Michael Conner
About Michael Conner
Michael Conner, age 66, is an independent director of Citizens Community Bancorp, Inc. (CZWI) and has served on the Company board since June 2023; he has served on the Bank board since November 2018 . He holds undergraduate and graduate business degrees from the University of Wisconsin–Eau Claire, and his 40-year career spans marketing/continuing education, retail, and insurance, with active roles in local business education programs . He brings expertise in business management, product development, marketing, cybersecurity, sustainability, compensation, artificial intelligence, compliance, and disaster recovery .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Community Federal N.A. (Bank) | Director | Since Nov 2018 | Member, Risk Oversight Committee; Member, Credit Committee |
| Citizens Community Bancorp, Inc. | Director (Independent) | Since Jun 2023 | Company board; independent under NASDAQ rules |
| Various industries (marketing/continuing education, retail, insurance) | Executive/Manager | ~40 years | Leadership across multiple sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PESI, Inc. (nonprofit continuing education provider) | Director; President of the Board | Current | Conner holds voting/disposition power over 147,330 CZWI shares owned by PESI; disclaims beneficial ownership (no pecuniary interest) |
| TBG Holdings, LLC (commercial real estate) | President | Current | Commercial real estate leadership |
| University of Wisconsin–Eau Claire; Chippewa Valley Technical College | Program involvement | Current | Active roles in business programs |
Board Governance
- Independence: The Board determined Conner is independent under NASDAQ rules .
- Committees: Conner serves on the Bank’s Risk Oversight Committee and Credit Committee; he is not a chair. The Risk Oversight Committee met 4 times in FY 2024; Credit Committee membership is disclosed but meeting count is not enumerated in the Company committee chart .
- Attendance: The Board met 8 times in FY 2024, and all directors attended at least 75% of their Board and committee meetings; all directors attended the June 18, 2024 annual meeting .
- Board structure: CZWI combines CEO and Chair (Bianchi) with a Lead Independent Director (Swenson), emphasizing independent oversight; Lead Director responsibilities are enumerated .
- Risk oversight: Risk oversight is executed via the Bank’s Risk Oversight Committee (of which Conner is a member) in coordination with Audit and Compensation Committees .
Fixed Compensation
| Director | FY 2024 Fees Earned (Cash) | FY 2024 Stock Awards (Grant-Date Fair Value) | Total FY 2024 |
|---|---|---|---|
| Michael Conner | $29,100 | $22,489 | $51,589 |
| Structure (for reference) | - | - | Annual equity retainer: $22,500 for non-employee directors; $31,500 for Lead Director. Board meeting fee: $1,000 per meeting. Committee chair: $1,000 per meeting; other committee members: $500 per meeting. Annual director awards vest in full at fiscal year-end (pro-rata if service ends other than for cause) . |
Performance Compensation
- Directors do not receive performance-conditioned equity; non-employee director equity compensation is a time-based annual restricted stock award that vests at fiscal year-end; no options or PSUs for directors are disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Conner . |
| Private/nonprofit boards | PESI, Inc. (Director; President of the Board); TBG Holdings, LLC (President) . |
| Interlocks/potential conflicts | Conner has voting/disposition power over 147,330 CZWI shares held by PESI, Inc. (nonprofit); disclaims beneficial ownership due to no pecuniary interest . No related-party transactions requiring disclosure in FY 2024 . |
Expertise & Qualifications
- Business leadership across marketing/continuing education, retail, and insurance; executive-level experience and prior directorships .
- Board-relevant skills cited: finance, compensation, cybersecurity, sustainability, AI, compliance, disaster recovery; plus product development and marketing .
- Education: Undergraduate and graduate business degrees (UW–Eau Claire) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Conner (Director) | 13,286 | <1% | Direct beneficial ownership; percentage based on 9,989,536 shares outstanding (as of April 11, 2025) . |
| Additional voting/disposition power (nonprofit) | 147,330 | n/a | Shares held by PESI, Inc.; Conner has voting and disposition power but disclaims beneficial ownership (no pecuniary interest) . |
| Hedging/pledging | Prohibited | — | Hedging, pledging, short sales, and derivatives prohibited by policy updated in 2024 . |
| Ownership guidelines (Directors) | 1x annual retainer within 1 year; 2.5x within 3 years; 5x within 5 years | — | As of Dec 31, 2024, all current directors/officers were in compliance with guidelines . |
Governance Assessment
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Strengths
- Independent director with multi-sector leadership and explicit skills in cybersecurity, compliance, and AI—useful for bank risk and technology oversight .
- Active service on Bank-level risk and credit committees aligns with his risk/operations profile .
- Robust governance guardrails: hedging/pledging prohibition; stock ownership guidelines with disclosed compliance; regular executive sessions; strong say-on-pay result (94% approval in 2024) .
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Watch items / potential red flags
- Concentration of voting influence: Conner holds voting/disposition control over a significant CZWI block (147,330 shares) via PESI, Inc.; while he disclaims beneficial ownership, this control could influence outcomes and is a governance signal to monitor (e.g., voting alignment, independence of nonprofit decisions) .
- No director-specific performance-based compensation—director equity is time-based, which is standard but does not tie to performance; investors should monitor overall board performance and refreshment given long tenures across some directors .
-
Related-party and compliance
- No related-party transactions requiring disclosure in FY 2024; loans to insiders follow ordinary-course terms per policy; Section 16 filings timely (noting Form 5 reconciliations for two officers, not directors) .
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Shareholder feedback
- High say-on-pay support (94% in 2024), indicating general investor approval of compensation governance .