DEF 14A of Alerus Financial Corp, Apr 1, 2026

DEF 14A of Alerus Financial Corp

Filed Apr 1, 2026 · FY20250001437749-26-010883

Open on EDGAR

  1. What happens if a director nominee is unable to stand for election?

    What happens if a director nominee is unable to stand for election? The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than nine director nominees. The Board has no reason to believe that any nominee will be unable to stand for election.

  2. Nominees

    Nominees

  3. Nominees

    | Daniel E. Coughlin Director, Chairman | | | Age: 63 Director since: 2016 Committees: ■ Nominating and Corporate Governance ■ Audit | Mr. Coughlin, a director of the Company since 2016, served as the Managing Director and Co-Head of the Financial Services Practice at Raymond James & Associates from 2011 until his retirement in 2014. ■ Beginning in 2001, Mr. Coughlin served as Chairman and CEO of Howe Barnes Hoefer & Arnett prior to its 2011 merger with Raymond James and served eight additional years with Howe Barnes Hoefer & Arnett in various capacities. ■ Mr. Coughlin also spent seven years with the Federal Reserve Bank of Chicago, where he assessed the competitive implications of bank mergers and acquisitions. ■ We consider Mr. Coughlin to be qualified for service on the Board and the committees on which he serves because of his over 40 years of financial services experience, and knowledge and experience in areas such as strategic planning, risk management, mergers, and acquisitions, and capital formation. |

  4. Nominees

    | Katie A. Lorenson Director, President and Chief Executive Officer | | | Age: 45 Director since: 2021 | Ms. Lorenson serves as the President and Chief Executive Officer of the Company after being named to those positions in 2021. Ms. Lorenson joined the Company as Executive Vice President and Chief Financial Officer in December 2017 and assumed leadership over the Company’s retirement, wealth management, mortgage and banking product areas in 2020. ■ Ms. Lorenson is a seasoned executive with extensive experience overseeing financial service organizations and product and services management, previously serving as Chief Financial Officer at MidWestOne Financial Group, Inc. ■ Ms. Lorenson formerly served as Chief Financial Officer for Central Bancshares, Inc. which was acquired by MidWestOne Financial Group, Inc. in 2015. Prior to these roles, Ms. Lorenson served as Manager on the Financial Institutions Team for RSM (formerly, McGladrey & Pullen). ■ We consider Ms. Lorenson to be a qualified candidate for service on the Board because of her management and leadership experience as the Chief Executive Officer and President of the Company and her extensive experience in banking and prior financial leadership roles. |

  5. Nominees

    | 2026 Proxy Statement | 8 |

  6. Nominees

    | Randy L. Newman Director | | | Age: 72 Director since: 1988 Committees: ■ Risk (Chair) ■ Nominating and Corporate Governance | Mr. Newman, a director of the Company since 1995, joined the Company, formerly First National Bank of North Dakota in 1981, and became its President in 1987 and its Chief Executive Officer in 1995. He served in those roles until he retired on January 1, 2022. ■ Prior to joining the Company, Mr. Newman taught Corporate Finance and Business Strategy courses at the University of North Dakota. He was a director of the Federal Home Loan Bank of Des Moines from 1997 to 2007. ■ Mr. Newman served as a Class A Director of the Federal Reserve Bank of Minneapolis from 2012 to 2018. ■ Mr. Newman received his BSBA in 1975 and his MBA in 1979 from the University of North Dakota. ■ We consider Mr. Newman to be qualified for service on the Board and the committees on which he serves because of his deep experience in the banking industry, strategic planning, mergers and acquisitions and knowledge of the Company gained during his tenure with us as our former Chief Executive Officer. |

  7. Nominees

    | Galen G. Vetter Director | | | Age: 74 Director since: 2013 Committees: ■ Audit (Chair) ■ Compensation | Mr. Vetter has served as a director of the Company since 2013. Mr. Vetter has varied and broad board of director experience, having served on over a dozen boards over the past three decades. ■ Mr. Vetter is a retired CPA with an extensive background, including executive-level positions at Franklin Templeton Investments and RSM. ■ Mr. Vetter’s roles at RSM included Partner In-Charge of the Upper Midwest Region and National Executive Partner, with leadership responsibilities for financial management, information technology, and development of professional services industry practices. ■ As CFO and Senior Vice President at Franklin Templeton, Mr. Vetter’s responsibilities included oversight of accounting, financial compliance, and filings in dozens of counties for the funds. ■ Mr. Vetter holds a Bachelor of Science degree with an accounting emphasis from the University of Northern Iowa. ■ We consider Mr. Vetter to be qualified for service on the Board and the committees on which he serves because of his extensive experience in financial oversight and leadership roles, prior board experiences at other companies, accounting and finance knowledge and his qualification to serve as the Audit Committee’s financial expert. |

