Galen G. Vetter
ALERUS FINANCIALAbout Galen G. Vetter
Independent director of Alerus Financial Corporation since 2013; age 73 as of the 2025 proxy. Retired CPA with executive-level experience at Franklin Templeton Investments (CFO & SVP) and RSM, designated by the Board as the Audit Committee financial expert and possessing required financial sophistication. Holds a BS in Accounting from the University of Northern Iowa and has served on over a dozen boards over the past three decades. The Board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSM | Partner In-Charge (Upper Midwest), National Executive Partner | Not disclosed | Leadership for financial management, IT, and development of professional services practices. |
| Franklin Templeton Investments | Chief Financial Officer & Senior Vice President | Not disclosed | Oversight of accounting and financial compliance; fund filings across dozens of countries. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Varied board service | Director (over a dozen boards) | Not disclosed | Breadth of board experience noted; specific current public boards not disclosed for Vetter. |
| Other public company boards | — | — | No current public company directorships disclosed for Vetter in the proxy; contrast: other directors list external boards when applicable. |
Board Governance
- Committee assignments (current): Audit Committee Chair; Compensation Committee member.
- Prior committee assignments (2024): Audit Committee Chair; Nominating & Corporate Governance Committee member.
- Independence: Board determined all current directors except the CEO are independent; Vetter is independent.
- Attendance and engagement: In 2024 the Board held 4 regular and 3 special meetings; all directors except Uribe and Bolton attended ≥75% of Board and committee meetings, indicating Vetter met the attendance threshold. Audit and Compensation Committees each met 4 times in 2024; executive sessions of independent directors are held regularly.
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer. |
| Audit Committee Chair fee | $10,000 | Chair stipend. |
| Meeting fees | $1,000 per quarterly committee meeting (1H 2024); $1,000–$2,000 for special meetings | Quarterly committee fees eliminated post-2024 annual meeting. |
| Fees earned or paid in cash (total) | $57,000 | Includes retainer, chair fee, meeting/education fees; Vetter elected to defer 100% of cash fees. |
| Director equity grant (grant-date value) | $50,003 | Restricted stock; annual grant to non-employee directors. |
| Total director compensation (2024) | $107,003 | Sum of cash and stock award. |
Performance Compensation
| Equity Type | Grant Date | Vesting | Performance Metrics | Value |
|---|---|---|---|---|
| Restricted stock (non-employee director) | Not specifically dated per director; annual cycle | Vests at the earlier of the first anniversary of grant or the next annual meeting | None; director equity is time-based (no performance conditions) | $50,003 grant-date value for 2024. |
Equity plan change-in-control terms (plan-level): Under the 2019 Equity Incentive Plan, equity awards may accelerate upon change-in-control depending on successor treatment and termination conditions; performance awards vest based on attainment at or above thresholds (plan provisions apply to participants, including directors receiving stock awards).
Other Directorships & Interlocks
| Item | Status | Evidence |
|---|---|---|
| Compensation Committee interlocks | None | 2024–2025 disclosures: no committee members were officers/employees; no reciprocal interlocks reported. |
| Shared directorships with counterparties | Not disclosed | No related interlocks disclosed for Vetter; proxy identifies external boards for other directors when applicable. |
Expertise & Qualifications
- Retired CPA; extensive financial oversight experience at Franklin Templeton and RSM.
- Audit Committee financial expert and financially sophisticated under SEC/Nasdaq standards.
- BS in Accounting, University of Northern Iowa.
- Broad board experience across more than a dozen boards over three decades.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Footnotes |
|---|---|---|---|
| Galen G. Vetter | 49,890 | * (≤1%) | Includes 2,559 restricted shares; 1,318 shares held by spouse; 13,358 shares held in a brokerage margin account. |
- Stock ownership guidelines: Directors must hold 5× annual stock retainer; as of Feb 26, 2025, all directors were in compliance or within their five-year window.
- Anti-hedging policy: Hedging transactions are prohibited for directors, officers, and employees.
Governance Assessment
- Strengths:
- Independent director with deep accounting/financial controls experience; designated Audit Committee financial expert.
- Long tenure and consistent attendance; chairing Audit Committee supports effective oversight of financial reporting and controls.
- Ownership alignment via annual equity grants and deferral of 100% of cash fees in 2024.
- Potential red flags:
- 13,358 shares held in a brokerage margin account (elevates collateral/forced-sale risk).
- One delinquent Section 16(a) reporting instance in 2023 (untimely Form 4; addressed via Form 5 filings), a minor compliance issue.
- Related-party exposure: None disclosed for Vetter; related-party transactions for other individuals are governed by a formal policy and Audit Committee review.
Director Compensation (detail for 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $57,000 |
| Stock Awards (grant-date value) | $50,003 |
| Total | $107,003 |
| Cash deferral election | Deferred 100% of cash fees |
Insider Trades and Section 16(a) Compliance
| Year | Note |
|---|---|
| 2023 | One transaction not timely disclosed on Form 4; identified in the proxy’s delinquent Section 16(a) report. |
Board Effectiveness Signals
- Audit Committee met four times; Compensation Committee met four times in 2024; committee charters permit use of outside advisors and annual charter/performance reviews.
- Executive sessions of independent directors held regularly, chaired by the independent Executive Chairman.
- Stockholder engagement reported as ongoing; all directors present at the Annual Meeting in 2024.
Overall: Vetter’s independent status, audit leadership, and financial expertise support board oversight quality; margin-account holdings and the 2023 filing timeliness issue are modest flags to monitor for alignment and compliance.