Todd Urness
About Todd Urness
Independent director since 2005 (age 68); shareholder at Winthrop & Weinstine, P.A. (Minneapolis), where he has practiced since 1985, became a shareholder in 1988, and has served on the firm’s board, senior management, and compensation committees since 1993; practice leader for the real estate group with development and ownership experience in local multifamily projects; B.A. (Gustavus Adolphus College), J.D. (University of Minnesota), Certified Public Accountant, Minnesota Bar member . The Board has affirmatively determined Urness is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winthrop & Weinstine, P.A. | Shareholder; Real Estate Group Practice Leader | 1985–present; shareholder since 1988 | Served on firm’s board, senior management, and compensation committees since 1993; deep real estate/lending expertise relevant to BWB’s markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Local real estate projects (primarily multifamily) | Developer/Owner | Various years | Practical experience in multifamily/commercial real estate markets |
Board Governance
- Committees: Compensation Committee member (not Chair); Compensation Committee met 3 times in 2024 .
- Independence: Independent director; only Baack (CEO/Chair) and Shellberg (EVP/Chief Credit Officer) are not independent .
- Attendance: Board held 13 meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the annual meeting .
- Lead Independent Director: David Juran (presides executive sessions, liaises with CEO; sets agendas) .
- Independent executive sessions: Two in 2024 .
- Committee compositions: Audit (Parish-Chair, Johnson, Trutna; 8 meetings); Compensation (Juran-Chair, Urness, Volk; 3 meetings); Nominating & ESG (Brezonik-Chair, Johnson, Lawal, Trutna, Volk; 2 meetings) .
Fixed Compensation
| Component (2024) | Amount | Structure/Notes |
|---|---|---|
| Annual retainer – cash | $0 | Non-employee directors receive $20,000 per quarter; default 50% cash/50% fully-vested stock, but may elect all stock; Urness elected all stock (hence $0 cash) . |
| Annual retainer – stock awards (fair value) | $81,424 | Fully-vested stock awards at grant-date fair value; per program, stock valued at closing price on grant date . |
| Committee chair fees | N/A | Only Audit Chair receives $5,000 per quarter; Urness is not a chair . |
| Travel stipend | N/A | $1,000 stipend applies for travel from outside MN or contiguous states; none disclosed for Urness . |
| Total | $81,424 | Sum of director compensation for Urness in 2024 . |
Performance Compensation
| Compensation Metric | Structure | 2024 Disclosure |
|---|---|---|
| Performance-linked elements | None for directors | Non-employee director pay is retainer and fully-vested stock awards; no performance metrics disclosed for directors . |
Other Directorships & Interlocks
| Entity | Nature | Financial Significance | Year(s) | Notes |
|---|---|---|---|---|
| Bridgewater Properties Greenwood, LLC | BWB Bank leases Greenwood branch; Urness owns 12.5% membership interest | Rent paid: ~$275k (2023) and ~$288k (2024); remaining term payable ~$464k; lease term to Aug 1, 2026; one 5-year renewal option | 2020 renewal; 2023–2024 payments | Special committee (non-interested directors) approved in 2020; terms asserted to be arm’s-length . |
| North Shore Development Partners LLC | Development services on BWB-owned parcel; Urness and Juran each own 50% | Fee = 5% of total project costs, capped at $250k; ~$125k paid in 2024; none in 2023 | 2023–2024 | Agreement terms asserted consistent with market; related-party oversight policy applies . |
| Compensation Committee | Member alongside Juran (Chair) and Volk | Governance function, sets executive pay and equity plan oversight | 2024 | Committee independence affirmed; uses independent consultant historically; reviews risk; designs ownership guidelines . |
RED FLAGS: Related-party transactions involving entities in which Urness has ownership stakes (Greenwood lease; North Shore development) while serving on the Compensation Committee; the Audit Committee oversees related-party approvals per policy, and a special committee handled Greenwood . Large share pledging by Urness (see Equity Ownership) can introduce margin-call risk .
Expertise & Qualifications
- Real estate law and transaction leadership; practice leader for law firm’s real estate group; experience identifying, strategizing, and executing opportunities in multifamily/commercial markets .
- CPA and Minnesota Bar member; legal, financial, and practical execution background; strong local market ties .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares | Notes |
|---|---|---|---|---|
| Todd Urness | 1,169,903 | 4.24% | 946,882 | Significant insider ownership; pledging is disclosed as collateral for indebtedness . |
| Director stock ownership guideline | 4× annual cash retainer ($40,000) within 5 years | — | — | All non-employee directors have achieved or are progressing; Urness significantly exceeds . |
Insider Trades
| Item | 2024 Disclosure |
|---|---|
| Section 16(a) compliance | Company believes all filings were timely in 2024 except one late Form 4 for Ms. Crocker; no late filings noted for Urness . |
Governance Assessment
- Strengths: Independent status; deep real estate/financial expertise; fully declassified board by 2026 underway; robust governance practices (independent committees, executive sessions, anti-hedging, clawback policy, director ownership guidelines); strong director meeting engagement in 2024 .
- Alignment signals: Urness elected to receive 100% of director retainer in stock awards for 2024, improving ownership alignment .
- Risk/Conflicts:
- Related-party transactions: Greenwood branch lease (Urness 12.5% interest); North Shore development services (Urness 50% interest) with fees paid in 2024; oversight via policy/special committee, but continued engagements warrant investor scrutiny for pricing, renewals, and approvals (RED FLAG) .
- Pledging: 946,882 shares pledged as collateral (material portion of holdings), increasing forced-sale risk under market stress (RED FLAG) .
- Committee context: As Compensation Committee member, ensure continued use of independent consultants, transparent pay-for-performance structures for executives, and rigorous related-party guardrails to sustain investor confidence .