Kathleen S. Skarvan
About Kathleen S. Skarvan
Independent director of Citizens Community Bancorp, Inc. (CZWI); age 68. Elected to the Company’s Board in June 2022 and has served on the Bank’s board since November 2018. Former CEO (2012–2023) and later Chair (since July 2023) of Electromed, Inc.; prior executive roles include President of Hutchinson Technology’s Disk Drive Components Division and VP Operations at OEM Fabricators. Holds a bachelor’s degree from St. Cloud State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electromed, Inc. | Chief Executive Officer; President & CEO (2015–2023); Chair (from July 2023) | CEO 2012–July 2023; Director since 2013; Chair from July 2023 | Led public medtech company; governance leadership as Chair |
| OEM Fabricators, Inc. | Vice President of Operations | Nov 2011 – Oct 2012 | Operational leadership |
| Hutchinson Technology Inc. | President, Disk Drive Components Division; SVP; VP Sales & Marketing | President Apr 2007 – Mar 2011; SVP Dec 2010 – Mar 2011; VP Oct 2003 – Apr 2007 | Managed >$300M revenue division; sales & marketing leadership |
| St. Cloud State University Foundation | Board of Trustees | Jun 2015 – Jun 2021 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Electromed, Inc. (public) | Director; Chair | Director since 2013; Chair since July 2023 | Current public company directorship; healthcare industry; not overlapping with bank operations |
Board Governance
- Independence: Determined independent under NASDAQ rules; Audit, Compensation, and Governance/Nominating committees comprised solely of independent directors .
- Board class/term: Nominee/elected as Class I director for term expiring at 2028 annual meeting .
- Committee assignments (FY 2024):
- Company: Audit Committee member
- Bank: Risk Oversight Committee Chair; committee members are Skarvan and Conner
- Committee meeting cadence (FY 2024): Audit (5); Compensation (4); Governance & Nomination (3); Risk Oversight (4) .
- Attendance: Board held 8 meetings in FY 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (June 18, 2024) .
- Audit Committee report: Served alongside Olson (Chair) and Bourget; committee affirmed auditor independence and recommended inclusion of audited financials in 2024 Form 10-K .
Fixed Compensation (Director)
| Component | Amount/Detail |
|---|---|
| Annual equity retainer (non-employee directors) | $22,500 (Lead Director: $31,500) |
| Board meeting fee | $1,000 per Board meeting attended |
| Committee meeting fees | Chair: $1,000 per meeting; Member: $500 per meeting |
| Director | FY 2024 Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kathleen S. Skarvan | $19,800 | $22,489 | $42,289 |
Notes: Stock awards reflect grant-date fair value (ASC 718). Annual restricted stock awards vest in full at fiscal year-end; pro-rata vesting on non-cause separation from the Board .
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual equity award (restricted stock) | Fixed-value equity retainer | None (not performance-based) | Vests in full at fiscal year-end; pro-rata on certain terminations |
No options, PSUs, or performance metrics are used in non-employee director compensation; the design aligns directors with shareholders while avoiding pay-for-performance constructs that could impair independence .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Electromed, Inc. | Public medtech | Director (since 2013), Chair (since July 2023) | No related-party transactions with CZWI disclosed; industries unrelated to banking; low conflict risk |
Expertise & Qualifications
- Executive leadership: Former CEO and Chair of a public company; extensive operations and P&L oversight (managed >$300M division) .
- Risk oversight: Chairs Bank’s Risk Oversight Committee; background includes risk assessment and compensation experience .
- Financial governance: Member of CZWI Audit Committee (not designated audit committee financial expert; Olson holds that designation) .
- Education: BA, St. Cloud State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kathleen S. Skarvan | 8,901 | <1% (table denoted “*”) | Includes 300 shares held by PK Skarvan Trust (footnote 11) |
- Shares outstanding: 9,989,536 as of April 11, 2025 .
- Stock ownership guidelines (amended 2025): Directors must own ≥1x annual retainer within 1 year, ≥2.5x within 3 years, and ≥5x within 5 years of election; as of 12/31/2024 all directors/officers were in compliance .
- Hedging/pledging: Company policy prohibits pledging, hedging/monetization, margin purchases, short sales, and speculative options by directors/officers/employees and related persons .
- Section 16 compliance: No delinquencies noted for Skarvan; only CEO and CFO filed Form 5 reconciliations (not late Form 4s) .
Governance Assessment
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Strengths for investor confidence:
- Independent director with relevant operating, risk, and governance experience; Chair of the Bank’s Risk Oversight Committee and Audit Committee member; Board determined independent under NASDAQ standards .
- Sound alignment: Equity retainer plus ownership guidelines (up to 5x retainer over 5 years); anti-hedging/pledging policy; ownership of 8,901 shares including a small trust holding .
- Engagement: Attendance at or above 75% threshold; all directors attended 2024 annual meeting; participates in core risk and audit oversight .
- Clean related-party profile: No transactions requiring disclosure in FY 2024; standard-insider lending policy applied on market terms; no auditor disputes in transition to Crowe LLP .
-
Watch items:
- External chair role (Electromed) introduces cross-commitments; however, it is a single additional public board and unrelated industry, mitigating interlock/conflict risk; no related-party dealings disclosed .
- Audit Committee financial expert designation resides with Olson (not Skarvan); still, her Audit Committee membership supports financial oversight breadth .
Overall, Skarvan’s profile supports board effectiveness in risk and oversight with clear independence, ownership alignment, and absence of conflict red flags .