  8. Nominees

    | 2026 Proxy Statement | 9 |

  9. Nominees

    | Janet O. Estep Director | | | Age: 69 Director since: 2021 Committees: ■ Nominating and Corporate Governance (Chair) ■ Risk | Ms. Estep, a director of the Company since October 2021, is the former Chief Executive Officer and President of Nacha, the governing body for the US ACH payment network, a position she held from 2008 until 2019. ■ Before joining Nacha, Ms. Estep served as Executive Vice President of U.S. Bank’s Transaction Services Division. Ms. Estep previously led the sales and marketing teams of Pace Analytical and was general manager of its major environmental lab location. ■ Before Pace Analytical, Ms. Estep developed extensive technology knowledge through many field and headquarters positions with IBM, managing sales teams and product development for both hardware and software. ■ Ms. Estep received a B.A. in Economics and Psychology from St. Olaf College. She previously served on the board of ACI Worldwide (Chair of the Governance Committee and member of the Audit/Risk Committee), a Nasdaq-listed global payments software provider. ■ We consider Ms. Estep to be qualified for service on the Board and the committees on which she serves because of her over 35 years as an accomplished executive with experience in financial services and technology in areas such as digital technology, electronic payments, strategic planning, mergers and acquisitions, product development and sales, risk management, and regulatory oversight. |

  10. Nominees

    | Mary E. Zimmer Director | | | Age: 63 Director since: 2021 Committees: ■ Compensation (Chair) ■ Nominating and Corporate Governance | Ms. Zimmer, a director of the Company since October 2021, is the former Regional President for Wells Fargo Advisors’, or WFA, wealth management business. ■ In her role as Regional President of WFA, Ms. Zimmer led the Northern Region covering ten states across the Midwest and Northwest. Ms. Zimmer later launched and led WFA’s Diverse Client Segments team. ■ Prior to WFA, Ms. Zimmer held leadership roles at Royal Bank of Canada U.S. Wealth Management, including Head of International Wealth USA, Head of Wealth Management Services, and Chief Operating Officer/Chief Administrative Officer. ■ Before beginning her wealth management career, Ms. Zimmer worked in public accounting as a licensed CPA at Arthur Young, now Ernst & Young. ■ Ms. Zimmer received her B.A. in Business and Accounting at the University of Saint Thomas and her M.B.T. in Business Taxation at the University of Minnesota – Carlson School of Management. ■ We consider Ms. Zimmer to be qualified for service on the Board and the committees on which she serves because she brings over 35 years of experience in financial services with an extensive background in wealth management, capital markets, strategic planning, client segmentation, and product development. |

  11. Nominees

    | 2026 Proxy Statement | 10 |

  12. Nominees

    | John Uribe Director | | | Age: 58 Director since: 2023 Committees: ■ Audit ■ Risk | Mr. Uribe, a director of the Company since December 2023, is the current Chief Financial Officer at Blue Cross and Blue Shield of Minnesota, a position he has held since 2022. ■ Prior to his appointment as Chief Financial Officer at Blue Cross and Blue Shield of Minnesota, Mr. Uribe served as Vice President of Corporate Development and Interim Treasurer since 2012. Before joining Blue Cross, Mr. Uribe served in various finance leadership roles at RedBrick Health, GE Commercial Finance-Fleet Services, Schwann’s, and General Mills. ■ Mr. Uribe is a board member of the Bakken Museum. ■ Mr. Uribe holds a bachelor’s degree in accounting and an MBA in finance and international business from Indiana University Bloomington. ■ We consider Mr. Uribe to be qualified for service on the Board and the committees on which he serves because of his more than 30 years of financial and strategic leadership experience with expertise in mergers and acquisitions, financial planning and analysis, and general management. | | Nikki L. Sorum Director | | | Age: 65 Director since: 2023 Committees: ■ Compensation ■ Risk | Ms. Sorum, a director of the Company since December 2023, brings 40 years of experience as a leader in the financial services industry. She was an executive at Thrivent for two decades, including leading Sales and Distribution, a position she held from 2020 until 2023. ■ Prior to her time at Thrivent, Ms. Sorum served in Senior Vice President roles at RBC Wealth Management and was a partner at McKinsey & Co. in London, Chicago and Minneapolis. ■ Ms. Sorum currently serves on the board of Foresters Financial (member of Audit Committee and Risk and Investments Committee), a multi-national life insurance company based in Toronto, Canada. ■ Ms. Sorum holds a bachelor’s degree in economics from the University of Minnesota Twin Cities and an MBA from Harvard Business School. ■ We consider Ms. Sorum to be qualified for service on the Board and the committees on which she serves because of her 40 years of experience as a leader in the financial services industry with deep experience in wealth management services, talent management, strategic planning, and leadership. |

