Kristina M. Bourget
About Kristina M. Bourget
Independent director of Citizens Community Bancorp, Inc. (CZWI), age 60, serving on the Company Board since March 2018 and on the Bank board since March 2018. Bourget is an attorney with over 25 years of practice, including roles as Vice President & General Counsel at Wisconsin Independent Network (2015–2020), Eau Claire County circuit court judge (2013–2015), corporate counsel at Xcel Energy (1998–2009), and earlier private practice; she holds a J.D. from the University of Wisconsin Law School (cum laude, Order of the Coif) and a BBA in Finance with an Accounting minor from UW–Eau Claire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Independent Network (WIN) | Vice President & General Counsel | 2015–2020 | Senior legal leadership; corporate governance exposure |
| Eau Claire County, WI | Circuit Court Judge | 2013–2015 | Judicial decision-making; ethics and compliance experience |
| Bourget Law | Stockholder (Trademark/Business) | 2010–2013 | Business/trademark specialization; corporate advisory work |
| Xcel Energy | Corporate Counsel | 1998–2009 | Broad in-house counsel responsibilities; risk/legal oversight |
| Kelly & Ryberg | Attorney | 1991–1997 | Foundational legal practice |
External Roles
- No other publicly held company directorships disclosed for Bourget; service noted only on CZWI and its Bank subsidiary boards .
- Network tie: prior Xcel Energy experience overlaps with director Michael L. Swenson’s former leadership at Northern States Power Company–Wisconsin (an Xcel Energy company), indicating potential shared industry familiarity rather than a current interlock .
Board Governance
- Independence: The Board determined Bourget is independent under NASDAQ rules; all Audit, Compensation, and Governance & Nomination Committee members are independent under NASDAQ/SEC standards .
- Committee assignments (Company): Compensation Committee Chair; Audit Committee member .
- Meeting cadence and attendance: Board met 8 times in FY2024; all directors attended at least 75% of Board and committee meetings where they served. Executive sessions of non-employee directors occur at each regularly scheduled Board meeting .
- Committee meeting volumes FY2024: Audit (5), Compensation (4), Governance & Nomination (3), Risk Oversight (Bank committee) (4) .
- Leadership structure: Combined Chair/CEO with a Lead Independent Director (Michael L. Swenson since 2023) and codified Lead Director responsibilities to support independent oversight .
| Committee (FY2024 meetings) | Role | Independence Status |
|---|---|---|
| Compensation (4) | Chair | Independent |
| Audit (5) | Member | Independent |
| Board of Directors (8) | Director | Independent; ≥75% attendance for all directors |
Fixed Compensation
- Structure: Non-employee directors receive an annual equity retainer (restricted stock) plus cash meeting fees. FY2024 retainer values: Lead Director $31,500; other non-employee directors $22,500. Cash fees: $1,000 per Board meeting; $1,000 per Committee meeting for the chair; $500 per Committee meeting for members .
- FY2024 compensation (Bourget): Cash fees $19,800; Stock awards (grant-date fair value) $22,489; Total $42,289 .
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $19,800 |
| Stock Awards ($, ASC 718 grant-date FV) | $22,489 |
| Total ($) | $42,289 |
| Mix (cash vs equity) | ~46.8% cash / ~53.2% equity (derived from disclosed amounts) |
Performance Compensation
- Directors’ annual retainer equity: Restricted stock awards vest in full at fiscal year-end; pro-rata vesting if service terminates other than for cause. No director stock options or performance metrics disclosed for directors; director equity is service-based, not performance-based .
| Grant Type | Grant Basis | Vesting | Notes |
|---|---|---|---|
| Restricted Stock (Annual Retainer) | Board service | Full vest at fiscal year-end; pro-rata if service ends (non-cause) | ASC 718 fair value disclosed; no performance conditions |
No director-specific options, PSUs, or performance metric frameworks disclosed for Bourget; performance-based plan details in the proxy apply to executives (STIP/LTIP), not to non-employee directors .
Other Directorships & Interlocks
| Entity | Type | Role | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| Citizens Community Federal N.A. | Bank subsidiary | Director | Since Mar 2018 | Internal subsidiary board role |
| Other public company boards | — | — | — | None disclosed |
| Xcel Energy (prior employment) | Utility | Corporate Counsel | 1998–2009 | Shared past employer with director Swenson; not a current board interlock |
Expertise & Qualifications
- Legal and governance: Corporate law expertise; prior General Counsel role; judicial experience strengthens compliance and ethics oversight .
- Finance and risk: BBA in Finance and Accounting minor; Audit Committee member; Compensation Committee chair overseeing incentive structures and risk alignment .
- Independence and engagement: Determined independent; participates in committees integral to financial reporting and pay governance .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 18,949 shares |
| % of Shares Outstanding | ~0.19% (18,949 / 9,989,536 outstanding as of 4/11/2025) |
| Pledged/Hedged Shares | Prohibited by Company policies for directors/officers/employees |
| Ownership Guidelines (Directors) | ≥1x annual retainer within 1 year; ≥2.5x within 3 years; ≥5x within 5 years |
| Compliance Status (as of 12/31/2024) | All current directors/officers in compliance with guidelines |
Governance Assessment
- Signals supporting investor confidence:
- Independence confirmed; roles on Audit and Compensation reinforce governance coverage .
- Strong engagement: Board met 8 times; all directors ≥75% attendance; executive sessions at each regular meeting .
- Director equity retainer and ownership guidelines align pay with shareholder value; all directors/officers compliant; hedging/pledging prohibited .
- Compensation Committee utilizes an independent consultant (McLagon Aon) and achieved 94% say‑on‑pay support in 2024, indicating shareholder alignment on pay structures .
- No related‑party transactions requiring disclosure in FY2024; lending policy requires market terms, normal risk .
- Potential investor considerations:
- Combined Chair/CEO model mitigated by an empowered Lead Independent Director with a formal charter of duties; still a structure some investors monitor .
- No disclosure of other public company directorships for Bourget; network breadth appears limited to prior industry roles and internal bank subsidiary board .
- RED FLAGS: None disclosed related to Section 404 related‑party transactions, hedging/pledging, attendance shortfalls, option repricing, or tax gross‑ups for directors .
Director Compensation Details (Structure Reference)
| Element | Policy |
|---|---|
| Annual Equity Retainer | $22,500 for non‑employee directors; $31,500 for Lead Director; restricted stock |
| Board Meeting Fee | $1,000 per Board meeting |
| Committee Chair Fee | $1,000 per Committee meeting (chair) |
| Committee Member Fee | $500 per Committee meeting (member) |
| Vesting | Director restricted stock vests at fiscal year‑end; pro‑rata for certain terminations |
Committee Composition (FY2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Bourget; Skarvan; Olson | Olson | 5 |
| Compensation | Bourget; Moll; Swenson | Bourget | 4 |
| Governance & Nomination | Felber; Olson; Swenson | Swenson | 3 |
| Risk Oversight (Bank) | Skarvan; Conner | Skarvan | 4 |
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation approved with 94% of votes cast; Compensation Committee considered this as support for the Company’s philosophy and programs .
Related Party Transactions & Policies
- FY2024: No transactions requiring disclosure under Item 404 of Regulation S‑K; Audit Committee reviews and pre‑approves related party transactions; loans to insiders follow ordinary course terms and standard underwriting .
Compensation Committee Analysis (Structure/Independence)
- Composition: Bourget (Chair), Moll, Swenson; all independent and qualified under NASDAQ, SEC, and IRS standards; utilizes an independent compensation consultant (McLagon Aon) for executive and director comp benchmarking and risk review .