Stephen M. Bianchi
About Stephen M. Bianchi
Stephen M. Bianchi (age 61) has served as President & CEO of Citizens Community Bancorp, Inc. since June 2016, joined the Board in May 2017, and was appointed Chairman in October 2018; he is also a director of the Bank and a director of Bankers’ Bank since April 2023 . He holds an MBA and B.S. in Finance from Providence College and brings 36–38 years of banking leadership across HF Financial/Home Federal Bank, Wells Fargo, and Associated Bank . Pay-versus-performance disclosures show net income increased to $13.8m in 2024 from $13.1m in 2023, while a $100 TSR improved from $89 in 2023 to $141 in 2024, indicating a rebound year for equity holders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Community Bancorp, Inc. | President & CEO | Jun 2016–present | Led strategy and execution; appointed Chairman in Oct 2018 to unify leadership and drive strategy . |
| Citizens Community Bancorp, Inc. | Director; Chairman of the Board | Director since May 2017; Chairman since Oct 2018 | Combined CEO/Chair structure with Lead Independent Director to balance governance and oversight . |
| HF Financial Corp. / Home Federal Bank | President & CEO; Director (bank) | Oct 2011–May 2016 | Ran regional bank through to transition; prior board service at Home Federal Bank . |
| Wells Fargo Bank; Associated Bank | Senior management roles | Prior to Oct 2011 | Large-bank operating and leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bankers’ Bank | Director | Since Apr 2023 | Regional banking network governance role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $384,800 | $396,343 |
| All Other Compensation (total) | $28,663 | $44,408 |
| – 401(k) Match | $15,823 | $15,347 |
| – Auto Allowance | $12,000 | $12,000 |
| – HSA Contribution | $840 | $1,764 |
| – PTO Cash Payout | — | $7,622 |
| – Supplemental Disability Premiums | — | $7,675 |
| Chairman of the Board fee | Not paid to CEO/Chair | Not paid to CEO/Chair |
Performance Compensation
| Short-Term Incentive Plan (STIP) | Policy | FY 2023 Outcome | FY 2024 Outcome |
|---|---|---|---|
| Eligibility gate | Min ROAE 4% and satisfactory OCC rating | Met | Met |
| Weighting | 85% corporate (Bank financials); 15% individual | 85%/15% | 85%/15% |
| CEO STIP % (Threshold/Target/Max of base) | 25% / 35% / 45% | 88% of target; Target $134,680; Paid $118,104 | 121% of target; Target $138,720; Paid $167,503 |
| Long-Term Incentive Plan (LTIP) | Instrument | Vesting | Metrics | Sizing (CEO) |
|---|---|---|---|---|
| 2023 LTIP | Restricted stock (time-based and performance-based) | Time-based 3 tranches over 3 years; performance vests at end of 3-year period | Relative TSR vs selected peer group (3-year) | Time-based 17.5% of salary; Performance 8.75%/17.5%/26.25% of salary for threshold/target/max; $33,670 / $67,340 / $101,010 |
| 2024 LTIP | Phantom stock (time- and performance-based) | Time-based pays ratably Jan 25, 2025/2026/2027; performance pays after 3-year period ending Dec 31, 2026 (committee ratification in Jan 2027) | 3-year ROAE (linear between threshold/target/max) | Time-based 17.5% of salary; Performance 8.75%/17.5%/26.25% of salary; $34,680 / $69,360 / $104,040 |
| 2022–2024 LTIP Payout | Restricted stock | Vested at cycle end | Achieved 108% of target; 4,985 shares issued to CEO in Jan 2025 | 108% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 11, 2025) | 144,648 shares; 1.4% of shares outstanding |
| Components (2025) | Includes 53,480 shares in self-directed IRA; 18,000 options exercisable within 60 days |
| Beneficial ownership (Apr 11, 2024) | 141,170 shares; 1.33% of shares outstanding |
| Components (2024) | Includes 52,500 shares in self-directed IRA; 20,000 options exercisable within 60 days |
| Outstanding options | 18,000 options @ $11.00 strike; expire 6/24/2026; fully vested |
| Unvested awards (12/31/24) | Time-based restricted/phantom stock units and performance units detailed; market values computed at $16.29 close |
| Hedging/pledging | Prohibited for directors/officers/employees (no margin, pledging, hedging, short sales, speculative options) |
| Ownership guidelines | CEO: 1x salary within 1 year; 2x within 2.5 years; 3x within 5 years; all directors/officers in compliance as of 12/31/24 |
Note: At 12/31/24 close ($16.29), CEO’s 18,000 options had an intrinsic value of ~$95,220 (calc: ($16.29–$11.00)×18,000) based on disclosed strike/price figures .
Employment Terms
- Term/renewal: Fourth Amended & Restated Executive Employment Agreement effective May 2, 2024 through Dec 31, 2025, auto-renewing annually .
- Base salary: $396,344 with eligibility for STIP and LTIP awards per plan terms .
- Severance (no CIC): If terminated without cause or resigns for good reason, cash equal to 200% of (salary + greater of pro‑rated STIP or 2-year average pro‑rated STIP), pro‑rated STIP for year of termination, and up to 18 months paid medical/dental premiums; accrued obligations also payable .