  13. Nominees

    | 2026 Proxy Statement | 11 |

  14. Nominees

    | Jeffrey W. Bolton Director | | | Age: 70 Director since: 2024 Committees: ■ Compensation ■ Audit Other public boards: ■ Enhabit Home Health and Hospice | Mr. Bolton, a director of the Company since October 2024 who joined the Board in connection with the Company's acquisition of HMN Financial, Inc., has served as an independent consultant for health services and economic development firms since February 2022. Mr. Bolton is currently the CEO of Bolton Advisory, LLC. Previously, he served as chief administrative officer of the Mayo Clinic from 2013 to 2021 and as its chief financial officer from 2002 to 2013. ■ Prior to working for the Mayo Clinic, Mr. Bolton held various business and finance-related positions at Carnegie Mellon University, including chief financial officer and vice president for business and planning. ■ Mr. Bolton currently serves as chair of the board of Enhabit Home Health and Hospice (Audit and Finance Committee and Nominating and Corporate Governance Committee), a NYSE-listed company. Mr. Bolton previously served on the board of directors of HMN Financial, Inc. (chair of Audit Committee and member of Governance and Nominating committee), a Nasdaq-listed financial institution holding company. ■ Mr. Bolton holds a bachelor’s degree from Pennsylvania State University, and master’s degrees in business administration and social work from the University of Pittsburgh. ■ We consider Mr. Bolton to be qualified for service on the Board and the committees on which he serves because of vast experience in various financial leadership roles, prior experience as a director on the board of another publicly traded financial institution holding company and experience in strategic leadership. |

  15. Nominees

    BOARD DIVERSITY In assessing Board composition and prior to nominating an existing director for re-election to the Board, the Nominating and Corporate Governance Committee considers and reviews a number of attributes with respect to each existing director, including diversity of experience, skills and contributions that the existing director brings to the Board. Our Board is comprised of nine directors, five of whom identify as male and four of whom identify as female. One of the male directors identifies as Hispanic or Latinx.

  16. Nominees

    | 2026 Proxy Statement | 12 |

  17. Nominees

    Corporate Governance and The Board of Directors We currently have nine directors serving on our Board, a majority of whom we have determined to be “independent,” as that term is defined by the Nasdaq Stock Market (“Nasdaq”). Our Board has evaluated the independence of its members based upon the rules of Nasdaq and the SEC. Applying these standards and based on information provided by each director concerning his or her background, employment and affiliations, our Board has affirmatively determined that, with the exception of Ms. Lorenson, each of our current directors is an independent director, as defined under the applicable rules. The Board determined that Ms. Lorenson does not qualify as an independent director because she is an executive officer of the Company and the Bank. Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full Board, with additional special meetings held from time to time. Our directors also discuss business and other matters with Ms. Lorenson, other key executives and our principal external advisers (legal counsel, auditors and other consultants) at times other than regularly scheduled meetings when appropriate. Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations, our Certificate of Incorporation and Bylaws. The current charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee are available on the Company’s website at investors.alerus.com. BOARD AND COMMITTEE MEETINGS During the fiscal year ended December 31, 2025, the Board held four regular meetings and three special meetings. During 2025, all directors attended all regular and special Board meetings and all committee meetings for the committees on which they served. In 2026, the full Board intends to meet at least four times with special meetings held from time to time when necessary and through committee membership, which is discussed below. The Board also regularly holds executive sessions of the independent members of the Board, without inside directors or executive management present. Our independent Chairman, Mr. Coughlin, serves as Chairman at these executive sessions. The Chairman is responsible for coordinating with the Chief Executive Officer to set the agenda for Board meetings and advising the Chief Executive Officer on various Board matters. COMMITTEE STRUCTURE The Board exercises certain of its powers through the following committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee. Each committee has a charter that addresses its purpose, authority, and responsibilities and contains other provisions relating to membership and meeting requirements. As required by its charter, each committee annually reviews and assesses its charter, but may recommend amendments at any time. In addition, each charter requires the committee to annually review its performance. Each committee has the authority to engage outside advisors to the extent it considers appropriate to assist the committee in its work. Each committee is comprised of independent directors only, and each independent director sits on at least two committees. Each committee chair reports to the full Board on the matters undertaken at each committee meeting.

