DEF: Citizens Community Bancorp Sets Date for 2025 Annual Meeting, Outlines Director Nominees and Executive Compensation

Citizens Community Bancorp will hold its annual meeting on June 17, 2025, to elect directors, ratify the appointment of Crowe LLP as its independent auditor, and conduct an advisory vote on executive compensation.

Summary

• Citizens Community Bancorp, Inc. will hold its Annual Meeting of Stockholders on June 17, 2025, in Eau Claire, Wisconsin.
• Stockholders of record as of April 11, 2025, are eligible to vote.
• The meeting will include the election of Steven M. Bianchi, James D. Moll, and Kathleen S. Skarvan to the Board of Directors for three-year terms.
• Stockholders will vote to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• A non-binding advisory proposal on executive compensation will also be voted on.
• The Board of Directors recommends voting FOR the election of the director nominees, FOR the ratification of Crowe LLP, and FOR the advisory vote on executive compensation.
• The company's executive compensation program includes base salary, short-term incentives (STIP), and long-term incentives (LTIP).
• In 2024, the company adopted a clawback policy for incentive compensation in the event of an accounting restatement.
• The company's CEO pay ratio for 2024 was approximately 14.4 times the median total compensation of all employees.
• The company's Corporate Governance Guidelines were most recently amended in 2025 to update stock ownership guidelines.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, outlining the agenda for the annual meeting and providing details on corporate governance and executive compensation. The sentiment is neutral to slightly positive, reflecting a well-managed and compliant organization.

Positives

• The Board of Directors is actively engaged in risk oversight, with committees dedicated to audit, compensation, and risk management.
• The company has a Code of Business Conduct and Ethics and Corporate Governance Guidelines in place.
• The company promotes share ownership to align the interests of officers and directors with those of stockholders.
• The company has a clawback policy for incentive compensation in the event of an accounting restatement.
• The company's employee engagement survey resulted in a 95.1% participation rate and an overall engagement score of 86.0%, which is higher than the bank and credit union average score of 71.5%.

Negatives

• Eide Bailly notified the Company that it had made a decision to exit the financial institution portion of its SEC audit practice, and therefore would decline to stand for reappointment as the Company's independent registered public accounting firm for the year ending December 31, 2024.

Risks

• The document mentions operational, financial, legal, regulatory, strategic, and reputational risks that the company faces.
• The Compensation Committee has oversight responsibility to ensure that compensation programs and practices of Citizens do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls.

Future Outlook

The company intends to continue building mutually beneficial relationships with its customers for the strength of its banking communities.

Industry Context

The document provides insight into the corporate governance practices, executive compensation strategies, and risk management approaches within the banking industry, reflecting a focus on aligning executive incentives with shareholder value and maintaining ethical standards.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards for all aspects, but it does mention that the company's compensation philosophy is to compensate all employees at a level sufficient to attract, motivate, and retain talent, without promoting irresponsible behavior.
• The document also mentions that the company's compensation practices are built on a framework of pay-for-performance, comprehensive position evaluations, and market-competitiveness.
• The document also mentions that the company's compensation programs are designed to promote a performance-based culture which aligns the interests of our executive officers and other managers with the interests of our stockholders.

Corporate Governance

Related Party Transactions

• There were no transactions requiring disclosure under Item 404 of Regulation S-K during fiscal 2024.
• Loans to directors and executive officers are made in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable loans with persons not related to Citizens.

Stakeholder Impact

• The document outlines matters that directly impact shareholders, including director elections, executive compensation, and the selection of an independent auditor.
• The company focuses on social responsibility as an employer, industry participant and provider of banking services to the communities it serves, and strives to commit resources and team member participation throughout these communities.
• The company works closely with local organizations, business leaders and governments on community development initiatives that assist families, children, and members of the respective community.

Next Steps

• Stockholders are requested to submit their proxy votes via the Internet voting portal or by mail.
• The Annual Meeting of Stockholders will be held on June 17, 2025.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when considering future executive compensation arrangements.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, audit committee, director nominations, corporate governance, stockholders, incentive compensation, risk oversight, Crowe LLP