROE (25%); company performance exceeded target and STI paid at 104% of target, while the 2022–2024 PSU cycle paid zero on cumulative net income, indicating disciplined pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alerus Financial Corporation | Chief Operating Officer (EVP) | Effective Jan 1, 2025 | Oversight of risk management, compliance, legal, internal audit, operations, plus IT |
| Alerus Financial Corporation | Chief Risk Officer (EVP) | Joined 2018 (end date not separately disclosed) | Enterprise risk framework; regulatory compliance and risk governance |
| MidWest One Bank | Chief Risk Officer | Not disclosed (post-2015 acquisition) | CRO responsibilities following Central Bank acquisition in 2015 |
| Central Bank (acquired by MidWest One Financial Group, Inc. in 2015) | Chief Risk Officer | Not disclosed | Led risk; bank acquired by MidWest One in 2015 |
| RSM (formerly RSM McGladrey) | Director, Risk Management Consulting | Not disclosed | Led risk consulting engagements |
External Roles
No public company board roles or external directorships disclosed in the 2025 proxy .
Fixed Compensation
Multi-year summary compensation (USD):
| Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2022 | $332,500 | $0 | $105,000 | $119,613 | $27,606 | $584,719 |
| 2023 | $357,212 | $34,310 | $109,500 | $91,980 | $29,880 | $622,882 |
| 2024 | $378,000 | $0 | $151,200 | $157,248 | $35,069 | $721,517 |
Base salary changes:
| Position | 2023 Base Salary | 2024 Base Salary | Percent Change |
|---|---|---|---|
| EVP & COO (Karin M. Taylor) | $365,000 | $378,000 | 3.6% |
Perquisites and benefits (2024):
| Perquisites | 401(k) Match | ESOP Contribution | Total “All Other Compensation” |
|---|---|---|---|
| $9,194 | $15,525 | $10,350 | $35,069 |
Performance Compensation
Short-Term Incentive Plan (2024):
| Metric | Threshold | Target | Maximum | Weight | Actual Performance | Plan Achievement | Individual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income (non-GAAP) | $23.733M | $27.921M | $32.109M | 50% | $27.955M | 106.0% total; Committee approved 104.0% | $157,248 (104% of $151,200 target) |
| Adjusted Total Revenue (non-GAAP) | $169.304M | $199.181M | $229.058M | 25% | $218.035M | 106.0% total; Committee approved 104.0% | $157,248 (104% of $151,200 target) |
| ROE (non-GAAP) | 6.10% | 7.18% | 8.62% | 25% | 7.03% | 106.0% total; Committee approved 104.0% | $157,248 (104% of $151,200 target) |
Long-Term Incentives (granted Feb 27, 2024, under 2019 Equity Incentive Plan):
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Time-Based RSUs | Feb 27, 2024 | 2,769 | $60,480 | Vest Feb 27, 2027 | N/A |
| Performance-Based RSUs | Feb 27, 2024 | Threshold 2,077; Target 4,154; Max 6,231 | $90,720 (probable outcome at grant) | Performance period 1/1/2024–12/31/2026; vest post-certification | Relative 3-year EPS CAGR and 3-year average ROE vs KBW Regional Bank Index (equal weight) |
Prior cycle outcome (2012–2024 LTI): PSUs paid zero; cumulative net income target not met .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Total beneficial ownership | 26,454 shares |
| Shares outstanding | 25,510,740 (as of Mar 12, 2025) |
| Ownership as % of outstanding | 0.10% (computed from 26,454 and 25,510,740 ) |
| Unvested restricted stock (as of Dec 31, 2024) | 3,012 shares |
| Time-based RSUs not yet vested (as of Dec 31, 2024) | 6,297 shares (1,400 vested Feb 3, 2025; 2,128 vest Feb 21, 2026; 2,769 vest Feb 27, 2027) |
| Unearned PSUs (not yet vested) | 9,444 units; vesting depends on performance through 12/31/2026 |
| Vesting events realized (2024) | 3,824 RSUs vested ($84,716 realized); 3,012 restricted shares vested ($69,788 realized) |
| Hedging policy | Hedging prohibited by insider trading policy |
| Pledging | No pledging disclosed for Karin M. Taylor; footnote for her indicates ESOP and restricted shares, excludes RSUs; no pledge notation |
| Stock ownership guidelines | Executive Officers: 2x base salary; compliance noted as of Feb 26, 2025 for all NEOs or within 5 years of role |
Outstanding equity awards and market values (as of Dec 31, 2024):
| Category | Count | Market Value |
|---|---|---|
| Unvested stock (restricted/time-based) | 9,309 shares | $179,105 |
| Unearned PSUs (not vested) | 9,444 units | $181,703 |
Policies strengthening alignment:
- Anti-hedging restrictions apply to officers and directors .
- Clawback policy compliant with SEC/Nasdaq for restatements and specified misconduct .
- Company does not currently grant new stock options; focus on RSUs/PSUs .
Employment Terms
Potential payments and benefits (as of Dec 31, 2024):
| Scenario | Cash Severance | Insurance Continuation | Equity Acceleration | Total |
|---|---|---|---|---|
| Disability | $506,840 | $13,450 | $360,808 | $881,098 |
| Death | $506,840 | $13,450 | $360,808 | $881,098 |
| Termination without cause / good reason (no CIC) | $506,840 | $13,450 | $360,808 | $881,098 |
| Termination without cause / good reason (with CIC) | $1,013,679 | $13,450 | $360,808 | $1,387,937 |
Change-in-control mechanics and governance:
- No single-trigger severance; uses double-trigger structure .
- No golden parachute excise tax gross-ups; hedging prohibited; dividends not paid on unearned performance equity .
Company Performance Trend (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $111,223,000 | $80,229,000 | $114,930,000 |
Note: EBITDA not disclosed in available SPGI dataset for these fiscal periods.
Investment Implications
- Compensation alignment: STI paid at 104% of target on above-target ANI and Adjusted Total Revenue, while prior PSUs paid zero on missed cumulative net income targets—indicating balanced calibration and willingness to pay down when long-term goals are not met .
- Retention and change-in-control: Double-trigger severance with modest cash multiples and defined equity acceleration suggests reasonable retention economics; no hedging, no excise tax gross-ups reduce governance risk .
- Selling pressure and vesting: Upcoming vest tranches in 2026 (2,128 shares) and 2027 (2,769 shares) could create predictable liquidity windows; 2024 vesting events demonstrate equity realizations consistent with plan design .
- Alignment and ownership: Compliance with 2x salary ownership guideline and absence of pledging support strong alignment; beneficial ownership is ~0.10% of shares outstanding, with additional unearned PSUs creating further long-term exposure .
- Execution track record: Transition to COO effective Jan 1, 2025 and expanded IT oversight during integration and platform upgrades positions Taylor as a key operator; the company’s change in incentive metrics and stronger 2024 results linked to M&A accretion underscore operational value realization while maintaining discipline on PSUs .