  18. Nominees

    | 2026 Proxy Statement | 13 |

  19. Nominees

    The following table summarizes the current membership of each of the committees of the Board:

  20. Nominees

    | | | | NOMINATING AND | | | | | | CORPORATE | | | | AUDIT | COMPENSATION | GOVERNANCE | RISK | | DIRECTOR NAME | COMMITTEE | COMMITTEE | COMMITTEE | COMMITTEE | | Daniel E. Coughlin | X | | X | | | Randy L. Newman | | | X | Chair | | Galen G. Vetter | Chair | X | | | | Janet O. Estep | | | Chair | X | | Mary E. Zimmer | | Chair | X | | | John Uribe | X | | | X | | Nikki L. Sorum | | X | | X | | Jeffrey W. Bolton | X | X | | |

  21. Nominees

    The following is a summary of the functions of each committee:

  22. General Communications with the Board

    | NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | TOTAL | | Daniel E. Coughlin | $75,000 | $49,999 | $124,999 | | Randy L. Newman | $52,000 | $49,999 | $101,999 | | Galen G. Vetter | $55,250 | $49,999 | $105,249 | | Janet O. Estep | $52,000 | $49,999 | $101,999 | | Mary E. Zimmer | $52,250 | $49,999 | $102,249 | | John Uribe | $44,000 | $49,999 | $93,999 | | Nikki L. Sorum | $44,000 | $49,999 | $93,999 | | Jeffrey W. Bolton | $44,000 | $49,999 | $93,999 |

  23. Best Practices

    | What We Do | What We Don’t Do | | Align pay and performance | No guaranteed bonuses for NEOs; incentive compensation may be reduced to zero if financial metrics are not met | | Utilize a balanced mix of cash and equity compensation together with annual and long-term incentives | No excessive perquisites for our directors and NEOs | | Independent third-party compensation consultant retained by and reports to the Compensation Committee | No uncapped incentive award payments | | Peer group benchmarking | No highly leveraged incentive plans that encourage excessive risk taking | | Maintain stock ownership guidelines for NEOs and directors | No hedging of stock | | Maintain a clawback policy | No golden parachute excise tax gross ups | | Conduct ongoing stockholder outreach and communications | No “single trigger” severance upon a change in control | | Responsible use of shares under our 2019 Equity Incentive Plan | No dividends or dividend equivalents on unearned performance-based equity compensation |

  24. Best Practices

    PEER GROUP SELECTION AND ANALYSIS The Compensation Committee works with FW Cook to determine and utilize a peer group of publicly traded financial institutions which is typically evaluated annually and updated as needed. As part of this annual review, certain refinements were made to the 2025 peer group ("peer group") over the last year based on established screening criteria. The peer group is based on an analysis of publicly traded, diversified financial institutions to identify peers with similar characteristics to Alerus based on a variety of factors including commercial banks of similar asset size, financial performance, and similar business model traits such as more than 30% of revenue being driven by non-interest income or national companies with wealth management and similar assets under management. The Compensation Committee utilizes market data regarding the compensation practices of the peer group to establish compensation of the NEOs. The Compensation Committee benchmarks NEO compensation against the peer group median for each pay component, however the median is only a point of reference and NEOs may be positioned at a level less than or greater than the median based on time in position, experience, competitive pay objectives, and other factors. In connection with its 2025 analysis of the executive compensation peer group review, FW Cook compiled a market reference group of 16 publicly traded companies with stable-to-strong performance history. The Compensation Committee believes this peer group is appropriate for comparative analysis, but the Compensation Committee does not base its executive compensation decisions solely upon the peer group comparison. The companies included in this peer group used for 2025 compensation decisions are listed below:

