Alerus Financial (ALRS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to be held virtually, with record date set as March 16, 2026.

• Stockholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

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

• Board consists of nine directors, majority independent, with diverse backgrounds and expertise.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory approval of executive compensation, and ratification of RSM US LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting between January 14 and February 13, 2027.

Board of directors and corporate governance

• Board is majority independent, with only the CEO classified as non-independent.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, all comprised of independent directors.

• Board and committees met regularly in 2025, with full attendance.

• Board leadership is separated between an independent Chairman and the CEO.

• Board diversity includes five male and four female directors, with one identifying as Hispanic or Latinx.