Share-Based Compensation Plan

12 Months Ended

Dec. 31, 2021

Share-Based Compensation Plan

Share-Based Compensation Plan

NOTE 17 Share-Based Compensation Plan

On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan allows the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan, except if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. The maximum number of shares that may be delivered under the plan shall be 1,100,000 shares. As of December 31, 2021, 39,289 stock awards and 91,302 restricted stock units had been issued under the plan and 23,807 shares and units had been forfeited. Remaining shares available for issue under the plan at December 31, 2021, was 993,216.

Effective May 2009, the Company adopted the Alerus Financial Corporation 2009 Stock Award Plan, or the 2009 Plan, providing for the grant of up to 1,350,000 shares of its common stock to employees, officers, consultants, independent contractors, and directors pursuant to awards of non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, or other stock-based awards in such forms and amounts as deemed appropriate to accomplish the goals of the plan. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, and shares used to satisfy the purchase of an award or tax obligations associated therewith shall again become available for issuance under the plan. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. In determining compensation expense, the fair value of the award will be determined on the date of grant expensed over the applicable vesting period. For performance awards, the Company estimates that the most likely outcome is the achievement of the target level and if during the performance period, additional information becomes available to lead the Company to believe a different level will be achieved for the performance period, the Company will reassess the number of units that will vest for the grant and adjust its compensation expense accordingly on a prospective basis. Following the adoption of the 2019 Equity Incentive Plan, no new awards may be granted from this plan.

Amounts granted under the plans have been retroactively adjusted for all stock splits effected in the form of dividends. Activity in the stock plan for the years ended December 31, 2021, and 2020 was as follows:

	Year ended December 31, 2021			Year ended December 31, 2020
		Weighted-			Weighted-
		Average Grant			Average Grant
	Awards	Date Fair Value		Awards	Date Fair Value
Restricted Stock and Restricted Stock Unit Awards
Outstanding at beginning of period	325,030	$	19.48	347,211	$	18.64
Granted	66,664		26.63	82,494		19.62
Vested	(104,119)		20.51	(91,346)		16.39
Forfeited or cancelled	(26,725)		18.03	(13,329)		19.62
Outstanding at end of period	260,850	$	21.04	325,030	$	19.48

Unrecognized compensation expense related to share-based awards was $2.2 million and $2.8 million as of December 31, 2021 and 2020, respectively. The expense is expected to be recognized over a weighted-average period of 2.91 years and 3.86 years, as of December 31, 2021 and 2020, respectively.

Compensation expense relating to stock awards under these plans was $3.1 million in 2021, $1.9 million in 2020, and $1.5 million in 2019. The number of unvested shares outstanding was 140,228 and 203,253 respectively, at December 31, 2021 and 2020. The number of unvested units outstanding was 120,622 and 121,777 at December 31, 2021 and 2020, respectively.

Effective May 2009, the Company also adopted the Alerus Financial Corporation Stock Grant Plan for Non-Employee Directors, or the Retainer Plan, providing for the issuance of up to 180,000 shares of its common stock to non-employee directors. The purpose of the Retainer Plan is to provide for payment for the annual retainer to directors in shares of Company common stock. The number of shares to be issued is based on the retainer divided by the fair market value per share as of the grant date, as defined in Note 1 (Significant Accounting Policies). Upon the issuance of shares under this plan, the then current value of the shares is charged to expense. Effective November 11, 2019, the Company terminated the Retainer Plan.

Activity in the Retainer Plan for the years ended December 31, 2021, and 2020 was as follows:

	Number of Shares
	Available for	Restricted
	future	stock
	grant	awards
Balance as of December 31, 2019	—	167,319
Retainer shares awarded	—	—
Plan expiration	—	—
Balance as of December 31, 2020	—	167,319
Retainer shares awarded	—	—
Balance as of December 31, 2021	—	167,319

Compensation expense relating to stock awards under this plan was $0 in 2021, $0  in 2020, and $0.3 million in 2019.