James S. Broucek
Executive Vice President, Chief Financial Officer and Principal Accounting Officer; Treasurer and Secretary at Citizens Community Bancorp
Executive
About James S. Broucek
James S. Broucek, 61, serves as Executive Vice President, Chief Financial Officer, and Principal Accounting Officer of Citizens Community Bancorp, Inc. and the Bank (since October 31, 2017) and Treasurer of the Company (since January 17, 2018). He holds a B.A. in Business with concentrations in Accounting and Mathematics from Hope College and has 38 years of banking experience. During 2024, pay-versus-performance disclosures show total shareholder return value improving from 89 (2023) to 141 (2024) and net income rising from $13.059 million (2023) to $13.751 million (2024). Long-term incentives now tie to three-year Return on Average Equity (ROAE), and short-term incentives require a minimum 4% ROAE to fund, aligning pay with profitability.
Past Roles
| Organization | Role | Years | Strategic impact/responsibilities |
|---|---|---|---|
| Citizens Community Bancorp, Inc. (Company and Bank) | EVP, CFO, Principal Accounting Officer; Treasurer (Company) | 2017–Present | Senior finance leadership; principal accounting officer; treasury; SEC reporting and capital stewardship (roles as disclosed) |
| Wipfli LLP | Senior Manager | 2013–2017 | Financial/accounting advisory experience |
| TCF Financial Corporation and subsidiaries | Multiple roles; last role Treasurer of TCF Financial | 1995–2013 | Corporate treasury and finance leadership |
| Great Lakes Bancorp | Controller | Prior to 1995 | Corporate controllership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed for Mr. Broucek in the proxy |
Fixed Compensation
- 2024 base salary rate per employment agreement: $241,020. 2024 salary actually paid (SCT): $239,670.
- Benefits/perquisites (2024): 401(k) match $11,680; HSA $945; PTO cash payout $4,635; supplemental disability premium $2,155; total “All Other Compensation” $19,415.
Multi-year compensation (Summary Compensation Table):
| Component (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $232,269 | $239,670 |
| Stock/Phantom Awards (grant-date fair value) | $70,192 | $72,306 |
| Non-Equity Incentive (STIP cash) | $47,700 | $89,876 |
| All Other Compensation | $14,164 | $19,415 |
| Total | $364,325 | $421,267 |
Performance Compensation
Short-Term Incentive Plan (STIP)
- Structure: 85% corporate (Bank financial performance) and 15% individual performance; eligibility gate requires ≥4% Return on Average Equity and satisfactory OCC safety/soundness rating and performance review.
- Broucek STIP opportunity: Threshold 20% of base salary; Target 30%; Maximum 40%.
- 2024 outcome (paid 2025): Target $72,306; Actual $89,876 (124% of target).
| STIP Element (2024 performance; paid 2025) | Weighting | Target | Actual/Payout | Notes/Vesting |
|---|---|---|---|---|
| Corporate performance (Bank financial metrics) | 85% | Not disclosed | Included in 124% of target overall payout | Annual cash; subject to clawback |
| Individual performance | 15% | Not disclosed | Included in 124% of target overall payout | Annual cash; subject to clawback |
| Funding gate | — | ROAE ≥ 4% | Achieved (award paid) | — |
Clawback
- Company adopted a clawback policy in 2024 compliant with SEC/NASDAQ rules; applies to incentive comp (cash or equity) for the three completed fiscal years preceding a restatement. STIP awards are also subject to plan-specific clawback.
Long-Term Incentive Plan (LTIP) – 2024 cycle (Phantom Stock Plan; cash-settled)
- 2024 LTIP composition for Broucek: Time-based 15% of base salary; Performance-based ROAE with Threshold 7.5%, Target 15%, Maximum 22.5% of base salary; amounts at 2024 base salary: Threshold $18,077; Target $36,153; Maximum $54,230.
- Time-based vesting: 1/3 per year on Jan 25, 2025, 2026, 2027; payout tied to Common Stock closing price on each anniversary.
