Alerus Financial (ALRS) Proxy Filing summary

Executive summary

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

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

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

Voting matters and shareholder proposals

• Proposals include: election of nine directors, non-binding advisory vote on executive compensation (say-on-pay), advisory vote on frequency of say-on-pay, ratification of RSM US LLP as auditor, and amendment to increase authorized shares from 30M to 60M.

• Board recommends voting FOR all director nominees, FOR say-on-pay, 1 YEAR for say-on-frequency, FOR auditor ratification, and FOR the authorized share amendment.

• The authorized share amendment is classified as a routine matter, allowing brokers to vote at their discretion if no instructions are provided.

Board of directors and corporate governance

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

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

• Board and committees met regularly in 2024; executive sessions held without management.

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

• Chairman and CEO roles are separated; current Chairman is independent.