2019 Proxy Statement

EXECUTIVE COMPENSATION As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which generally require us to report the executive compensation of our principal executive officer and our two other most highly compensated executive officers, which are referred to as our “named executive officers.” The compensation reported in the Summary Compensation Table below is not necessarily indicative of how we will compensate our named executive officers in the future. We will continue to review, evaluate and modify our compensation program to maintain a competitive total compensation package. As such, the compensation program in the future could vary from our historical practices. Our named executive officers for 2018, which consist of our principal executive officer, and the Company’s two other most highly compensated executive officers, were: Summary Compensation Table The following table sets forth information regarding the compensation paid to, awarded to, or earned by each of our named executive officers for our fiscal years ended December 31, 2018 and 2017. Summary Compensation Table Nonqualified Deferred Option Compensation All Other Name and Principal Position Year Salary Bonus Awards (1) Earnings (2) Compensation (3) Total Jerry Baack. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $ 526,250 $ 480,000 $ — $ 59,394 $ 272,286 $ 1,337,930 Chairman of the Board, Chief Executive Officer and President . 2017 500,000 419,000 420,000 76,001 246,373 1,661,374 Mary Jayne Crocker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 350,000 250,000 — 26,556 154,335 780,891 Executive Vice President and Chief Operating Officer . . . . . . . 2017 325,000 218,000 420,000 30,742 143,190 1,136,932 Jeffrey D. Shellberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 337,500 233,333 — 27,560 151,294 749,687 Executive Vice President and Chief Credit Officer . . . . . . . . . . 2017 325,000 218,000 420,000 34,372 145,505 1,142,877 (1) The amounts set forth in the “Option Awards” column reflect the aggregate grant date fair value of option awards granted for the year ended December 31, 2017 in accordance with FASB ASC Topic 718 based on a share price of $7.47 as of October 1, 2017. The fair market value of shares was determined by the Board based on an independent third party valuation. The assumptions used in calculating the grant date fair value of the option awards are set forth in note 17 to our consolidated financial statements as of and for the years ended December 31, 2018 and 2017. (2) Amounts reflect above-market earnings on accounts under the Deferred Incentive Plan which are credited with interest annually at a rate equal to the return on average equity of the Bank for the immediately preceding calendar year. (3) “All Other Compensation” for the named executive officers during the 2018 fiscal year is summarized below. • Jerry Baack, Chairman of the Board, Chief Executive Officer and President; • Mary Jayne Crocker, Executive Vice President and Chief Operating Officer; and • Jeffrey D. Shellberg, Executive Vice President and Chief Credit Officer.

(4) At December 31, 2018, Mr. Urness held 32,000 vested stock options and 8,000 unvested stock options.

(5) At December 31, 2018, Mr. Volk did not hold any stock options. All fees were paid in the name of Castle Creek Advisors IV LLC, an affiliate of Castle Creek Capital Partners V, LP (“Castle Creek”) that provides management services to Castle Creek pursuant to a management agreement, on behalf of David Volk in his capacity as a member of the Board.

(6) This amount reflects a travel stipend paid to Castle Creek Advisors IV LLC for Mr. Volk to attend board and committee meetings.

(7) At December 31, 2018, Mr. Parish did not hold any stock options. Mr. Parish began as a director in July of 2018.

Director fees for the first half of 2018 were paid as a quarterly retainer of $15,000 for service on the boards of directors and committees of the Company and the Bank in lieu of fees based on the number of meetings attended. Effective as of July 1, 2018, the quarterly retainer was increased to $20,000 per quarter. Pursuant to a separate arrangement with Castle Creek Advisors IV LLC, the Company has agreed to provide Castle Creek Advisors IV LLC with a quarterly travel stipend of $3,000 for Mr. Volk to attend board and committee meetings.

Company Company Deferred 401 (k) Plan

Incentive Plan Total “All Other

Year Perquisites (i) Contribution (ii)

Contribution (iii)

Compensation” $ 272,286

Name

Jerry Baack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $ 13,236 $ 19,050 $ Mary Jayne Crocker . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 Jeffrey D. Shellberg . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 151,294 (i) Amounts reflect automobile allowances, the portion of health and dental insurance premiums paid for by the Company in excess of what is paid for employees generally, and the cost of executive physical exams at the Mayo Clinic in Rochester, Minnesota. 10,285 15,577 19,050 19,050 154,335 240,000 125,000 116,667

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