  25. Best Practices

    | ■ | Annual Bonus. Based on circumstances that drove 2025 performance results, the Compensation Committee approved award payouts at 141% of target under the Company’s Short Term Incentive Plan. See “Annual Bonus - Short Term Incentive” within this CD&A for more information. |

  26. Best Practices

    | ■ | Equity Awards. Based on 2023-2025 financial performance, the Company approved award payouts at 112% of target for performance shares under the Company's Long-Term Incentive Plan. NEOs were also granted time-based equity awards for the 2023-2025 period. See “Equity Awards – Long-Term Incentive” within this CD&A for more information. |

  27. Best Practices

    ANNUAL BONUS – SHORT-TERM INCENTIVE PLAN The Company’s short term incentive plan (“STI Plan”) for NEOs sets forth performance incentives that are designed to provide annual cash awards that are payable if the Company meets or exceeds annual performance objectives approved by the Board. The purpose of the STI Plan is to incentivize our NEOs to drive Company performance metrics established by the Compensation Committee on an annual basis. Under the STI Plan, the Compensation Committee establishes a threshold, target, and maximum bonus as a percentage of annual base salary for each NEO. The Compensation Committee reviews this percentage annually as part of its total executive compensation review. Bonus pay out is based upon actual levels of achievement. The maximum an NEO can earn is 150% of the target opportunity, and the minimum an NEO can earn is 50% of the target opportunity. For performance below the threshold level, no incentive is earned for that metric. Award payouts for performance between the minimum and target, or for performance between the target and maximum is determined by linear interpolation. As provided under the terms of the STI Plan, the Compensation Committee establishes Company performance metrics no later than February of the relevant year. The STI Plan does not include any individual performance metrics and is based solely on Company performance to align incentive pay with Company financial performance. The Compensation Committee has the right, in its sole and absolute discretion, to make adjustments to the Company performance metrics within the defined parameters set forth in the 2025 STI Plan including: to adjust for one-time, non-recurring, or extraordinary events as the Compensation Committee deems appropriate; to adjust any awards by considering factors such as regulatory compliance and credit quality; and to reduce, including a reduction to zero, any cash award otherwise payable. In 2025, the Compensation Committee selected adjusted net income (“Adjusted Net Income”), a non-GAAP financial metric, adjusted total revenue ("Adjusted Total Revenue"), a non-GAAP financial measure, and return on equity (“Return on Equity” or “ROE”), a non-GAAP financial metric, as the Company’s performance metrics. Solely for purposes of measuring the Company’s achievement of performance metrics established under the STI Plan (and, as described below, the LTI Plan), the Compensation Committee calculated non-GAAP Adjusted Net Income, non-GAAP Adjusted Total Revenue, and non-GAAP ROE. To calculate 2025 Adjusted Net Income (“2025 ANI”), the Compensation Committee started with 2025 GAAP net income and excluded the loss on an investment securities sale during 2025, the net gain on sale of certain loans, one-time, merger and acquisition expenses related to the HMNF acquisition, and litigation expenses related to a legacy business previously sold by the Company. Adjusted Total Revenue, as calculated by the Compensation Committee solely for these incentive purposes, reflects 2025 GAAP net interest income, plus 2025 GAAP noninterest income, excluded the loss on an investment securities sale during 2025, less net gain on sale of certain loans. ROE, as calculated by the Compensation Committee solely for these incentive compensation purposes, reflects 2025 ANI divided by average stockholders’ common equity for the year. 2025 ANI was calculated as $70.183 million, Adjusted Total Revenue was calculated as $290.698 million, and ROE was calculated as 13.36% for 2025. In determining the 2025 financial targets as noted in the table below, the Compensation Committee reviewed 2024 target levels and actual results along with management’s 2025 budgeting expectations. The 2025 ANI, Adjusted Total Revenue, and ROE targets include integration of the HMNF acquisition and growth in lending, deposit, wealth management and retirement when compared to 2024. The Compensation Committee believed that these performance metrics remained appropriate and aligned with long-term stockholder interests. Actual results for 2025 were above target, driven by the positive impact of the HMNF acquisition, which resulted in earnings-per-share accretion, as well as disciplined expense management, and continued growth across lending, deposits, wealth management, and retirement services. The following table sets forth the target financial metrics and performance weightings as approved by the Compensation Committee for use in calculating the 2025 STI Plan incentive payouts.

