James D. Moll
About James D. Moll
Independent director of Citizens Community Bancorp, Inc. (CZWI), age 74; served on the Company’s Board since January 2018 (director “since 2017” per proxy table) and also serves on the Bank’s board since January 2018. Prior roles include CFO (1995–2016) and CEO/President (2015–Aug 2017) of Wells Financial Corp/Wells Federal Bank; education includes B.A. in Economics (St. John’s University) and B.S. in Accounting (Minnesota State University–Mankato). Core credentials: deep banking leadership, accounting/finance, compensation and risk assessment experience; current committee memberships include the Company’s Compensation Committee and the Bank’s Credit Committee and Asset Liability Committee (ALCO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Financial Corp (parent of Wells Federal Bank) | Chief Financial Officer | 1995–2016 | Led finance/accounting functions; banking industry expertise |
| Wells Financial Corp | Chief Executive Officer & President | 2015–Aug 2017 | Executive leadership through sale to CZWI in Aug 2017 |
| Wells Financial Corp | Director | 2013–2017 | Board oversight prior to acquisition by CZWI |
External Roles
No current other public company directorships disclosed for Moll in the last five years; current service is on CZWI and the Bank boards.
Board Governance
- Committee assignments: Compensation Committee (Company); Credit Committee and ALCO (Bank). Not identified as a chair in Company committees.
- Independence: Board determined Moll is independent under NASDAQ rules; all members of Audit, Compensation, and Governance & Nomination Committees are independent.
- Attendance: Board held 8 meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings on which they served. Executive sessions of non-employee directors are included in each regular Board meeting.
- Committee activity cadence (FY 2024): Audit (5 meetings), Compensation (4), Governance & Nomination (3), Risk Oversight (Bank) (4).
- Shareholder support signal: Re-elected June 17, 2025 with 5,062,992 votes for, 1,520,943 withheld, 945,491 broker non-votes.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual equity retainer (non-employee director) | $22,500 (grant-date fair value) | Paid as restricted stock; vests in full at fiscal year-end (pro-rata vesting upon certain terminations) |
| Board meeting fee | $1,000 per meeting | Cash; paid to each non-employee director |
| Committee chair fee | $1,000 per committee meeting | Cash; paid to committee chairs |
| Committee member fee (non-chair) | $500 per committee meeting | Cash; paid to committee members |
| Lead Director equity retainer | $31,500 (grant-date fair value) | For Lead Director only (not applicable to Moll) |
Director-specific FY2024 compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James D. Moll | 31,575 | 22,489 | 54,064 |
Performance Compensation
No director performance incentive plan disclosed; director equity awards are service-based annual restricted stock retainers (no director-specific performance metrics).
Other Directorships & Interlocks
| Entity | Role | Current/Prior | Notes |
|---|---|---|---|
| Wells Financial Corp | Director | Prior (2013–2017) | Ended upon sale to CZWI in Aug 2017 |
No current public company interlocks or shared directorships with CZWI competitors/suppliers/customers disclosed for Moll.
Expertise & Qualifications
- Banking leadership and finance: Long-tenured CFO and CEO roles in banking; accounting and risk assessment credentials.
- Compensation oversight: Member of CZWI Compensation Committee; Board notes compensation experience among director qualifications.
- Risk/ALM perspective: Member of the Bank’s Credit Committee and ALCO, supporting prudential oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| James D. Moll | 49,087 | <1%* | Includes 10,624 shares in self-directed IRA |
Stock ownership alignment policies:
- Director ownership guidelines: 1x annual retainer within 1 year; 2.5x within 3 years; 5x within 5 years (amended 2025).
- Compliance: As of Dec 31, 2024, all current directors/officers owned shares in accordance with applicable guidelines.
- Hedging/pledging: Prohibited for directors/officers/employees; no margin purchases or speculative derivatives permitted.
Governance Assessment
-
Strengths
- Independent status; serves on Compensation Committee, indicating involvement in pay governance, and Bank ALCO/Credit Committees, supporting prudent risk/ALM oversight.
- Director compensation structure is modest and predominantly service-based equity plus meeting fees, with clear vesting rules; no director performance pay that could misalign incentives.
- Ownership alignment supported by formal guidelines and confirmed compliance; hedging/pledging prohibited, reducing alignment risk.
- Board process quality: Executive sessions at each meeting; committees operate under charters; independent compensation consultant engaged (McLagon Aon; $45,000 in FY2024).
- Shareholder say-on-pay 2025 approved (6,000,132 for; 292,686 against; 291,117 abstentions), indicating broad support for executive pay framework.
-
Watch items / potential red flags
- 2025 director election withholding: Moll received 1,520,943 withheld votes vs. 5,062,992 for—still re-elected, but elevated withhold rate warrants monitoring for investor concerns about board composition or performance.
- Related party transactions: None requiring disclosure in FY2024; loans to directors permitted only on ordinary terms under Bank policy—continue to monitor for any future related-party exposure.
-
Overall implication for investor confidence
- Moll’s financial and banking background and committee assignments support board effectiveness in compensation and risk oversight; alignment mechanisms (ownership guidelines; prohibition on hedging/pledging) mitigate conflict risks. The higher withheld votes merit engagement, but absence of related-party issues and strong process controls underpin governance quality.