Ramstad: Bremer Bank’s value collapsed, but execs still score big payouts in sale

There was a soap opera of jealousy and conceit behind all the talk about balance sheets and takeover offers at Bremer Financial these last five years.

And like many great dramas, it’s ending on an ironic note.

Bremer’s top executives waged an unusual fight with the company’s main owner — the Otto Bremer Trust and the three trustees who led it.

The executives said the trustees abused their power and paid themselves outlandishly, though court evidence later showed the bank executives' pay was considerably higher.

The twist: Bremer’s bankers will get considerably more money now that the court cases settled and the bank is being sold to Indiana-based Old National.

[More: Minnesota charities out at least $500M because of Bremer Financial’s loss of value.]

Jeanne Crain, Bremer’s chief executive officer, will be given three years' base pay and other bonuses amounting to $6.8 million, according to a filing Old National made with the Securities and Exchange Commission earlier this month.

In a statement, Bremer Financial said the payouts are typical when executives are terminated following a deal. “These are standard arrangements for executives across the country, and in BFC’s case, they have been in place for many years preceding the deal,” the company said.

On one hand, it’s true that when companies are sold, leaders benefit from a heads-I-win-tails-I-don’t-lose distortion of incentives and penalties.

On the other hand, it’s hard to watch because Crain and Bleske will get their big score not just after pursuing a failed battle with the trustees, but following a sharp erosion in the bank’s value since that power struggle began.

Old National will pay about $1.4 billion for Bremer. Offers bandied about when trustees wanted to sell the bank in 2019 were around $2 billion.

As my colleague Mike Hughlett chronicles elsewhere in The Minnesota Star Tribune, the evaporation of $600 million in market value occurred partly because of factors beyond the control of Bremer’s top execs. No one at the outset of the Bremer fight in 2019 could have imagined a pandemic was at hand, or that it would end the low-cost-of-capital environment that had prevailed since the 2008 recession.

As a result, among the 20 largest bank deals in the U.S. last year, the price Old National paid for Bremer was in the lowest quartile on a relative basis.

That collapse of value will be felt across the communities in North Dakota, Minnesota and Wisconsin where Bremer operates. That’s because, in an arrangement unique in American banking, the trust used the bank’s profits to donate to charities in communities where the bank had branches. That was the last wish of Otto Bremer, the St. Paul entrepreneur who started both in the 1930s and 1940s.

Had the sale happened in 2019 at $2 billion, the trust would have reaped considerably more from its 86% stake in Bremer Financial than it will now. The boost to its asset base would have been larger, and it would have been able to donate more money each year to charities.

Back in 2019, though, Bremer Financial executives cited Otto Bremer’s will to argue the trustees didn’t have a right to sell the trust’s stake in the bank.

Otto Bremer’s vision was outdated less than 20 years after his death in 1951. Congress in 1968 passed a law to stop charities from owning businesses for a variety of smart reasons. One was to disrupt founding families from maintaining control of companies.

The Bremer entities pushed the limits of that law, which had a 20-year phase-in, by getting regulators' approval in the late 1980s for the trust to maintain its 86% stake in the bank while giving up operational control.

There were always opportunity costs to that structure, however. Since nearly all of the assets of the Otto Bremer Trust were shares in the bank, it had no chance to invest in businesses that grew faster and would have delivered a better return to it.

Meanwhile, the bank’s ability to spend on its own development and keep pace with its peers in banking was constrained by Otto Bremer’s requirement that it hand over so much of its profits to the trust.

Former employees at Bremer banks have told me they and colleagues felt that their work had a higher purpose because so much of their profits went to the trust and, in turn, charities.

I never understood why those good feelings were more important than obvious financial conflict between the two Bremer entities. The trustees saw it in 2019 and pursued the sale.

Seeking help from the state Attorney General’s Office, Bremer Financial attorneys in 2020 wrote a 25-page memo saying trustees “created a perfect environment for misconduct and self-dealing, including the Trustees' dramatic increases in their own compensation.” They noted the trustees got salaries of $350,000 to $500,000 in 2018.

Bremer Financial and Otto Bremer Trust spent tens of millions in legal fees over five years. The bank’s sole win for this expenditure was the ouster of one trustee.