- Performance-based metric: three-year ROAE for period ending Dec 31, 2026; payout based on company stock price at determination in Jan 2027.
- Prior cycle (2022–2024): Achieved 108% of target; issued 2,598 shares to Broucek.
| LTIP Element | Metric | Weighting/Size | Targets | Vesting |
|---|---|---|---|---|
| Time-based phantom | Stock price-linked cash | 15% of base salary | N/A | 1/3 on Jan 25 of 2025/2026/2027; cash value from stock price on each date |
| Performance-based phantom | 3-year ROAE (2024–2026) | Threshold 7.5%; Target 15%; Max 22.5% of base salary (cash) | Linear interpolation between goals | Determined after Dec 31, 2026; cash value from stock price; ratified Jan 2027 |
| Performance equity (2022–2024) | 3-year performance | — | Achieved 108% of target | 2,598 shares issued to Broucek in Jan 2025 |
Compensation governance and alignment
- 2024 say-on-pay support: 94% of votes cast.
- Independent consultant (McLagan Aon) advised the Compensation Committee; fees $45,000 in 2024; consultant independence assessed.
- Risk oversight: committee concluded incentive programs do not encourage excessive risk-taking.
Equity Ownership & Alignment
Beneficial ownership
- Shares beneficially owned: 72,648 (includes 43,314 in a self-directed IRA and 8,000 options currently exercisable or exercisable within 60 days); less than 1% of outstanding shares.
Hedging/pledging and ownership guidelines
- Hedging/pledging prohibited for directors/officers/employees; short sales and speculative options transactions also prohibited.
- Stock ownership guidelines for named executive officers (excluding CEO): 1.0x salary within 1 year; 1.5x within 2.5 years; 2.0x within 5 years; as of Dec 31, 2024, all officers are in compliance; CEO and CFO self-funded significant portions of ownership.
Outstanding awards and vesting (as of Dec 31, 2024)
| Instrument | Quantity | Terms | Vesting/Expiration | Market/payout value basis |
|---|---|---|---|---|
| Stock options | 8,000 | Exercise price $13.60 | Expire 10/31/2027; vested pro rata 2018–2022 | — |
| Restricted stock (time-based) | 804 | Jan 27, 2023 grant; 3-year pro rata vest | Vests Jan 27, 2023/2024/2025 | $13,097 at $16.29/sh as of 12/31/2024 |
| Restricted stock (time-based) | 1,893 | Jan 19, 2024 grant; 3-year pro rata vest | Vests Jan 19, 2024/2025/2026 | $30,837 at $16.29/sh as of 12/31/2024 |
| Performance RS (target) | 2,840 | Performance shares | Vests based on performance at 12/31/2025 | $46,264 at $16.29/sh as of 12/31/2024 |
| Phantom stock (time-based) | 3,043 | Cash-settled; stock price-linked | Vests 1/3 on Jan 25 of 2025/2026/2027 | $49,570 reference at $16.29/sh as of 12/31/2024 |
| Phantom stock (performance) | 3,043 | Cash-settled; stock price-linked; ROAE metric | Vests based on 3-year ROAE at 12/31/2026; determined Jan 2027 | $49,570 reference at $16.29/sh as of 12/31/2024 |
Note on selling pressure: 2024 LTIP moved to cash-settled phantom stock tied to the share price due to no remaining shares under the 2018 equity plan, which aligns incentives without increasing share issuance or requiring share sales upon vesting.
Employment Terms
- Agreement: Third Amended and Restated Executive Employment Agreement dated May 2, 2024; term through Dec 31, 2025 with automatic one-year renewals.
- Compensation eligibility: Base salary $241,020; eligible for STIP and LTIP; participates in standard executive benefits.
- Termination (without cause/by Good Reason): Accrued obligations; pro-rated STIP; severance = 50% of (salary + greater of pro-rated current-year STIP or pro-rated 2-year average STIP); Company-paid medical/dental premiums for up to 6 months.
- Change-in-Control (double trigger): Accrued obligations; pro-rated STIP; severance = 200% of (salary + greater of pro-rated current-year STIP or pro-rated 2-year average STIP); Company-paid medical/dental premiums for up to 24 months.
