Missy S. Keney
ALERUS FINANCIALAbout Missy S. Keney
Missy S. Keney is Executive Vice President and Chief Engagement Officer at Alerus Financial Corporation (ALRS), a role she has held since 2022. She oversees employee and client engagement strategy across marketing/client experience, human resources, and facilities; she joined Alerus in 2005. Keney holds a B.S. in Business Administration from North Dakota State University and the Certified Financial Marketing Professional designation from the Institute of Certified Bankers . For context on corporate performance over her recent tenure, Alerus’ pay-versus-performance table shows cumulative TSR values (based on an initial $100) of $82 (2022), $82 (2023), and $73 (2024), and GAAP net income of $40.0M (2022), $11.7M (2023), and $17.8M (2024) .
| Company Performance (context) | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of initial $100 investment | $82 | $82 | $73 |
| GAAP Net Income ($M) | $40.0 | $11.7 | $17.8 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alerus Financial Corporation | EVP & Chief Engagement Officer | Since 2022 | Leads employee/client engagement strategy and alignment across marketing/client experience, HR, and facilities |
| Alerus Financial Corporation | Director of Marketing and Client Experience (prior role) | Not disclosed (joined 2005) | Led marketing and client experience before elevation to EVP |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the Company’s 2025 and 2024 DEF 14A executive biography sections for Ms. Keney | — | — | — |
Fixed Compensation
While Ms. Keney’s individual base salary and target bonus are not disclosed (she was not an NEO in 2024), Alerus’ executive pay framework provides relevant structure and 2024 outcomes.
| Pay Element | Key Characteristics | 2024 Decisions/Outcomes |
|---|---|---|
| Base Salary | Fixed cash; reviewed annually | 2024 base salary increases for NEOs ranged 3.6%–9% |
| Annual Bonus (STI) | Variable cash; target set as % of salary; capped at 150% | Paid at 104% of target for all NEOs in 2024 |
| Long-Term Incentives (LTI) | RSUs split 60% performance-based, 40% time-based | 2022–2024 PSU cycle paid 0% based on Cumulative Net Income performance miss |
Performance Compensation
Alerus ties senior executive pay to multi-year performance metrics and annual plan goals; the LTI structure and performance measures apply to executive officers generally.
| Incentive Type | Metric | Weighting | Target/Comparator | Measurement/Vesting | Notable 2024 Notes |
|---|---|---|---|---|---|
| Performance RSUs (PSUs) | Relative 3-yr EPS CAGR | 50% | vs. KBW Regional Bank Index constituents | 3-year performance (2024–2026 for 2024 grants); vest at certification | Performance-based RSUs vest at 0%–150% of target; grant-date fair value based on probable outcome |
| Performance RSUs (PSUs) | 3-yr Avg ROE (relative) | 50% | vs. KBW Regional Bank Index constituents | 3-year performance (2024–2026); vest at certification | Same as above |
| Short-Term Incentive (STI) | ROE (company-selected), Adjusted Net Income, EPS | Not disclosed | Company-selected measures used to link CAP to performance | Annual performance year | Identified as primary measures linking pay and performance in 2024 |
Vesting mechanics and payout discipline:
- PSUs: 2022–2024 PSU cycle paid 0% (missed three-year Cumulative Net Income target), demonstrating downside alignment .
- Time-based RSUs: Typical three-year vesting; 2024 grants vest on February 27, 2027 for NEOs (illustrative of plan cadence) .
- Change-in-control: Under the 2019 Equity Incentive Plan, options/SARs become fully exercisable at CIC, and stock/cash awards become fully earned/vested if the plan is not assumed or upon qualifying termination post-CIC; performance awards vest based on achievement level rules around a 50% attainment threshold .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Stock Ownership Guidelines | CEO 3x base salary; Executive Officers 2x base salary; Directors 5x annual stock retainer. Unvested shares/RSUs count. Expected within 5 years of role. As of Feb 26, 2025, all NEOs and directors were in compliance or in role <5 years . |
| Clawback Policy | Adopted per SEC/Nasdaq; enables recovery of incentive compensation (cash or stock) upon restatement or specified misconduct . |
| Insider Trading & Anti-Hedging | Insider trading policy in place; hedging transactions prohibited for directors, officers, and employees . |
| Options Practice | Company does not currently grant options/SARs; would evaluate timing policies if resumed . |
| CIC Equity Treatment | Immediate exercisability for options/SARs and immediate earning/vesting of stock/cash awards if plan not assumed or upon qualifying termination post-CIC; performance awards vest per attainment rules at/around 50% threshold . |
Insider reporting and related items:
- A Form 5 was filed in 2024 by Ms. Keney (and several others) to report one 2023 transaction that was not timely reported on Form 4 .