- Change-in-control: Double-trigger; if terminated without cause or resigns for good reason following a CIC, 250% multiple on same base; pro‑rated STIP; up to 30 months paid medical/dental premiums; accrued obligations .
- Covenants/clawback: Confidentiality; 24-month non-solicit (clients, employees); 18-month non-compete; incentive compensation subject to clawback aligned with SEC Rule 10D‑1 and NASDAQ standards .
Board Governance (Bianchi as Director and Chair)
- Roles: Director since 2017; Chairman since 2018; CEO/Chair dual role mitigated by a Lead Independent Director (Michael L. Swenson since 2023) with specified authorities (executive session leadership, agenda-setting liaison, advisor authority) .
- Committees: CEO/Chair is not a member of Audit, Compensation, or Governance & Nomination Committees; committee memberships and chairs are held by independent directors .
- Independence: Majority-independent board; lists independent directors; all Audit/Comp/Governance members independent per NASDAQ/SEC rules .
- Attendance: All directors attended ≥75% of Board/committee meetings; 8 Board meetings held in 2024 .
- Director pay: Non-employee directors receive cash meeting fees and restricted stock retainers; CEO/Chair receives no additional pay for Chair service .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 94% approval of shares voted, indicating strong support for executive compensation program .
- 2025 say-on-pay: Approved; votes For 6,000,132; Against 292,686; Abstain 291,117; Broker non-votes 945,491 .
Compensation Structure Analysis
- Mix: 2024 target mix for CEO: 56.4% base, 23.8% STIP, 19.8% LTIP; aligns a material portion of pay to performance .
- Shift to cash-settled LTIP: In 2024 the company ceased granting restricted shares and adopted a phantom stock plan (time- and performance-based) tied to ROAE, citing unavailability of new shares under the 2018 plan; reduces equity dilution but introduces cash-settlement obligations .
- Risk controls: Compensation Committee independence; clawback policy; gate metrics (min ROAE) and capped STIP ranges; periodic risk review concluded programs do not encourage excessive risk-taking .
Director Compensation (for context)
- 2024 non-employee director retainers: Stock award retainers ($31,500 Lead Director; $22,500 others), plus per-meeting cash fees; CEO/Chair (Bianchi) not paid for chair service .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure in 2024; insider lending follows ordinary course terms and underwriting standards .
- Hedging/pledging: Prohibited (reduces alignment risks) .
- Tax gross-ups/SERP: No supplemental retirement benefits to NEOs; no gross-up practices disclosed .
- Equity award practices: No option repricing disclosed; standard vesting and performance cycles; 2022–2024 LTIP paid at 108% of target .
Performance & Track Record
| Year | Net Income ($) | Value of $100 Investment (TSR) |
|---|---|---|
| 2023 | $13,059,000 | $89 |
| 2024 | $13,751,000 | $141 |
- Multi-year revenues (context over tenure; banks typically emphasize NII/NI rather than EBITDA): | Metric | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | |---|---:|---:|---:|---:|---:|---:|---:|---:|---:| | Revenues ($) | $3,915,000* | $4,468,000* | $7,957,000* | $14,975,000* | $18,448,000* | $15,824,000* | $10,430,000* | $10,250,000* | $9,923,000* |
Values retrieved from S&P Global.
Note: EBITDA not provided (common for banks); focus is on net income, ROAE, and TSR .
Employment & Contracts (Key Economics)
- Severance: 2.0x salary+bonus (without CIC) plus up to 18 months medical/dental; 2.5x (with CIC, double-trigger) plus up to 30 months medical/dental .
- Restrictive covenants: 24-month non-solicit (clients/employees), 18-month non-compete .
- Clawback: SEC/NASDAQ-compliant .
Expertise & Qualifications
- Education: MBA, B.S. Finance (Providence College) .
- Skills: Multi-decade operating leadership across community and large banks; board leadership since 2018 .
- External governance: Bankers’ Bank director .
Investment Implications
- Pay-for-performance: 2024 STIP paid at 121% of target amid higher net income and sharply improved TSR; LTIP is balanced between time- and performance-based and shifted to ROAE-focused phantom stock in 2024, aligning to profitability over three years .
- Alignment/retention: Meaningful insider ownership (1.4% with option exposure), strict anti-hedging/pledging, and robust ownership guidelines (CEO at 3x salary within 5 years) support alignment; severance/CIC terms (2.0x/2.5x) are moderate for small-cap banks, reducing turnover risk while avoiding single-trigger concerns .
- Governance: CEO/Chair dual role is counterbalanced by a strong Lead Independent Director and fully independent key committees; say-on-pay support remained strong in 2024 and was approved again in 2025, signaling shareholder acceptance of the program .
- Signals to watch: 2024 pivot from equity to cash-settled LTIP reduces dilution but creates cash obligations; monitor ROAE trajectory through 2026 for performance-vest outcomes, option expirations in 2026 for potential selling pressure, and continued say-on-pay results for investor sentiment .