Francis E. Felber
About Francis E. Felber
Independent director of Citizens Community Bancorp, Inc. (CZWI), age 72, serving since September 2017 (≈8 years of board tenure as of 2025). Felber brings 40+ years in the agricultural industry, including grain merchandising, feed and agronomy operations, procurement leadership at Jerome Foods/Jennie‑O, and founding Ag Risk Managers Insurance Agency LLC in 2007; the Board highlights his leadership, accounting, financial, and risk assessment experience. He is designated independent under NASDAQ rules and serves on key bank-level credit oversight, signaling strong risk management credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minneapolis Grain Exchange | Grain merchant; merchandised grain on CBOT | Not specified | Commodity markets expertise |
| Family feed & grain country elevator (southern MN) | Operator | 1975–1982 | Operational leadership in feed/grain |
| Grain, feed, agronomy sector | Various roles | 1982–1990 | Industry experience |
| Jerome Foods, Inc. (Jennie‑O Turkey Store, Inc.) | Manager, Feed Ingredient Purchasing Dept. | From 1990 | Procurement, risk management |
| Ag Risk Managers Insurance Agency LLC | Founder (2007), Member & President | 2007–Present | Crop/livestock risk management; industry network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ag Risk Managers Insurance Agency LLC | Member & President | 2007–Present | Specializes in crop/livestock risk management |
No current or prior public-company directorships disclosed in the past five years for Felber .
Board Governance
| Body/Committee | Company/Bank | Role | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Board of Directors | Company | Director (Class II; term expires 2026) | 8 (Board) | All directors attended ≥75% of Board/committee meetings |
| Governance & Nomination Committee | Company | Member | 3 | Members: Felber, Olson, Swenson; all independent |
| Compensation Committee | Company | Not a member | 4 | Members: Bourget, Moll, Swenson; all independent |
| Audit Committee | Company | Not a member | 5 | Members: Bourget, Skarvan, Olson; all independent |
| Credit Committee | Bank | Chair | Not specified | Credit oversight leadership |
| Risk Oversight Committee | Bank | Not a member | 4 | Members: Skarvan, Conner |
- Independence: Board determined Felber is independent under NASDAQ rules; all members of Governance & Nomination, Audit, and Compensation committees are independent .
- Engagement: Executive sessions of non‑employee directors occur at each regular Board meeting; all directors attended the 2024 Annual Meeting (June 18, 2024) .
Fixed Compensation
Director compensation structure for non‑employee directors:
- Annual equity retainer paid as restricted stock: $22,500 per director; Lead Director $31,500 (vests at fiscal year-end; pro‑rata vesting on non‑cause termination) .
- Cash meeting fees: $1,000 per Board meeting; Committee chair $1,000 per meeting; Committee members $500 per meeting .
Francis E. Felber – Fiscal 2024 Director Compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $42,100 |
| Stock Awards (grant-date fair value) | $22,489 |
| Total | $64,589 |
Performance Compensation
| Element | Metrics | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock retainer (director) | None disclosed (time-based) | Vests in full at fiscal year-end; pro‑rata on certain terminations | No performance-conditioned director equity awards disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Relationships |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed; no Item 404 related-party transactions in FY2024 |
Expertise & Qualifications
- Agricultural industry domain knowledge (grain merchandising, feed/agronomy, procurement), and insurance risk management via Ag Risk Managers; brings accounting, financial, and risk assessment experience valued by the Board .
- Bank credit oversight experience as Credit Committee Chair strengthens lending and underwriting governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Francis E. Felber | 37,330 | <1% (denoted *) | Includes 12,690 in self-directed IRA and 7,690 held by Ag Risk Managers Insurance Agency LLC; Felber disclaims beneficial ownership of Ag Risk Managers shares except to extent of pecuniary interest . Shares outstanding: 9,989,536 (record date Apr 11, 2025) . |
Ownership alignment policies:
- Director stock ownership guidelines: ≥1× annual retainer within 1 year; ≥2.5× within 3 years; ≥5× within 5 years; as of Dec 31, 2024, all current directors/officers were in compliance .
- Hedging/pledging prohibited: No margin purchases, pledging as collateral, hedging/monetization, short sales, or speculative options in Company securities allowed .
Governance Assessment
- Committee assignments and leadership: Felber is a member of the Company’s Governance & Nomination Committee and chairs the Bank’s Credit Committee—roles aligned with director selection, governance principles, and credit risk oversight .
- Independence and attendance: Board affirmed his independence; directors attended ≥75% of meetings; directors attended the 2024 annual meeting, supporting engagement .
- Director pay and alignment: FY2024 total of $64,589 with mix of cash meeting fees and time‑based restricted stock retainer; director equity vests annually without performance conditions, typical for bank boards; stock ownership guidelines in place and met, with prohibitions on hedging/pledging enhancing alignment .
- Related parties/conflicts: Felber’s associated entity (Ag Risk Managers) holds 7,690 shares (disclaimed except for pecuniary interest); Company reported no Item 404 related‑party transactions in FY2024; lending to directors/officers is permitted only on market terms under the Bank’s policy .
- Investor confidence signals: 2024 say‑on‑pay support of 94% indicates strong shareholder backing for compensation governance broadly; Compensation Committee is independent and uses an external consultant (McLagon Aon) with disclosed fees .
Red flags: None disclosed specific to Felber. No hedging/pledging permitted; no related‑party transactions; compliance with ownership guidelines reported .