Jeffrey W. Bolton - Director | ALERUS FINANCIAL (ALRS) Executive Profile & Compensation

About Jeffrey W. Bolton

Jeffrey W. Bolton, 69, is an independent director of Alerus Financial Corporation (ALRS) who joined the board in October 2024 immediately following ALRS’s acquisition of HMN Financial, Inc. He currently serves on the Audit and Compensation Committees. Bolton previously served as Mayo Clinic’s Chief Administrative Officer (2013–2021) and Chief Financial Officer (2002–2013), and earlier held finance leadership roles at Carnegie Mellon University. He holds a BA from Pennsylvania State University and MBA and MSW degrees from the University of Pittsburgh .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mayo Clinic	Chief Administrative Officer	2013–2021	Senior enterprise leadership across administration
Mayo Clinic	Chief Financial Officer	2002–2013	Enterprise finance leadership
Carnegie Mellon University	CFO; VP for Business & Planning (various finance roles)	Prior to 2002	University finance, planning

External Roles

Organization	Role	Public/Private	Committees/Notes
Enhabit Home Health & Hospice	Chair of the Board	Public (NYSE)	Audit & Finance; Nominating & Corporate Governance
HMN Financial, Inc.	Director (prior)	Public (Nasdaq)	Audit Committee Chair; Governance & Nominating member
Resoundant	Board Chair	Private/Other	Board leadership
M. Lee Pearce Foundation	Director	Non-profit	Board member
MCS, Inc.	Director	Private	Finance Committee Chair; Audit Committee
St. Olaf College	Trustee	Non-profit/Academic	Chair, Academic Affairs Committee

Board Governance

Independence: ALRS board determined all directors other than the CEO are independent; Bolton is independent .
Committee assignments: Audit Committee member; Compensation Committee member (added Feb 2025) .
Attendance: Board held 4 regular and 3 special meetings in 2024; all directors except Uribe and Bolton attended ≥75% due to Bolton’s October 2024 appointment. He attended the December 2024 board and committee meetings, which were the only meetings after his appointment .
Board leadership: Independent Executive Chairman (Daniel Coughlin) with separate CEO; independent directors hold regular executive sessions led by the Chairman .

Fixed Compensation

ALRS non-employee director compensation (2024):

Annual cash retainer: $40,000; annual restricted stock grant with grant-date value $50,000 (vests at earlier of first anniversary or next annual meeting) .
Chair fees (post-2024 annual meeting): Audit Chair $10,000; Compensation Chair $8,000; Nominating & Corporate Governance Chair $8,000; Risk Chair $8,000; Board Chair $30,000 (was $27,500 before increase) .
Meeting fees: $1,000 per quarterly committee meeting for H1 2024 only (eliminated after the 2024 annual meeting); special meetings: $1,000 (≤3 hours) or $2,000 (>3 hours) .

2024 director compensation — Jeffrey W. Bolton (prorated for October 2024 start):

Component	Amount
Fees earned or paid in cash	$24,333
Stock awards (grant-date fair value)	$29,166 (prorated)
Total	$53,499

Notes:

Directors may defer up to 100% of cash fees via ALRS’s Deferred Compensation Plan (Vetter and Sorum elected 100% in 2024; Bolton not listed as deferring) .

Performance Compensation

Director equity is time-based restricted stock (not performance-conditioned) with vesting at the earlier of one year from grant or the next annual meeting; Bolton received a prorated restricted stock grant upon his October 2024 appointment .
No director stock options or PSUs are disclosed for directors in 2024 .

Other Directorships & Interlocks

Current public company: Enhabit Home Health & Hospice (Chair of the Board; Audit & Finance; Nominating & Corporate Governance) .
Prior public company: HMN Financial, Inc. (Audit Chair; Governance & Nominating) .
Appointment to ALRS: Immediately following ALRS’s acquisition of HMN Financial, pursuant to the merger agreement .
Compensation Committee interlocks: None; in 2024 ALRS’s Compensation Committee comprised Zimmer, Vetter, Sorum; Bolton added Feb 2025; no officer/employee service or interlocks disclosed .

Expertise & Qualifications

Deep finance and enterprise operations background (Mayo Clinic CAO/CFO; Carnegie Mellon finance leadership) .
Governance experience: prior public bank board Audit Chair; current NYSE-listed board chair; multiple committee roles .
Education: BA (Penn State); MBA and MSW (University of Pittsburgh) .

Equity Ownership

Metric	Value
Total beneficial ownership (shares)	9,038 (includes 1,309 restricted stock)
Shares outstanding (record date)	25,510,740
Ownership as % of shares outstanding	~0.035% (9,038 ÷ 25,510,740)
Pledged shares	None disclosed for Bolton; pledging disclosed for certain other directors (e.g., Newman)
Director stock ownership guideline	Directors: 5× annual stock retainer; achieve within five years
Compliance status	As of Feb 26, 2025, all directors were in compliance or in role <5 years

Governance Assessment

Positives:
- Independent director with substantial finance and operating credentials; service on Audit and Compensation enhances oversight capacity .
- Strong governance infrastructure: independent Executive Chairman; regular executive sessions; clear committee charters .
- Director pay structure balances cash and equity; equity is time-based restricted stock aligned to shareholder value; stock ownership guidelines in place .
- Risk and alignment policies: clawback policy; anti-hedging prohibition .
Watch items / potential conflicts:
- Attendance below 75% in 2024 due to October appointment; he attended the December meetings post-appointment (contextual, not a red flag) .
- Appointment pursuant to merger with HMN Financial (where he was a director) underscores integration oversight; no specific related-party transactions tied to Bolton disclosed .
- No pledging disclosed for Bolton; pledging exists for certain other directors (monitor across board) .
No red flags identified for Bolton in: related-party transactions, hedging/pledging (for Bolton), or Compensation Committee interlocks .