Ellison opposes appointment of Otto Bremer Trust trustee’s daughter

A Ramsey County District Court judge on Friday will hear an unusual request from the Minnesota Attorney General’s office, which hopes to remove a recently-appointed trustee from the helm of one of the state’s oldest philanthropies, or at least slash her salary, impose training requirements and institute safeguards against future family appointments.

When Charlotte Johnson retired last August after 34 years as one of the three leaders at the helm of the Otto Bremer Trust, she appointed her daughter as her successor. Until then, Caroline S. Johnson had served as a Bremer Bank branch manager in New Richmond, Wis., a rural community of some 10,000 residents.

Based in St. Paul, the $1.5 billion philanthropy has been a major owner of the bank since its inception in 1943, and the charity’s three trustees have chosen their own successors for the past 80 years.

Those concerns reverberated with Ellison’s office, which regulates charities. With her move from community banker team lead to trustee, Caroline Johnson became one of three co-chief executive officers of the multi-billion dollar philanthropy overseeing Bremer Bank. The bank is one of the state’s largest farm lenders and recently merged with Indiana-based Old National Bank.

Efforts to get comment from Caroline Johnson and the trust’s attorneys for this story were unsuccessful as of Thursday morning.

Ellison raises issues of ‘nepotism’

Her annual salary, according to the attorney general’s office, increased nearly tenfold from $73,000 to $685,000. Her resume, according to the attorney general’s office, did not reveal deep credentials administering sizable charities beyond her family roots.

In 2023, the Otto Bremer Trust issued $105 million in grants and low-interest loans to charitable causes across Minnesota, Wisconsin, North Dakota and Montana.

The attorney general’s office, “as representative of the charitable interests of the public, does not have sufficient assurances that the selection is in the best interest of the beneficiaries,” reads an April 16 legal filing from Ellison’s office. “Rather, trustees’ continuing pattern of nepotism substantially undermines the trust of the public whom trustees are supposed to serve.”

Ellison’s office noted that while trustees have a tradition of choosing their own successors, state law requires that they “must comply with their fiduciary duties of care and loyalty when exercising that discretion,” and that breaching those duties “cannot have been the (founder’s) intent.”

A hearing before Judge Mark Ireland is scheduled for 9 a.m. Friday at the Ramsey County Courthouse in St. Paul.

Trustees defend Johnson

In their legal response to the attorney general’s office, attorneys with Ciresi Conlin wrote that Ellison’s office “has never provided any evidence that her removal is necessary to best serve the interests of all beneficiaries.” Instead, it would in fact be inconsistent with both 80 years of practice and Otto Bremer’s express preferences, spelled out in the trust’s founding documents, that trustees select their own replacements.

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The attorney general’s office “relies primarily on arguments it made and lost three years ago” when the office attempted to block a bank sale in court, the attorneys wrote. “This court has already rejected the (attorney general office’s) campaign against what the (office) terms ‘nepotism.’ … Charlotte did all she was required to do, and Trustee Caroline has faithfully administered the Trust since then.”

Charlotte and Caroline Johnson have joined the Otto Bremer Trust in objecting to the attorney general’s petition and defending her credentials, as have trustees Daniel Reardon and Francis Miley, who both submitted affidavits to the court.

Caroline Johnson’s previous public service has included sitting on the board of directors and finance committee of the St. Croix Valley Food Bank during its capital campaign, serving on the board of directors of the Encampment Forest Association/Minnesota Land Trust, and serving for five years on the board of directors of the St. Croix County United Way, specifically its grants committee.

Reardon noted that Otto Bremer selected his grandfather, his trusted tax consultant, as a trustee, who later selected his father, who later selected Reardon. He praised Caroline Johnson’s “high emotional intelligence” and said her intimate knowledge of both banking and relationship building were assets during the recent bank sale.

“I have known Caroline for over 30 years and have seen her evolve and grow both personally and professionally,” Reardon wrote, noting she had previously worked for Bremer Bank for seven years.

“This direct boots-on-the-ground experience in a Bremer branch bank was an excellent way to learn about the banking industry as well as Otto Bremer’s philanthropic vision for the Trust,” Reardon wrote. “Like me, Caroline grew up surrounded by the Trust. She learned about a life of service to Otto Bremer’s vision at the dinner table, by joining Charlotte on Trust retreats, and other events over the last 30 years.”

Ellison’s office asked that the court adjust her salary and consider reviewing “Caroline Johnson’s skills and abilities and imposing training requirements and/or independent advisors as needed.” In her affidavit, Caroline Johnson noted she recently received a certificate from University of Minnesota Continuing and Professional Studies for completing a course on “Leadership Essentials.” She also completed another course on “Introduction to Trust Administration” at the University of Sioux Falls.

Asking for ‘steps expected of a large nonprofit’

Ellison’s office has asked that even if the court does not remove Charlotte Johnson, that it require a more formal appointment process moving forward. Ellison’s office previously alerted the courts they will take a hard look at the selection process if a trustee appointed a family member as a successor, said Brian Evans, a spokesperson for the attorney general’s office.

Charlotte Johnson “did not use any kind of objective process, such as collecting a pool of qualified candidates, applying objective criteria to narrow those candidates, and then making a selection applying those criteria that best serves interests of the public whom the Trust serves,” said Evans, in an email.

“Despite the fact that Trustees justify their substantial compensation by comparing themselves to CEOs of large nonprofit foundations, Johnson did not take the steps expected of a large nonprofit when replacing a high-level executive,” he wrote.

Previous efforts at removing trustees

The attorney general’s office has sought to remove trustees before.

In August 2020, Ellison’s office accused three trustees of attempting to inflate their compensation through a bank sale, among other forms of self-dealing. Following a 20-day bench trial, Judge Robert Awsumb chose to remove Brian Lipschultz as a trustee but retain Reardon and Charlotte Johnson.

Lipschultz filed legal appeals, but they failed to sway the Minnesota Court of Appeals and Minnesota Supreme Court. He recently filed a legal request to have the Otto Bremer Trust pay his legal fees.

Bremer Bank completed its sale to Old National earlier this month, creating the third-largest bank to the Twin Cities — as measured by deposits — and one of the top 25 banking companies headquartered in the U.S. As a result of the merger, the Otto Bremer Trust will retain an 11% ownership stake in Old National, and Reardon will join the Old National board of directors.