Steven D. Kunzman
About Steven D. Kunzman
Steven D. Kunzman is Chairman of the Board of Central Plains Bancshares (CPBI) and its bank subsidiary, a role he has held since 2017, following a 35+ year career at the bank including service as President and Chief Executive Officer from 2015 until the hiring of Dannel R. Garness on May 20, 2025 . He is age 65 (as of March 31, 2025) and has served on the board since 2010 . The board has determined he is not “independent” under Nasdaq rules due to his recent executive service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Federal Savings (subsidiary) / CPBI | President & CEO | 2015 – May 20, 2025 | Led operations and strategy; provided direct operational insight to the board . |
| CPBI / Home Federal Savings | Chairman of the Board | 2017 – Present | Board leadership; continued strategic oversight after CEO transition . |
| Home Federal Savings / CPBI | Employee | 35+ years | Deep institutional knowledge . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in CPBI proxy statements | — | — | No other public company directorships or external committee roles disclosed in 2024 and 2025 proxies . |
Board Governance
- Independence: Not independent (former executive within past 3 years) .
- Board leadership: Roles split as of 2025 (Chair separate from CEO); previously combined Chair/CEO in 2024 -.
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; those committees are fully independent and chaired by other directors .
- Attendance: In FY2025 the board held 10 regular meetings; no director (including Mr. Kunzman) attended fewer than 75% of board/committee meetings during periods of service .
- Annual meeting attendance: All but one director attended the 2024 Annual Meeting .
- Independent director sessions: Independent directors meet periodically in executive session .
Committee assignments and roles
| Committee | Member? | Chair? | Notes |
|---|---|---|---|
| Board of Directors | Yes | Chairman | Chair since 2017 . |
| Audit Committee | No | — | Audit Committee: Oltean, Slater, Stump (Stump chair) . |
| Compensation Committee | No | — | Naranjo, Oltean, Rerucha (chair), Schneider . |
| Nominating & Corporate Governance | No | — | Oltean, Rerucha, Slater (chair), Stump . |
Fixed Compensation
| Component ($) | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary | 230,056 | 241,502 | As reported for Named Executive Officers (NEOs). |
| Director Fees (cash) | 11,000 | 11,000 | Included in “All Other Compensation” breakdown. |
| Automobile Allowance (perquisite) | 10,321 | 9,385 | Perquisite disclosed in “All Other Compensation.” |
- Executive benefits programs: Participates in defined benefit pension plan and a Supplemental Retirement Income Plan that provides $30,000 per year at retirement (120 monthly installments), with earlier termination reductions; also eligible for 401(k) participation (no match due to pension) -.
Performance Compensation
| Component ($) | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Bonus (cash) | 1,930 | 1,871 | Annual bonus. |
| Non-Equity Incentive Plan Compensation | 122,991 | 118,644 | Based on company plan/pool (see metrics below). |
| Stock Awards (grant-date fair value) | — | 369,750 | Restricted stock grants (see vesting terms below). |
| Option Awards (grant-date fair value) | — | 290,189 | Stock options granted under 2024 Equity Plan. |
| All Other Compensation (total) | 30,050 | 36,845 | See fixed components table for detail. |
Performance and incentive structure (key design features)
- Annual bonus funding mechanic (bank-level): Requires achieving a minimum Return on Assets (ROA); 35% of any amount above the minimum is set aside in a pool, allocated 65% to senior managers and 35% to managers, with board discretion on individual percentages .
- Equity plan architecture (2024 Equity Incentive Plan): Up to 578,313 shares authorized (10% options = 413,081; 4% full value awards = 165,232), with minimum 1-year vesting for at least 95% of awards; options priced at or above fair market value; no option repricing or cash buyouts without shareholder approval; dividends on unvested RS withheld until vest; awards subject to company clawback and hedging/pledging policy restrictions; double-trigger vesting upon change in control (CIC) unless awards not assumed -.
- Director equity grants (board-wide context): Upon plan approval in 2024, each non-employee director received a one-time grant of 8,261 restricted shares and 20,654 options, vesting 20% per year over 5 years (recognizing efforts during conversion); options 10-year term at grant-date FMV -.
Outstanding equity and vesting detail (Mr. Kunzman)
| Award Type | Quantity | Status/Terms |
|---|---|---|
| Unvested Restricted Stock | 25,000 | Market value $369,750 at $14.92 as of 3/31/2025 . |
| Stock Options | 50,000 | Unexercisable as of 3/31/2025; $14.79 strike; expiring 1/10/2035 . |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company board service disclosed in CPBI proxies . |
Expertise & Qualifications
- Long-tenured community bank operator (35+ years), former CEO and current Chair; brings operational management and strategic insight to board deliberations .
