Michael L. Swenson
About Michael L. Swenson
Michael L. Swenson (age 74) is an independent director of Citizens Community Bancorp, Inc. (CZWI), serving on the board since May 2011 and appointed Lead Independent Director in June 2023. Prior to retirement in 2012, he was President and CEO of Northern States Power Company – Wisconsin (an Xcel Energy Company), following engineering and executive roles at Xcel Energy. He brings executive leadership, financial and compensation experience; he currently chairs the Governance & Nomination Committee and serves on the Compensation Committee. He also serves on the bank subsidiary’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern States Power Company – Wisconsin (Xcel Energy Company) | President & CEO | Through 2012 | Led utility operations; executive leadership and financial/compensation experience cited by CZWI as qualifications |
| Xcel Energy | Engineering and executive roles | Prior to 2012 | Executive leadership background; broad operational expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards in past five years) | — | — | CZWI proxy does not list any other current or recent public company directorships for Swenson |
Network note: Another CZWI director (Kristina M. Bourget) previously served as corporate counsel at Xcel Energy, indicating historical ties but no disclosed current interlock. Monitor for information advantages or perceived alignment, though no conflicts are disclosed.
Board Governance
- Independence and leadership: Swenson is independent under NASDAQ rules and has served as Lead Independent Director since 2023, with defined authorities (presiding at executive sessions, liaising with the Chair/CEO, co-approving agendas, recommending committee assignments, engaging with shareholders, and retaining advisors). This structure offsets the combined Chair/CEO model.
- Committee assignments:
- Governance & Nomination Committee: Chair (identifies/assesses directors, sets governance principles).
- Compensation Committee: Member (executive and director pay oversight; plans administration).
- Meetings and attendance: In FY 2024, the Board met 8 times; Audit (5), Compensation (4), Governance & Nomination (3), Risk Oversight (4). All directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (June 18, 2024).
Fixed Compensation
| Component | FY 2023 | FY 2024 | Terms/Notes |
|---|---|---|---|
| Annual Retainer (Restricted Stock) | $21,000 (standard director) | $31,500 (Lead Director); $22,500 (other directors) | Annual restricted stock vest at fiscal year-end; pro-rata vesting on non-cause termination |
| Board Meeting Fees (Cash) | $1,000 per Board meeting | $1,000 per Board meeting | Applies to non-employee directors |
| Committee Meeting Fees (Cash) | Chair: $1,000; Member: $500 | Chair: $1,000; Member: $500 | Per meeting; Compensation/ Audit/ Governance committees |
| Swenson—Fees Earned (Cash) | $20,000 | $19,000 | Reflects meeting participation in year |
| Swenson—Stock Awards (Grant-Date Fair Value) | $21,000 | $31,494 | Lead Director retainer paid in restricted stock; fair value per ASC 718 |
| Swenson—Total Director Comp | $41,000 | $50,494 | Sum of cash + stock awards |
Performance Compensation
| Item | Detail |
|---|---|
| Annual Equity Grant (Lead Director) | Restricted stock; grant-date fair value $31,494 in FY 2024; vests fully at fiscal year-end, with pro-rata vesting on certain terminations (non-cause) |
| Performance Metrics | None disclosed for non-employee director grants (director equity is time-based; no TSR/ROE targets specified for directors) |
| Clawbacks (Company-wide policy) | Company adopted clawback policy in 2024, covering incentive comp based on financial reporting measures; applies to executives, not specifically directors |
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions involving Swenson reported in FY 2024; bank has policy allowing director/officer loans only on market terms under safety & soundness rules |
Expertise & Qualifications
- Executive leadership and compensation governance expertise; prior utility CEO with engineering background useful for risk oversight perspectives and operational discipline.
- As Lead Independent Director, responsibilities include agenda oversight, executive session leadership, committee assignment recommendations, direct investor/stakeholder communications, and advisor engagement—strengthening board effectiveness and independence.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael L. Swenson | 18,958 | <1% (*) | Includes 5,450 shares in self-directed IRA |
| Shares Outstanding (Record Date) | 9,989,536 (Apr 11, 2025) | — | Basis for % computation |
| Ownership Guidelines (Directors) | 1 year: ≥1× annual retainer; 3 years: ≥2.5×; 5 years: ≥5× | — | As of Dec 31, 2024, all directors met guidelines |
| Hedging/Pledging Policy | Prohibits pledging, hedging/monetization, short sales, speculative options on company stock | — | Alignment safeguard |
(*) “Denotes less than 1%” per proxy table notation .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16 Filings | All directors/officers timely for FY 2024; exceptions were Form 5 reconciliations for CEO/CFO (not Swenson) |
Governance Assessment
-
Strengths:
- Independent Lead Director (Swenson) with robust, codified authorities—offsets combined Chair/CEO structure and enhances board effectiveness.
- Swenson chairs Governance & Nomination and serves on Compensation; all three key committees comprise independent directors; Audit Committee includes an “audit committee financial expert” (Olson).
- Consistent director attendance (≥75%) and annual meeting participation; disciplined meeting cadence across committees.
- Director ownership guidelines with 5× retainer requirement over five years—directors (including Swenson) are in compliance; hedging/pledging prohibited—alignment positive.
- No related-party transactions requiring disclosure in FY 2024; loans policy limits to market terms and normal risk—low conflict exposure.
- Say‑on‑pay support strong (94% of shares voted in 2024), signaling investor confidence in compensation governance.
-
Watch items:
- Board leadership remains combined Chair/CEO; continued reliance on Lead Director and independent committees is essential to sustain checks and balances.
- Historical ties to Xcel Energy across two directors (Swenson, Bourget) are not conflicts but indicate network cohesion; monitor for perceived influence if utility-related business ever overlaps, though none is disclosed.
-
Red flags: None disclosed related to Swenson—no legal proceedings, no pledging/hedging, no related-party transactions, no Section 16 delinquencies.
Compensation structure note (directors): Equity retainer increased for Lead Director from $30,000 (FY 2023) to $31,500 (FY 2024), maintaining a cash/equity mix aligned with service and roles; meeting fees unchanged—no indication of guaranteed or discretionary payouts not tied to service.
Compensation committee process: Independent committee uses external consultant (McLagon Aon) for market analysis and risk review; 2024 fees $45,000; strong procedural rigor reduces pay-related governance risk.
Committee Snapshot (FY 2024)
| Committee | Membership | Chair | Meetings |
|---|---|---|---|
| Governance & Nomination | Felber; Olson; Swenson | Swenson | 3 |
| Compensation | Bourget; Moll; Swenson | Bourget | 4 |
| Audit | Bourget; Skarvan; Olson | Olson | 5 |
| Risk Oversight (Bank) | Skarvan; Conner | Skarvan | 4 |
Director Compensation (Swenson)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,000 | $19,000 |
| Stock Awards – Grant-Date Fair Value ($) | $21,000 | $31,494 |
| Total ($) | $41,000 | $50,494 |
Equity Ownership (Swenson)
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 18,958 |
| Ownership % | <1% (star notation) |
| IRA-held Shares | 5,450 |
| Shares Outstanding (Record Date) | 9,989,536 (Apr 11, 2025) |
| Ownership Guideline Compliance | All directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy |
Governance Quality Signals
- Board independence and lead director empowerment—positive.
- Ownership alignment through guidelines and bans on pledging/hedging—positive.
- No related-party transactions nor Section 16 issues—positive.
- Strong shareholder support for executive compensation—positive.
Overall, Swenson’s role as Lead Independent Director and Governance & Nomination Chair, coupled with solid attendance and alignment policies, supports investor confidence in board effectiveness and conflict management at CZWI.