  28. Best Practices

    | PERFORMANCE METRICS | THRESHOLD | TARGET | MAXIMUM | WEIGHT | ACTUAL PERFORMANCE | PAYOUT | | 2025 ANI | 85% of budgeted 2025 ANI $44.643 million | 2025 ANI per budget $52.521 million | 115% of budgeted 2025 ANI $60.399 million | 50% | $70.183 million | 75% | | Adjusted Total Revenue | 85% of budgeted Adjusted Total Revenue $236.932 million | Adjusted Total Revenue per budget $278.743 million | 115% of budgeted Adjusted Total Revenue $320.554 million | 25% | $290.698 million | 28.6% | | Return on Equity | 85% of budgeted Return on Equity 8.48% | Return on Equity per budget 9.98% | 115% of budgeted Return on Equity 11.48% | 25% | 13.36% | 37.5% | | Total Achievement | | | | | | 141% |

  29. Best Practices

    | NAME | TARGET BONUS (AS % OF SALARY) | TARGET BONUS | BONUS INCENTIVE PAID | | Katie A. Lorenson | 55% | $343,750 | $484,688 | | Alan A. Villalon | 40% | $144,000 | $203,040 | | Jim R. Collins | 40% | $186,000 | $262,260 | | Karin M. Taylor | 40% | $162,000 | $228,420 | | Forrest R. Wilson | 40% | $156,000 | $219,960 |

  30. Best Practices

    EQUITY AWARDS – LONG-TERM INCENTIVE PLAN The NEOs are eligible for long-term equity incentive awards under the Alerus Financial Corporation Long-Term Incentive Plan (the “LTI Plan”). The equity incentive awards due pursuant to the LTI Plan are granted under the Company’s 2019 Equity Incentive Plan. The purpose of the LTI Plan is to enhance Company performance consistent with our corporate strategic values, focus our executives on long-term performance results consistent with the Company’s long-term strategic plan, strengthen the link between executive pay and performance through utilization of measurable Company goals, and strengthen the link between executives and our stockholders by creating a shared interest in the Company’s growth. Awards under the LTI Plan consist of performance-based and time-based restricted stock units rather than cash to provide for additional alignment with the stockholders and Company performance over the performance period. The Committee establishes a threshold, target, and maximum award for each NEO, which is stated as a percentage of annual base salary. In 2025, 60% of the target award was delivered in the form of performance-based restricted stock units that are eligible to vest, if at least threshold performance metrics are achieved, based on the results of a three-year performance period starting January 1, 2025, and ending December 31, 2027, and 40% of the target award was delivered in the form of time-based restricted stock units that vest following a three-year vesting period ending February 26, 2028. Our award agreements provide that upon the expiration of a three-year performance-measuring period, participants will vest in a portion of the award relative to the performance of companies in the KBW Regional Bank Index at the start of the three-year performance period. The two performance measures, equally weighted, are relative three-year cumulative EPS CAGR growth and relative three-year Average Return on Equity. With respect to the performance-based restricted stock units, the maximum an NEO can earn is 150% of the target opportunity, and the minimum an NEO can earn is 50% of the target opportunity. For performance below the threshold level, no incentive is earned. Award payouts for performance between the threshold and target, or for performance between the target and maximum is determined by linear interpolation. The performance target and award payout ranges for the performance-based restricted stock units granted during 2025 were as follows:

  31. Best Practices

    | | | PERCENTILE VS. KBW NASDAQ BANK INDEX | | | PAYOUT AS A % OF AWARD TARGET | | | | PERFORMANCE METRIC | WEIGHT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | Relative three-year cumulative EPS CAGR growth | 50% | 25th | 50th | 75th | 50% | 100% | 150% | | Relative three-year Average Return on Equity | 50% | 25th | 50th | 75th | 50% | 100% | 150% |