- Board identifies his experience as providing insight into operations, employee management, and corporate strategy; serves as a liaison on strategy from prior executive leadership to the board .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 55,855 shares (1.3%) | Percent based on 4,222,978 shares outstanding . |
| Direct/Indirect Breakdown | Includes 7,500 (IRA), 7,500 (spouse), 1,956 (ESOP), and 25,000 unvested restricted stock . | As disclosed in footnotes. |
| Options | 50,000 unexercisable options @ $14.79, expiring 1/10/2035 . | Unexercisable as of 3/31/2025. |
| Pledging/Hedging | Plan subjects awards to hedging/pledging restrictions; no pledging by Mr. Kunzman disclosed . |
Governance Assessment
- Independence and committee balance: Mr. Kunzman is not independent and does not sit on key independent committees (Audit, Compensation, Nominating), which aligns with best practice given his recent executive role but concentrates influence in a non-independent chair .
- Leadership structure trend: Board moved from combined Chair/CEO in 2024 to a split structure in 2025, improving independent oversight; Mr. Kunzman remains non-independent Chair - .
- Attendance and engagement: Board met 10 times in FY2025; all directors, including Mr. Kunzman, met the 75%+ attendance threshold; all but one attended the 2024 annual meeting .
- Pay and alignment: As a former CEO/NEO in FY2025, his pay included meaningful equity (25,000 RS; 50,000 options) and non-equity incentive tied to the ROA-based bonus framework, supporting alignment but reflecting executive, not purely director, compensation status - .
- Clawback and equity controls: 2024 Equity Plan incorporates clawbacks, no option repricing, minimum vesting, and double-trigger CIC vesting—positive governance features -.
- Related-party safeguards: No related-party transactions >$120,000 since April 1, 2022; board reviewed customary director banking relationships (e.g., loans/deposits) in independence determinations .
Employment & Contracts (historical context relevant to conflicts/retention)
- Prior CEO employment agreement (2024 proxy): Base salary $227,000 with severance equal to remaining term (non‑CIC) and 3x salary+highest bonus on CIC (double-trigger), one‑year non‑compete/non‑solicit; company-paid COBRA up to 18 months upon qualifying termination -.
- Current CEO agreements (context): 2025 proxy details new CEO contract (Garness) and CIC agreements for other executives; board uses external comp consultant (Newcleus) in 2025 - .
Director Compensation (Board-wide context for alignment)
| Item | FY2025 (typical non-employee director) |
|---|---|
| Cash Fees | $19,500–$21,000 per director . |
| Stock Awards (RS) | $118,958 grant-date value; 8,261 shares; 5-year 20% annual vest . |
| Option Awards | $110,054 grant-date value; 20,654 options; 10-year term; 5-year 20% annual vest -. |
Note: Director fees paid to Mr. Kunzman are included in the NEO Summary Compensation Table (e.g., $11,000 in FY2025), reflecting his transitional “former CEO/Chair” status rather than typical non-employee director compensation .
Risk Indicators & Red Flags
- Non-independent chair: Concentrates authority; mitigated by independent committees and split CEO/Chair as of 2025 -.
- Large initial director equity awards (board-wide, 2024 plan): Enhances alignment but increases dilution and may influence director independence perceptions; vesting over 5 years and clawbacks partly mitigate -.
- Golden parachute history (as CEO in 2024 proxy): 3x salary+bonus CIC terms (historical); typical shareholder sensitivity around such multiples -.
- Section 16 compliance: No delinquencies reported for FY2025—positive signal .
Related-Party Transactions
- None requiring disclosure >$120,000 since April 1, 2022; ordinary-course banking relationships noted in independence review (loans to other directors, deposit accounts) .
Compensation Committee Analysis (process)
- 2025: Compensation Committee used Newcleus Compensation Advisors for peer benchmarking and executive comp evaluation .
- 2024: No compensation consultant used .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the proxies reviewed (company became public via mutual-to-stock conversion; say-on-pay history not provided in these filings) .
Summary Implications for Investors
- Governance strengths: Split CEO/Chair in 2025; fully independent key committees; strong equity plan safeguards (clawbacks, no repricing, double-trigger CIC); solid attendance - -.
- Watch points: Non-independent chair; substantial equity pay across board (from 2024 plan) and Mr. Kunzman’s transitional executive-level equity grants; historical CIC severance multiple as CEO (context) - - -.
- Alignment: Meaningful beneficial ownership (1.3%, including unvested equity), with options struck near mid-teens and time-based vesting over five years .