Employment Terms
The Company disclosed executive severance agreements covering certain officers, including Ms. Keney.
| Term | Detail |
|---|---|
| Agreement Coverage | Severance agreements entered into in 2022 with, among others, Ms. Keney . |
| Initial Term & Renewal | Two-year initial term; automatically renews daily to maintain a two-year term; either party may notice nonrenewal 120 days prior; automatically terminates on the second anniversary of a change in control . |
| Severance – No CIC (termination without cause) | 12 monthly increments equal to: 100% of annual base salary + average of last three annual bonuses + 12 months of Company-paid health/disability/life premiums . |
| Severance – Within 24 months post-CIC (without cause or good reason) | Lump sum of 2x the non‑CIC amount (for NEOs generally); 2.99x applies to CEO. Although the 2025 proxy elaborates CEO vs. other NEOs, the 2024 disclosure establishes Ms. Keney’s agreement and standard structure . |
| Restrictive Covenants | Confidentiality (perpetual in 2025 disclosure), non‑disparagement for 24 months post‑termination; release requirement for severance; modified 280G cutback to optimize after‑tax outcomes . |
Related Party Transactions (Governance considerations)
| Person | Relationship | Role | 2023 Compensation | 2024 Compensation |
|---|---|---|---|---|
| Cole Keney | Spouse of Ms. Keney (executive officer) | Senior Business Advisor at the Bank | ~$281,000 | ~$190,000 |
- Company policy requires Audit Committee review/approval of related party transactions >$120,000, with fairness, independence, regulatory acceptability, and policy compliance considerations; policy available on investor site .
Compensation Committee, Risk, and Say‑on‑Pay
- Compensation Committee (independent directors) oversees executive pay, conducts annual risk assessment, and concluded the plans do not create risks reasonably likely to have a material adverse effect . The Committee works closely with an independent compensation consultant .
- 2025 marks the first say‑on‑pay vote for Alerus; the Board recommends “FOR” and recommends annual say‑on‑pay frequency .
Performance Compensation – Detailed Illustration (Company-wide frameworks)
| Feature | 2024 Company Disclosure |
|---|---|
| Annual bonus payout vs. target | 104% for all NEOs |
| LTI mix | 60% PSUs; 40% time‑based RSUs; 3‑year vesting cadence |
| PSU metrics | 50% Relative 3-year EPS CAGR; 50% 3-year average ROE vs. KBW Regional Bank Index |
| 2019 Plan CIC treatment | Immediate exercisability/vesting under conditions; performance award vesting calibrated to achievement around 50% threshold |
| Clawback and anti‑hedging | Clawback per SEC/Nasdaq; hedging prohibited |
| Ownership alignment | Executives targeted at 2x salary; NEOs and directors in compliance or within 5-year window as of Feb 26, 2025 |
Investment Implications
- Alignment and discipline: The zero payout on the 2022–2024 PSU cycle underscores downside risk for equity pay when performance underperforms plan (a positive signal on pay-for-performance rigor). The 2024 STI paid 104% of target, indicating modest over‑achievement on annual goals . The clawback policy, anti‑hedging rules, and ownership guidelines further align executives with shareholders .
- Retention and change‑of‑control economics: Ms. Keney has a rolling two‑year severance agreement with 1x salary+avg bonus+benefits for non‑CIC terminations and 2x upon qualifying termination within 24 months post‑CIC, plus confidentiality, non‑disparagement, and 280G cutback provisions—competitive but not excessive in regional banking, supportive of retention while limiting windfalls .
- Governance watch‑items: A late Form 4 (reported via Form 5) for a 2023 transaction and the related party employment of Ms. Keney’s spouse are disclosed and governed under the Company’s related party policy. Neither, standing alone, suggests misalignment, but they merit routine monitoring alongside Section 16 reports and any future equity transactions .