  32. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments ("Options"). Accordingly, the Company has no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of Options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  33. Regulatory Impact on Compensation

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) | BONUS | STOCK AWARDS(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) | ALL OTHER COMPENSATION(4) | TOTAL | | Katie A. Lorenson | 2025 | $625,000 | $— | $437,500 | $484,688 | $82,992 | $1,630,180 | | President and Chief Executive Officer | 2024 | $600,000 | $— | $360,000 | $343,200 | $36,340 | $1,339,540 | | | 2023 | $550,000 | $64,625 | $275,000 | $173,250 | $30,530 | $1,093,405 | | Alan A. Villalon(5) | 2025 | $360,000 | $— | $162,000 | $203,040 | $43,648 | $768,688 | | Executive Vice President and Chief Financial Officer | 2024 | $345,000 | $— | $138,000 | $143,520 | $34,959 | $661,479 | | Jim R. Collins | 2025 | $465,000 | $— | $186,000 | $262,260 | $54,137 | $967,397 | | Executive Vice President and Chief Banking and Revenue Officer | 2024 | $445,000 | $— | $178,000 | $185,120 | $33,766 | $841,886 | | | 2023 | $422,212 | $40,420 | $124,500 | $108,360 | $30,530 | $726,022 | | Karin M. Taylor | 2025 | $405,000 | $— | $162,000 | $228,420 | $53,367 | $848,787 | | Executive Vice President and Chief Operating Officer | 2024 | $378,000 | $— | $151,200 | $157,248 | $35,069 | $721,517 | | | 2023 | $357,212 | $34,310 | $109,500 | $91,980 | $29,880 | $622,882 | | Forrest R. Wilson(6) | 2025 | $390,000 | $— | $156,000 | $219,960 | $50,237 | $816,197 | | Executive Vice President and Chief Retirement Services Officer | 2024 | $317,307 | $150,000 | $325,000 | $130,000 | $27,080 | $949,387 |

  34. Regulatory Impact on Compensation

    | NAME | TYPE OF PAYMENT | PAYMENTS UPON DISABILITY | PAYMENTS UPON DEATH | PAYMENTS UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON - NO CHANGE IN CONTROL | PAYMENTS UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON - CHANGE IN CONTROL | | Katie A. Lorenson | Cash Severance | $1,937,500 | $1,937,500 | $1,937,500 | $2,896,563 | | | Continuation of Insurance Benefits | $23,608 | $23,608 | $23,608 | $23,608 | | | Acceleration of Stock Awards | $1,235,785 | $1,235,785 | $1,235,785 | $1,235,785 | | | Total | $3,196,893 | $3,196,893 | $3,196,893 | $4,155,956 | | Alan A. Villalon | Cash Severance | $504,000 | $504,000 | $504,000 | $1,008,000 | | | Continuation of Insurance Benefits | $24,992 | $24,992 | $24,992 | $24,992 | | | Acceleration of Stock Awards | $426,867 | $426,867 | $426,867 | $426,867 | | | Total | $955,859 | $955,859 | $955,859 | $1,459,859 | | Jim R. Collins | Cash Severance | $651,000 | $651,000 | $651,000 | $1,302,000 | | | Continuation of Insurance Benefits | $23,608 | $23,608 | $23,608 | $23,608 | | | Acceleration of Stock Awards | $528,522 | $528,522 | $528,522 | $528,522 | | | Total | $1,203,130 | $1,203,130 | $1,203,130 | $1,854,130 | | Karin M. Taylor | Cash Severance | $567,000 | $567,000 | $567,000 | $1,134,000 | | | Continuation of Insurance Benefits | $15,776 | $15,776 | $15,776 | $15,776 | | | Acceleration of Stock Awards | $520,257 | $520,257 | $271,456 | $520,257 | | | Total | $1,103,033 | $1,103,033 | $854,232 | $1,670,033 | | Forrest R. Wilson | Cash Severance | $546,000 | $546,000 | $546,000 | $1,092,000 | | | Continuation of Insurance Benefits | $23,608 | $23,608 | $23,608 | $23,608 | | | Acceleration of Stock Awards | $437,271 | $437,271 | $437,271 | $437,271 | | | Total | $1,006,879 | $1,006,879 | $1,006,879 | $1,552,879 |