Mary E. Zimmer
ALERUS FINANCIALAbout Mary E. Zimmer
Mary E. Zimmer (age 62) is an independent director of Alerus Financial Corporation, serving since October 2021; she chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee . She is the former Regional President for Wells Fargo Advisors’ wealth management business (Northern Region) and later led the firm’s Diverse Client Segments team; earlier, she held senior leadership roles at RBC U.S. Wealth Management (Head of International Wealth USA, Head of Wealth Management Services, COO/CAO) and worked as a licensed CPA at Arthur Young (now EY) . Zimmer holds a B.A. in Business and Accounting from the University of Saint Thomas and an M.B.T. in Business Taxation from the University of Minnesota – Carlson School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Advisors | Regional President (Northern Region); leader of Diverse Client Segments team | — | Led multi-state wealth org; launched diverse client segment initiatives |
| RBC U.S. Wealth Management | Head of International Wealth USA; Head of Wealth Management Services; COO/CAO | — | Senior leadership across wealth platform and operations |
| Arthur Young (Ernst & Young) | Licensed CPA | — | Public accounting foundation |
External Roles
| Company/Institution | Role | Committees |
|---|---|---|
| None disclosed | — | — |
Board Governance
- Independence: Board determined Zimmer is independent under Nasdaq rules .
- Committees: Compensation (Chair), Nominating & Corporate Governance .
- Attendance: In 2024, all directors except Mr. Uribe and Mr. Bolton attended at least 75% of Board and committee meetings; Zimmer therefore met or exceeded 75% .
- Executive sessions: Board regularly holds independent director executive sessions led by the independent Executive Chairman .
- Board structure: Separate Chairman (independent) and CEO roles .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee director annual retainer |
| Compensation Committee Chair fee | $7,750 | Chair fees increased post-annual meeting (Comp Chair to $8,000 thereafter); Zimmer received $7,750 for 2024 |
| Meeting fees | Structure only | $1,000 per quarterly committee meeting (first half 2024, then eliminated); $1,000 for special meetings ≤3 hours, $2,000 if >3 hours |
| Fees earned/paid in cash (total) | $54,750 | Zimmer’s 2024 cash total |
| Stock awards (grant-date fair value) | $50,003 | Restricted stock under 2019 Plan |
| Total director compensation | $104,753 | Cash plus stock awards |
- Director equity vesting: Annual restricted stock vests at the earlier of the first anniversary or next annual meeting .
Performance Compensation
- Director equity is time-based restricted stock (no options or performance conditions for director grants) .
- As Compensation Committee Chair, Zimmer oversees company-wide performance-linked executive pay programs. Key 2024 STI metrics and outcomes:
| Performance Metric | Threshold | Target | Maximum | Weight | Actual Performance |
|---|---|---|---|---|---|
| 2024 Adjusted Net Income (ANI) | 85% of budget $23.733m | Budget $27.921m | 115% of budget $32.109m | 50% | $27.955m |
| Adjusted Total Revenue | 85% of budget $169.304m | Budget $199.181m | 115% of budget $229.058m | 25% | $218.035m |
| Return on Equity (ROE) | 85% of budget 6.10% | Budget 7.18% | 120% of budget 8.62% | 25% | 7.03% |
| Total Achievement | — | — | — | — | 106.0% (approved payout at 104.0%) |
- LTI program design overseen by the Committee: For 2024 grants, performance-based RSUs vest based on two equally weighted relative measures vs. KBW Regional Bank Index constituents: 3-year cumulative EPS CAGR and 3-year average ROE (threshold 25th percentile=50% payout; target 50th=100%; max 75th=150%) . The prior 2022–2024 PSU tranche paid zero on cumulative net income performance (below threshold) .
Other Directorships & Interlocks
- Compensation Committee Interlocks: 2024 members were Zimmer (Chair), Vetter, Sorum; Bolton added Feb 2025. None were officers/employees; no executive officer served on another entity’s board/comp committee creating an interlock .
- Current public company boards: None disclosed for Zimmer .
Expertise & Qualifications
- 35+ years in financial services with deep wealth management, capital markets, client segmentation, product development, and strategic planning experience .
- Accounting background and licensed CPA; advanced taxation degree (MBT) .
- Governance suitability: Independent; Compensation Chair; experience aligns with oversight of pay practices and risk .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned shares | 8,248 |
| Restricted stock included | 2,559; includes 1,250 held jointly with spouse |
| Ownership as % of outstanding | <1% (indicated by “*”) |
| Stock ownership guidelines (Directors) | 5× annual stock retainer |
| Compliance status | Company reports all directors compliant or within 5-year window as of Feb 26, 2025 |
| Hedging | Prohibited by insider trading policy |
| Pledging | No pledging disclosed for Zimmer (pledging noted for other directors in footnotes, not Zimmer) |
Governance Assessment
- Committee leadership and independence: Zimmer chairs an all-independent Compensation Committee with authority over NEO pay, ownership guidelines, equity plans, and clawback oversight; the Committee uses independent consultant FW Cook (deemed independent) . The Board affirmed her independence; executive sessions are regularly conducted without management .
- Pay-for-performance alignment: 2024 STI metrics tied to ANI, adjusted revenue, and ROE, with capped payouts and discretion applied to reduce payout to 104% despite a 106% calculation; 2022–2024 PSU tranche paid zero on long-term net income, evidencing performance conditioning .
- Best-practice features: Clawback policy adopted per SEC/Nasdaq; anti-hedging policy; no golden parachute excise tax gross-ups; balanced cash/equity; ownership guidelines for directors and executives .
- Engagement and attendance: Zimmer met or exceeded the 75% attendance threshold; all directors encouraged to attend annual meetings; stockholder engagement emphasized by the Board .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Zimmer; related-party transactions are governed by formal policy and Audit Committee review .
- Signals and RED FLAGS:
- No hedging, no pledging disclosed for Zimmer; compliant ownership posture .
- No interlocks or insider participation in the Compensation Committee; no Section 16 delinquency noted for Zimmer (general delinquency list does not include her) .
- Director pay structure is standard for regional banks; quarterly committee fees eliminated post-2024 annual meeting, with modest chair fee increases—no outlier or repricing concerns .
Overall, Zimmer’s profile shows strong governance alignment: independent leadership of the Compensation Committee, use of an independent consultant, robust clawback/anti-hedging policies, and demonstrated performance conditioning in long-term equity. No conflicts or red flags are disclosed that would impair board effectiveness or investor confidence .