- Death/disability: Accrued obligations; pro-rated STIP and LTIP.
- Covenants: Confidentiality; 24-month non-solicitation (clients and employees); 18-month non-compete.
- Clawback: Agreement incorporates clawback provisions consistent with SEC Rule 10D-1, NASDAQ standards, and Company policy.
- Related party transactions: None requiring disclosure in 2024.
Performance & Track Record Indicators
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (initial $100 investment value) | 89 | 141 |
| Net Income (USD) | $13,059,000 | $13,751,000 |
- Say-on-pay approval: 94% support in 2024 indicates strong shareholder endorsement of executive pay design.
Compensation Structure Analysis
- Mix: For 2024, CFO pay mix targeted at 59.8% base salary, 22.3% short-term, 17.9% long-term, indicating meaningful variable pay tied to annual and multi-year outcomes.
- Shift to phantom stock: 2024 LTIP ceased granting restricted shares and approved a cash-settled phantom stock plan (time- and performance-based), tying value to stock price without share issuance; performance metric is 3-year ROAE.
- Governance safeguards: Hedging/pledging bans, clawback policy, double-trigger CIC, and independent compensation committee/consultant reduce risk of misalignment.
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 72,648 shares; includes 43,314 in self-directed IRA; includes 8,000 options currently exercisable or exercisable within 60 days; less than 1% of outstanding shares |
| Stock ownership guidelines | NEOs (ex-CEO): 1.0x salary in 1 year; 1.5x in 2.5 years; 2.0x in 5 years; all officers in compliance as of Dec 31, 2024; significant self-funded ownership by CEO and CFO. |
| Hedging/pledging | Prohibited for directors/officers/employees (including margin, pledging, short sales, speculative options). |
Employment Contracts, Severance, and Change-of-Control Economics
| Scenario | Cash Benefits | Bonus Treatment | Health Benefits | Triggers/Covenants |
|---|---|---|---|---|
| Termination without cause / Good Reason | 50% of (salary + greater of pro-rated current STIP or pro-rated 2-year average STIP) | Pro-rated STIP; pro-rated LTIP only in death/disability | Company-paid premiums up to 6 months | 24m client/employee non-solicit; 18m non-compete; confidentiality; clawback |
| Change-in-Control (double trigger) | 200% of (salary + greater of pro-rated current STIP or pro-rated 2-year average STIP) | Pro-rated STIP | Company-paid premiums up to 24 months | Double trigger required; same covenants |
| Death/Disability | Accrued obligations | Pro-rated STIP and LTIP | As per plan/COBRA | — |
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited, reducing misalignment risk.
- Clawbacks: Robust policy adopted in 2024 across cash/equity incentives.
- Related party transactions: None disclosed in 2024.
- Section 16 filings: Management disclosed timely compliance in 2024, with Form 5 reconciliations for CEO and CFO filed Feb 13, 2025.
Compensation Committee and Peer Practices
- Compensation Committee: Independent directors; oversight of CEO/CFO pay and incentive plan design.
- Independent consultant: McLagan Aon; $45,000 in 2024; independence reviewed; provides market analysis and risk assessment.
- Say-on-pay: 94% approval in 2024.
Investment Implications
- Alignment and performance: STIP requires ROAE threshold and delivered 124% of target for 2024, indicating above-target execution on financial goals; 3-year ROAE underpins LTIP, creating multi-year profitability alignment.
- Selling pressure: 2024 shift to cash-settled phantom stock reduces equity issuance and potential insider selling associated with tax-withholding on vesting, moderating supply overhang risk while maintaining stock-price linkage.
- Retention risk: Double-trigger CIC at 200% of salary+STIP and standard severance at 50%, plus 24-month non-solicit/18-month non-compete, provide retention and orderly transition incentives without excessive golden parachutes.
- Ownership and governance: Beneficial ownership is <1% but CFO meets ownership guidelines; pledging/hedging bans and clawbacks strengthen alignment; say-on-pay at 94% suggests shareholder support for pay design.