Sector: Financials
ALERUS FINANCIAL CORP · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2016 with strong financial services background; no overboarding, attendance, or TSR concerns — ALRS outperformed the peer group median by +14.6pp over three years and the QABA benchmark by +15.8pp, well below the 65pp threshold needed to trigger an against vote.
CEO and director since 2021; no independence, overboarding, or attendance concerns, and the TSR trigger does not apply — ALRS outperformed both the peer median and the QABA benchmark over the relevant period.
Long-tenured director with deep banking expertise; 100% meeting attendance reported; no overboarding concerns, and ALRS stock performance exceeds the 65pp underperformance threshold required to trigger an against vote against the peer group and QABA.
Audit Committee Chair and retired CPA who qualifies as a financial expert; no attendance, overboarding, or TSR concerns; strong relevant financial oversight credentials.
Director since October 2021 with extensive fintech, payments, and regulatory experience; no flags on attendance, overboarding, or TSR underperformance.
Director since October 2021 with deep wealth management and public accounting background; no attendance, overboarding, or TSR concerns.
Director since December 2023, joined within the past 24 months (exempt from TSR trigger); current CFO of Blue Cross Blue Shield of Minnesota with strong financial leadership qualifications and no overboarding concerns.
Director since December 2023, joined within the past 24 months (exempt from TSR trigger); 40 years of financial services experience and no overboarding or attendance concerns.
Director since October 2024, joined well within the past 24 months (exempt from TSR trigger); holds one other public board seat (Enhabit), which does not trigger the overboarding threshold, and brings extensive CFO-level financial expertise.
All nine director nominees pass policy screens — no overboarding, attendance failures, independence violations, or TSR underperformance triggers. ALRS outperformed the peer group median by +14.6pp and the QABA — First Trust NASDAQ ABA Community Bank Index by +15.8pp over three years, both well below the 65pp threshold for strong-positive TSR required to trigger an against vote. Three newer directors (Uribe, Sorum, Bolton) are exempt from the TSR trigger as they joined within the past 24 months. The vote determination is FOR all nine nominees.
CEO
Katie A. Lorenson
Total Comp
$1,630,180
Prior Support
90.75%%
CEO Katie Lorenson's total compensation of $1,630,180 — consisting of a $625,000 base salary, $484,688 cash bonus (141% of target), $437,500 in stock awards, and $82,992 in other compensation — is reasonable for a CEO at a ~$606M community bank holding company and does not appear to exceed benchmark thresholds. The pay structure is well-designed: at least 56% of total pay is variable (cash bonus plus equity awards tied to multi-year performance metrics including net income, revenue, return on equity, and relative EPS growth and ROE versus the KBW Regional Bank Index), meeting the 50-60% variable pay standard. The prior year say-on-pay vote received 90.75% support, and the company's three-year stock return of +65.6% outperformed both the peer group median (+51.0%) and the QABA — First Trust NASDAQ ABA Community Bank Index (+49.8%), so above-benchmark incentive pay is aligned with superior shareholder returns. The company also maintains a clawback policy, no guaranteed bonuses, and no excessive perquisites.
Auditor
RSM US LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be evaluated; per policy, we do not assume a No vote when fee data is unavailable. Auditor tenure is also not disclosed, so the tenure trigger cannot fire. RSM is a large national accounting firm appropriate for a company of Alerus's size (approximately $606M market cap), and no material financial restatements are disclosed. The default vote is FOR.
The 2026 Alerus Financial annual meeting presents three standard proposals: election of nine directors, a say-on-pay advisory vote, and ratification of RSM US LLP as auditor. All proposals merit a FOR vote — the director slate is clean, the CEO pay program is performance-aligned with strong three-year stock outperformance versus both the peer group and the QABA — First Trust NASDAQ ABA Community Bank Index, and no auditor independence concerns can be confirmed from the available disclosures.
16 companies disclosed in 2026 proxy filing
