Alerus Financial (ALRS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to be held virtually, with record date set as March 12, 2025.

• Stockholders will vote on five key proposals, including director elections, executive compensation, auditor ratification, and a charter amendment to increase authorized shares.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms.

• Non-binding advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes.

• Ratification of RSM US LLP as independent auditor for 2025.

• Amendment to the Certificate of Incorporation to increase authorized common stock from 30 million to 60 million shares.

• Board recommends voting FOR all proposals and 1 YEAR for say-on-frequency.

Board of directors and corporate governance

• Board consists of nine members, majority independent per Nasdaq standards; only the CEO is not independent.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, all with independent members and defined charters.

• Board and committee meetings held regularly, with executive sessions for independent directors.

• Board diversity: five male, four female directors; one identifies as Hispanic or Latinx.

• Board leadership structure separates Chairman and CEO roles.