Jeanne H. Crain
Otter TailAbout Jeanne H. Crain
Jeanne H. Crain is President and Chief Executive Officer of Bremer Financial Corporation (since 2016), with more than 40 years of banking leadership across Minnesota, Wisconsin, and North Dakota, aligning closely with OTTR’s utility service territory and stakeholder base . She is 65 and has served on Otter Tail Corporation’s Board since 2023, currently sitting on the Audit Committee and the Compensation and Human Capital Management Committee; the Board designates her an Audit Committee Financial Expert under SEC rules . The Board determined she is independent under Nasdaq standards; all Directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bremer Financial Corporation | President & CEO | 2016–present | Oversees technology, regulatory, and HR; provides financial and leadership expertise relevant to OTTR’s region |
| Bremer Financial Corporation & Bremer Bank (Twin Cities & ND Region) | Group President; CEO (Region) | Pre-2016 (exact dates not disclosed) | Regional banking leadership; strategy and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Minneapolis | Audit Committee Chair | 2020–2024 | Led audit oversight; public policy and regulatory insights |
| YMCA of the North | Vice Chair | Not disclosed | Non-profit governance |
| Bremer Financial Corporation | Executive/Board involvement | Not disclosed | Corporate leadership |
| Minnesota Business Partnership | Member | Not disclosed | Regional economic policy engagement |
| Saint Paul Downtown Alliance | Member | Not disclosed | Community development stakeholder |
Board Governance
- Committee assignments: Audit; Compensation and Human Capital Management .
- Chair roles: None; Audit Committee chaired by Steven L. Fritze; Compensation Committee chaired by Thomas J. Webb .
- Audit Committee Financial Expert designation: Board determined Ms. Crain meets SEC definition; committee met 5 times in 2024 .
- Compensation & HCM Committee: met 5 times in 2024; oversight of equity plans, incentive recovery, insider trading policy, human capital, and director/NEO compensation .
- Independence: Board determined all Directors except CEO are independent; related-party reviews performed (no issues disclosed for Ms. Crain) .
- Attendance: Board held 5 meetings in 2024; each Director attended at least 75% of Board and committee meetings; Directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (Nathan I. Partain); separate CEO and Chair; regular executive sessions after Board/Committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-chair Director retainer; paid monthly if in cash |
| Committee chair fees | $0 | Chairs earn $15,000 ($21,000 for Audit); Crain is not a chair |
| Meeting fees | $0 | No meeting fees for Board or standing committees |
| Stock ownership guideline | $400,000 | 5x non-chair retainer; 5 years to meet expectation |
Director Compensation (2024):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeanne H. Crain | $80,000 | $147,934 | $227,934 |
Performance Compensation
| Equity Vehicle | Grant Policy | Grant Value (2024) | Vesting | Rights |
|---|---|---|---|---|
| Restricted Stock (Directors) | Annual grant ~$120,000 plus ~$10,500 per committee; Chairman additional ~$42,000 | $147,934 (grant-date fair value) | 3-year, one-third per year | Full dividend and voting rights |
Note: Director equity grants are time-based restricted stock; no performance-conditioned metrics are disclosed for Directors .
Other Directorships & Interlocks
| Entity | Type | Interlock/Conflict Notes |
|---|---|---|
| Federal Reserve Bank of Minneapolis | Public policy institution | Audit Committee Chair role concluded in 2024; no OTTR transactions disclosed |
| YMCA of the North; Minnesota Business Partnership; Saint Paul Downtown Alliance | Non-profit | No related-party transactions disclosed |
| Bremer Financial Corporation | Private financial services | No related-party transactions with OTTR disclosed; independence affirmed by Board for all Directors except CEO |
Expertise & Qualifications
- Financial leadership: CEO of a $16B financial services organization; deep banking/financial acumen .
- Audit expertise: SEC-defined Audit Committee Financial Expert; past Audit Chair at Minneapolis Fed .
- Strategic/operational oversight: Technology, regulatory, human resources oversight at Bremer; strong regional market familiarity .
- Governance: Service on two key OTTR committees; Board education and risk oversight embedded in OTTR practices .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Restricted Stock Held (Year-end) | Pledged Shares | Ownership Guideline Status |
|---|---|---|---|---|---|
| Jeanne H. Crain | 3,706 | <1% (based on 41,827,967 shares) | 2,967 | None pledged (for all Directors/officers) | Appointed Jan 1, 2023; within 5-year window to meet $400,000 guideline |
Governance Assessment
- Strengths:
- Independent Director with dual committee service (Audit; Compensation & HCM) and SEC Audit Committee Financial Expert designation, bolstering financial reporting and pay oversight .
- Solid engagement: minimum 75% attendance, participation in a Board that held 5 meetings and maintains regular executive sessions; committee cadence robust (Audit 5; Compensation 5) .
- Director pay mix aligned to equity (stock awards > cash), with ownership guidelines and prohibitions on hedging/pledging that support alignment with shareholders .
- Board-level clawback for executives (SEC-compliant incentive recovery; supplemental recovery for misconduct), indicating overall governance rigor in incentive oversight .
- Potential watch items:
- Concurrent role as CEO of a regional bank could theoretically present related-party exposure; OTTR discloses committee reviews of related-party transactions each year, with no issues noted for Crain in 2024 .
- Not a committee chair; influence is via membership rather than leadership posts .
RED FLAGS: None disclosed for Crain. No related-party transactions flagged; no pledging; independence affirmed .
Director Compensation Context (Market and Policy)
- 2024 Director compensation set after a market analysis by WTW using NACD and peer group data; non-employee retainers unchanged vs 2023; committee chair differentials preserved (Audit chair premium) .
- Equity Grant Policy stipulates scheduled grant timing and prohibits timing manipulation around material disclosures; no options granted in last fiscal year .
Say-on-Pay & Shareholder Feedback (Board Oversight Signal)
- 2024 advisory vote on executive compensation approved by 96.0% of votes cast; Compensation & HCM Committee reviews and aligns incentives with strategy and safety/ESG objectives, signaling shareholder support for compensation governance .