Alerus Financial Corporation ($ALRS)

Hello, and welcome to the Alerus Financial Corporation Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good afternoon, ladies and gentlemen. Welcome to the 2026 Virtual Annual Meeting of Alerus Financial Corporation. I'm Dan Coughlin, Chairman of the Board of the company, and it is my pleasure to serve as Chairman of this meeting. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote, or if you wish to revoke a previously submitted proxy, you may do so by clicking the Vote My Shares tab at the top right of your screen. To vote your shares, you will need the control number provided on your proxy card. Logging in with your control number will also allow you to submit questions. We have reserved time later in the meeting to address any questions related solely to today's agenda. Should you wish to submit a question during the meeting, please click on the question box to the right of your screen. Type your question into the text box, then click the submit button. Please note that in the interest of all stockholders, we will only address those questions that are related to the matters that are being voted on at this annual meeting. We will also limit each stockholder to 2 relevant questions to ensure time for all stockholders to ask questions. We appreciate your understanding. For any general business questions about the company, please refer to the information available on our Investor Relations website, which includes our SEC filings. At this time, I call the meeting to order. I will now introduce the current directors of the company in attendance at this meeting. Katie Lorenson, Randy Newman, Janet Estep, Mary Zimmer, Galen Vetter, Niki Sorum, John Yuribe and Jeffrey Bolton. We're very proud of the members of the Board and are grateful for their dedicated service. I offer thanks for their leadership and governance. Also in attendance is Michael Grossman, a representative from the company's independent auditing firm, RSM US LLP. Now to the business of the meeting. Nick Brenckman will serve as the Secretary of this meeting. Stockholders who have already voted by Internet, telephone or mail need not vote again online at this meeting. Your voting instructions will be carried out this afternoon by the appointed proxies. They are Kari Koob and Nick Brenckman. Mr. Brenckman, will you please review the matters related to the organization of this meeting?

Thanks, Dan. I have received an affidavit of mailing from Equiniti Trust Company, LLC, which states that mailing of the notice of the meeting and the Internet availability of the related proxy materials commenced on April 1, 2026, to all stockholders of record as of the record date, March 16, 2026. The polls have been open for voting on the matters listed in the notice since April 1, 2026. The polls will close for voting on any item when discussion has been completed on that item. Since no stockholder nominations or proposals were filed in advance of this meeting as provided in the company's bylaws, the business of this meeting is limited to the matters listed in the notice. An alphabetical list of stockholders entitled to vote at this meeting with the number of shares held by each is present and available electronically for inspection at this meeting. The list has been available for the 10 days preceding this meeting. The notice of the meeting and affidavit of mailing of the notice will be inserted in the company's minute book. There are in excess of 20,654,000 common shares represented at this meeting, which constitutes approximately 80.8% of the outstanding shares entitled to vote here today. Since a majority of the outstanding voting shares are represented here today, a quorum is present. As Secretary of this meeting, I declare a properly constituted meeting duly organized and ready for business. We will now proceed with the business of the meeting. To act as the inspector of election, the Board has appointed Chad Johnson. Mr. Johnson has been duly sworn in and his oath will be filed with the records of this meeting. That completes the necessary formalities.

The first item of business today is the election of 9 members of the Board of Directors, each of whom will serve a 1-year term until the Annual Meeting of Stockholders to be held in 2027. These are distinguished individuals who have achieved success in their own business activities and have also made significant contributions to their communities. More specific biographical information on each director nominee is provided in the company's proxy statement. The Board of Directors has nominated myself, Katie A. Lorenson, Randy L. Newman, Janet O. Estep, Galen G. Vetter, Mary E. Zimmer, John Uribe, Nikki L. Sorum and Jeffrey W. Bolton as listed in the company's proxy statement to serve as directors for a 1-year term or until -- and until their successors have been duly elected. The second proposal on this year's ballot is the approval on a nonbinding advisory basis of the compensation paid to the company's named executive officers. The last proposal on this year's ballot is the ratification of RSM US LLP as the company's independent public accounting firm for the fiscal year ending December 31, 2026. The proposals were described in detail in the proxy statement for this meeting. We shall now proceed to vote on these proposals. You are entitled to 1 vote for each share registered in your name. For the election of directors, the 9 nominees receiving the highest vote totals will be elected to serve as directors. The approval of the compensation paid to the company's named executive officers require the affirmative vote of the majority of the shares of common stock present in person, or represented by proxy at this annual meeting and entitled to vote on the matter. Please note that because the say-on-pay proposal is nonbinding and advisory, the outcome of this vote will not be binding on the Board. However, the Compensation Committee of the Board of Directors will take into account the outcome of the votes when considering future compensation arrangements. The ratification of the appointment of RSM US LLP must receive the affirmative vote of the majority of shares of the company present in person or represented by proxy at this annual meeting. We will now take any stockholder questions related to today's agenda. As a reminder, should you wish to submit a question during the meeting, please click on the questions box to the right of your screen. Type your question into the text box, then click the submit button. As noted at the beginning of the meeting, we will only address those questions that are related to the matters that are being voted on at the annual meeting. Nick, are there any suitable questions?

Thanks, Dan. We have not received any questions.

Since we have not received any questions regarding the business before this meeting, the question-and-answer session is now closed. If you have not already done so, we remind you to submit your vote on each matter by clicking the Vote My Shares tab at the top right of your screen. Voting is about to be closed. [Voting]

I now declare that the polls are closed on all matters before the stockholders. That concludes the voting on the proposals to be considered at this meeting. The votes have been tallied by the inspector and the results of the vote are as follows. Each of the nominees for director received the plurality of the votes cast. Accordingly, each has been elected as a director of the company. The proposal to approve on a nonbinding advisory basis, the compensation paid to the company's named executives in the 2025 received the approval of -- in 2025, received the approval of the majority of shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter. The ratification of the appointment of RSM US LLP as an independent public accounting firm for the company received the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter. Accordingly, the appointment of RSM US LLP as the independent public accounting firm for the company for the fiscal year ending December 31, 2026, is ratified. The inspector is directed to submit the certificate of inspection of election to be filed with the Secretary for insertion into the company's minute books together with the minutes of this meeting. That completes the items of the agenda, and I declare that this meeting is adjourned. Thank you very much, ladies and gentlemen, for attending our virtual annual meeting. Have a good afternoon.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.