Daniel E. Coughlin
ALERUS FINANCIALAbout Daniel E. Coughlin
Independent Executive Chairman of Alerus Financial Corporation; age 62; director since 2016. Over 40 years in financial services including Managing Director & Co-Head of Financial Services at Raymond James (2011–2014), Chairman & CEO of Howe Barnes Hoefer & Arnett (2001–2011) with prior roles there, and seven years at the Federal Reserve Bank of Chicago focused on competitive implications of bank M&A. Core credentials: strategic planning, risk management, mergers and acquisitions, and capital formation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raymond James & Associates | Managing Director & Co-Head, Financial Services Practice | 2011–2014 | Led sell- and buy-side advisory in financials |
| Howe Barnes Hoefer & Arnett | Chairman & CEO; prior roles | 2001–2011; plus eight earlier years | Built and led bank-focused investment banking/brokerage |
| Federal Reserve Bank of Chicago | Economist/Analyst (competitive implications of bank M&A) | Seven years (prior period) | Assessed consolidation impacts on competition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed in proxy |
Board Governance
- Roles: Independent Executive Chairman of the Board; presides over executive sessions of independent directors; separate from CEO role, with Board preference for separated Chair/CEO structure .
- Independence: Board determined Mr. Coughlin is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair (Board Chair role is separate) .
- Attendance: In 2024, all directors except Uribe and Bolton attended ≥75% of combined Board and committee meetings; Coughlin met the ≥75% threshold. All directors attended the 2024 annual meeting .
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No | 4 |
| Nominating & Corporate Governance | Member | No | 4 |
| Board (Executive sessions of independents) | Presides as Chair | — | Regularly held |
Fixed Compensation
- Structure: Non‑employee directors receive annual cash retainer ($40,000) and restricted stock grant ($50,000 grant-date value) vesting at the earlier of 1-year or next annual meeting. Chair/committee fees increased after the 2024 annual meeting; Board Chairman fee moved from $25,000 to $30,000; committee chair fees increased; quarterly committee meeting fees were eliminated post‑meeting; special meeting fees remain ($1,000 ≤3 hours; $2,000 >3 hours) .
- 2024 Paid: Coughlin received $76,500 cash (retainer, Chairman fee, meetings) and $50,003 in stock awards; total $126,503 .
| Component (2024) | Amount ($) |
|---|---|
| Cash fees earned/paid | $76,500 |
| Stock awards (restricted stock, grant-date value) | $50,003 |
| Total | $126,503 |
Performance Compensation
- Directors do not receive performance-based equity; non‑employee director equity grants are restricted stock with time-based vesting (earlier of first anniversary or next annual meeting). No director performance metrics are tied to compensation .
| Equity Grant Feature | Detail |
|---|---|
| Instrument | Restricted stock (non‑employee director) |
| Grant-date value | $50,000 (standard annual grant) |
| Vesting | Earlier of 1-year from grant or next annual meeting |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no Alerus executives sit on other entities’ boards in a way that would create interlocks with Alerus’s Compensation Committee .
- Current public company boards for Coughlin: None disclosed .
Expertise & Qualifications
- Qualifications cited by Board: 40+ years financial services, strategic planning, risk management, M&A, capital formation; suitable for Audit and Nominating & Governance committees .
- Audit oversight experience: Member of Audit Committee; committee has authority over external auditors, financial reporting, internal controls, and conflict-of-interest reviews .
Equity Ownership
- Beneficial ownership: 44,957 shares; includes 2,559 unvested restricted shares and 27,356 shares held jointly with spouse; less than 1% of shares outstanding (*) .
- Ownership guidelines: Directors must hold 5x annual stock retainer; as of Feb 26, 2025, all directors were compliant or within 5-year grace if new to role .
- Pledging/hedging: Company prohibits hedging; no pledges disclosed for Coughlin. Anti‑hedging is part of insider trading policy; some other directors have pledged/margin positions noted separately, but none for Coughlin .
| Item | Detail |
|---|---|
| Shares beneficially owned | 44,957 (*) |
| Unvested restricted stock included | 2,559 |
| Jointly held with spouse | 27,356 |
| Ownership guideline status | In compliance as of Feb 26, 2025 |
| Hedging policy | Hedging prohibited; insider trading policy applies |
| Pledged shares | None disclosed for Coughlin |
Insider Trades
| Year | Filing status | Notes |
|---|---|---|
| 2024 | No delinquent Section 16 filings identified for Coughlin in company disclosure | Company reported certain Form 5 filings for other individuals; Coughlin not listed |
Governance Assessment
- Strengths
- Independent Executive Chairman separate from CEO; regular executive sessions led by Coughlin; supports oversight and Board independence .
- Clear committee independence and charters; Coughlin serves on Audit and Nominating & Governance; Audit has robust oversight of conflicts and internal controls .
- Attendance at/above 75% threshold and presence at annual meeting indicates engagement .
- Director pay structure modest and equity‑aligned via restricted stock; stock ownership guidelines in place and met; anti‑hedging and clawback policies reinforce alignment and risk control .
- Potential watch items
- Board authorization to increase common shares to 60M may have anti‑takeover implications if misused (not specific to Coughlin, but relevant to overall governance) .
- No disclosed external public boards for Coughlin limits interlock risk but also reduces external market‑side perspectives; continue to monitor for any future related‑party exposures (none disclosed) .
- Red flags
- None identified specific to Coughlin: no related‑party transactions, no pledging/hedging, no Section 16 delinquency, independent status affirmed .