A Ramsey County District Court judge on Friday was scheduled to hear an unusual request from the Minnesota Attorney General’s Office over the recent addition of a trustee’s daughter to the helm of the Otto Bremer Trust, one of the state’s oldest philanthropies.

The office “was not seeking removal of Caroline Johnson as trustee,” according to its latest filing, but asked the courts to force the philanthropy to trim her salary, impose training requirements and institute safeguards against future family appointments.

The hearing has since been canceled.

Attorney General Keith Ellison’s office, which regulates charities, informed the courts on Thursday that the two sides “reached a resolution that has addressed the (office’s) concerns” and that the trustees have “agreed to implement internal procedures” regarding the selection of future trustees. Officially, the objections to her appointment have been withdrawn. The attorney general’s office now takes “no position,” reads the latest filing, but reserves the right to do so in the future.The newly averted legal clash centers on a $1.5 billion, St. Paul-based philanthropy that has been a major owner of Bremer Bank since its inception in 1943. The charity’s three trustees have chosen their own successors — usually family members — for the past 80 years, one among a number of issues that have drawn scrutiny in recent years from the attorney general’s office.

Daughter named successor

When Charlotte Johnson retired last August after 34 years as one of the three co-chief executive officers of the Otto Bremer Trust, she appointed her daughter as her successor. Prior to that, Caroline S. Johnson served as a Bremer Bank branch manager in New Richmond, Wis., a rural community of some 10,000 residents, since 2023. She started there as a bank teller in 2016 and spent roughly 20 years before that working in retail and interior design.

With her move to trustee, her annual salary, according to the attorney general’s office, increased from $73,000 to $685,000. Her résumé, 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. Bremer Bank, the charity’s largest asset at the time, is one of the state’s largest farm lenders and recently merged with Indiana-based Old National Bank, in which the charity maintains a sizable stake.

Efforts to get official comment from Caroline Johnson and the trust’s attorneys for this story were unsuccessful.

Ellison raises issues of ‘nepotism’

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.”

Before the attorney general’s office withdrew its objections Thursday, a hearing had been scheduled for Friday at the Ramsey County Courthouse.

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 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.

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 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.

According to her résumé, 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, Bremer’s 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.

“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’

Among its requests, Ellison’s office had asked that the court require a more formal appointment process moving forward. After learning of Caroline’s appointment July 17, and “given the familial relationship,” the attorney general’s office “expressed concerns about the potential lack of an objective process” on July 26, according to their filing of objection. She was seated anyway in early August.

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 Brian Evans, a spokesperson for the attorney general’s office, in an email early this week.

“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.

Thursday’s filing does not spell out what new “internal procedures” the Otto Bremer Trust had agreed to.

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.

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.