🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Alerus Financial Corp. Think of it as an invitation and instruction manual for the company's annual shareholder meeting. It's where the company asks shareholders to vote on key decisions. The meeting will be virtual on May 14, 2026, at 1:30 p.m. Central Time.

👉 Why it matters: If you own stock in Alerus, this document tells you what you're voting on and gives you the information needed to make informed decisions. Your vote counts.

🏢 What The Company Does

Alerus Financial Corporation is a bank holding company based in Grand Forks, North Dakota. It owns Alerus Financial, National Association, a full-service bank.

👉 In simple terms, they provide banking, mortgage, wealth management, retirement, and commercial financial services, primarily in the Upper Midwest. They're a regional financial institution.

🗳️ The Proposals You're Voting On

Shareholders will decide on three main items:

Elect 9 Directors: Vote to approve the board nominees.
"Say on Pay" (Advisory): A non-binding vote to approve executive compensation.
Ratify the Auditor: Approve RSM US LLP as the independent accounting firm for 2026.

👉 The Board recommends voting "FOR" on all three proposals.

👥 Meet the Board Nominees

The board is asking to elect nine directors. Here’s a snapshot of their backgrounds:

Daniel E. Coughlin (Chairman): Former investment banker with 40+ years in financial services.
Katie A. Lorenson (CEO): The company's current President and CEO since 2021.
Randy L. Newman: Former CEO of the company with deep banking experience.
Galen G. Vetter: Retired CPA and former finance executive, serves as Audit Chair.
Janet O. Estep: Former CEO of Nacha (the ACH payment network), an expert in payments and tech.
Mary E. Zimmer: Former wealth management executive at Wells Fargo and RBC.
John Uribe: CFO of Blue Cross Blue Shield of Minnesota, finance and M&A expert.
Nikki L. Sorum: Former Thrivent executive with 40 years in financial services leadership.
Jeffrey W. Bolton: Former CFO and CAO of Mayo Clinic, joined after Alerus's acquisition of HMN Financial.

👉 The board aims for diversity in skills, experience, and gender (5 male, 4 female).

⚙️ How the Board Works

The board has four key committees, each with independent directors:

Audit Committee: Oversees financial reporting and auditors.
Compensation Committee: Sets pay for executives and directors.
Nominating & Governance Committee: Finds director candidates and oversees governance.
Risk Committee: Manages the company's overall risk appetite and framework.

👉 Why it matters: This structure ensures checks and balances. For example, the independent directors, not the CEO, set the CEO's pay and oversee risks.

💵 Executive & Director Pay

The proxy details how top executives and directors are compensated.

CEO Pay: The "Summary Compensation Table" will show total compensation for CEO Katie Lorenson and other named executives for 2025.
Director Pay (2025): Non-employee directors received a $40,000 cash retainer + $50,000 in restricted stock. Extra fees were paid for committee chairs ($8,000-$12,500) and the Board Chairman ($30,000).

👉 For example, Chairman Daniel Coughlin's total 2025 compensation was $124,999 ($75k cash + $50k stock).

📅 Key Logistics & Dates

Record Date: March 16, 2026. You must own shares by this date to vote.
Virtual Meeting: May 14, 2026, at 1:30 p.m. CT. Access via: https://edge.media-server.com/mmc/p/52pjzmgx
- Passcode: alerus2026
- You'll need your 11-digit control number from your proxy card to vote.
Voting Deadline: May 13, 2026, at 11:59 p.m. ET if voting online or by phone.
Future Shareholder Proposals: For the 2027 meeting, proposals must be submitted between January 14, 2027, and February 13, 2027.

⚖️ Big Picture

Strengths (👍)

Experienced board with deep banking, financial, and tech expertise.
Clear separation of CEO and Chairman roles.
Robust committee structure for governance and risk oversight.

Risks & Considerations (⚠️)

As a regional bank, it is exposed to economic conditions, interest rate changes, and competitive pressures.
The "Say-on-Pay" vote is advisory; while the board considers it, they are not legally bound by the result.

🧠 The Analogy

Alerus's annual meeting is like a co-op owner's meeting. You, as a part-owner (shareholder), are being asked to:

Approve the board of directors who will steer the ship.
Give a thumbs-up or thumbs-down on how much the captain (CEO) is being paid.
Re-approve the independent inspector (auditor) who checks the books.

You don't run the day-to-day, but you have a direct say in who oversees the company and its major financial decisions.

📇 Key Contacts & People

Katie A. Lorenson: President & Chief Executive Officer
Company Address: 401 Demers Avenue, Grand Forks, North Dakota 58201
Investor Contact: investors.alerus.com
Proxy Materials: http://www.astproxyportal.com/ast/19579/

🧩 Final Takeaway

This proxy is your toolkit for exercising shareholder rights. Your core decisions are to elect the proposed directors, signal approval or disapproval of executive pay, and ratify the company's auditor. Review the director qualifications and compensation details, then cast your vote before the virtual meeting on May 14, 2026.

ALERUS FINANCIAL CORP — DEF 14A Filing