Ignore the debate between Bremer Financial Corp. and the Otto Bremer Trust over whether the bank could be sold. That's a sideshow.
There are hedge funds involved in the fight. While rarely a good thing in any business story, they are a distraction, too.
By themselves, many of the details arising at the hearing in St. Paul on the state of Minnesota's push to remove the Otto Bremer Trust's trustees mean little.
And while the whole battle looks simply like a bunch of rich people fighting over money, it's about more than money, or status, or even the future of a big bank.
There's a principle at stake. A bedrock, we-need-to-care-about-this principle.
Excellence requires oversight.
Seven years ago, the three trustees now fighting to keep their jobs started chipping away at the oversight that produced excellence at the Otto Bremer Trust.
They booted the executive director. They started calling themselves co-CEO. That means, while they might still call themselves trustees, too, there's no more line that divides the responsibilities — and necessary tension — between manager and overseer.
They'd chosen to be the managers of the foundation, not the overseers. There's no oversight now. There's no one to hold them accountable.
It's bad governance of breathtaking proportions.
Documents in the current litigation show the Bremer trustees and staff from the Attorney General's Office had a back-and-forth about governance during the past couple of years. The foundation is permitted by the original trust instrument to form a nonprofit corporation, with a traditional board of directors providing oversight. The Bremer trustees, it appears, simply don't want one.
Around the Twin Cities, executives at big companies and nonprofits, volunteers on the boards of nonprofits and foundation leaders have been muttering for years about the audacity of the transformation at the Bremer foundation, and opinion turned sharply against these trustees. The dispute over the ownership of Bremer Financial that erupted two years ago finally lit the powder keg.
That's got people thinking about what could happen if Bremer Financial — which supplies the money the trust gives away — did get sold. These three people at the foundation, accountable to no one but themselves, would no longer have the bank's pesky board getting in their way. They could potentially have a lot more financial weight to throw around the region, too.
The state's attorney general, Keith Ellison, isn't playing politics or catering to elite consensus by asking a judge to toss these trustees. Looking out for the public's interest at the Bremer foundation is part of the job.
Whether the state proves its case is up to the judge. Yet it's hard to imagine how the Otto Bremer Trust could've landed in court at all without the trustees first deciding it was just fine to be a co-CEO, investment manager and trustee.
The Otto Bremer Trust was well known before all this legal drama, having granted hundreds of millions of dollars in the Upper Midwest over the decades.
A spokesman for the Otto Bremer Trust as far back as 2014 argued to the Star Tribune that the trustees get paid so much because it's really a bank holding company, given its ownership stake in Bremer Financial Corp.
That's technically true. It's also absurd.
The Otto Bremer Trust is not a private corporation and it files the Form 990-PF tax return of a private foundation. The immigrant entrepreneur Otto Bremer created the foundation, calling it the Otto Bremer Foundation, in the 1940s.
For years, the foundation and the banking company were almost the same organization, but the laws changed in the 1960s and so did the structure. Today, the foundation owns by far the most shares in what's now called Bremer Financial Corp. Yet federal laws require that it doesn't control the company.
Last year, the nicely profitable Bremer Financial paid $73.4 million in dividends to the foundation. The foundation in turn gave away more than $71 million in grants and program-related investments, nearly $60 million of that in Minnesota.
The current trustees, Charlotte Johnson, Daniel Reardon and Brian Lipschultz, all got their positions from their dads. Lipschultz was the last of the current trustees to join the board, succeeding his father in 2012.
The first tax return to list the three of them as co-CEO was 2014's, after executive director Randi Roth was pushed out. In 2015, Lipschultz and Reardon were each making about $500,000 and had added "investment manager" to their positions listed in the tax return, while Johnson made more than $312,000.
There was nothing hidden about any of this happening at the foundation. A five-word internet search takes anyone to the foundation's 2015 tax return.
Imagine the board of directors of Target Corp. naming themselves co-CEOs and deciding to pay themselves $50 million a year. Of course, had this happened, the shareholders would see to it that Target promptly had a new board of directors.
A large foundation like Bremer has no shareholders. The Attorney General's Office plays that role — and is doing so in court now.
A few years ago, the then-president of the McKnight Foundation in Minneapolis, Kate Wolford, wrote to the Bremer trustees. Like others in her profession, she wrote, she believed the Bremer trustees must respond to mounting concerns about booting the foundation's executive and jacking up their own pay.
Otherwise, she added, "public trust and confidence in the entire sector is diminished."
The National Committee for Responsive Philanthropy also fired off a letter, this one to then Attorney General Lori Swanson, complaining that trustee compensation had increased more than 1,000% in a decade and these three had violated "many principles of good governance."
Whether it's a for-profit or nonprofit entity, those charged with oversight simply need to keep a watch on people looking after the money — and they must know to never put personal gain ahead of the organization's interest. That's governance.
One little episode out of court last week illustrates how screwed up the governance of the Bremer foundation has become. It came from the testimony of Sara Dziuk, CEO of Junior Achievement North, a nonprofit financially supported by the foundation.
She described "very difficult, very hostile" conversations with Lipschultz about, among other things, Junior Achievement deciding to celebrate the career of an executive who happens to serve on the Bremer Financial board. Ultimately, Junior Achievement took the extraordinary step of returning its most recent Bremer grant — $1.2 million.
News accounts of this episode accurately described Lipschultz as a trustee. But remember, it was really the foundation's co-CEO badgering that nonprofit executive.
There's no real board at the Otto Bremer Trust to look into this. There's no one to sigh, express disappointment and then tell the co-CEO that his letter of resignation is expected by the end of the day.