Independent
Tenure on this board
10.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); and ratify RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect nine director nominees named in the proxy statement to serve one-year terms on the Company's board of directors.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management-sponsored proposal requests a non-binding, advisory approval of the compensation paid to the Company’s named executive officers (NEOs) as disclosed in the Executive Compensation section and related tables. Management seeks this advisory approval to obtain stockholder feedback on its compensation policies and to demonstrate alignment between pay and Company performance; the Board has adopted an annual say-on-pay frequency consistent with stockholder preference. The Company’s executive pay program combines base salary, annual cash incentives tied to adjusted net income, adjusted total revenue, and return on equity, and long-term equity awards that include performance-based restricted stock units linked to multi-year cumulative EPS growth and return on equity relative to the KBW Regional Bank Index. The Compensation Committee is independent, uses an independent consultant (FW Cook), and applies peer benchmarking and risk-mitigating features (clawback policy, stock ownership guidelines, deferred compensation) to align incentives with long-term shareholder interests and regulatory guidance. The Board points to strong disclosure of targets, actual 2025 achievement (141% STI payout; 112% LTI payout for 2023–2025 performance), and recent shareholder support (90.75% in favor in 2025) as reasons to support the proposal. The vote is advisory only and not binding on the Board, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Key governance and regulatory context includes oversight by an independent Compensation Committee, consideration of FDIC and interagency guidance on incentive compensation, and the Company’s practices to avoid excessive risk-taking. Voting for the proposal signals shareholder support for the Company’s compensation design and its alignment with reported performance; voting against would be a non-binding indication of shareholder concern that the Board would be expected to address through engagement and potential changes to program design.
Ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALERUS FINANCIAL NA | 8.9% | 2,241,741 | $53M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 961,776 | $23M |
| 3 | BlackRock, Inc. | 3.5% | 871,906 | $21M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 843,227 | $20M |
| 5 | BlackRock, Inc. | 2.7% | 683,392 | $16M |
| 6 | ENDEAVOUR CAPITAL ADVISORS INC | 2.2% | 562,229 | $13M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 529,581 | $13M |
| 8 | STATE STREET CORP | 2.0% | 493,162 | $12M |
| 9 | M3F, Inc. | 1.7% | 417,108 | $10M |
| 10 | AMERIPRISE FINANCIAL INC | 1.5% | 383,940 | $9M |
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