Timothy L. Olson
About Timothy L. Olson
Independent director of Citizens Community Bancorp, Inc. since March 2018; age 65. Olson is Developer/Co‑owner of Arrowhead Properties, LLC and former VP of Finance/Co‑owner of Royal Construction, Inc. (1999–2015). He holds BA and MBA degrees from the University of Wisconsin–Eau Claire and has been a licensed CPA in Wisconsin since 1983; the Board designates him as an SEC “audit committee financial expert.” He serves as Audit Committee Chair, and sits on the Governance & Nomination Committee and the Bank’s Credit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Construction, Inc. (Eau Claire, WI) | Vice President of Finance; Co‑owner | 1999–2015 | Led finance for commercial GC/CM firm; foundational accounting/controls experience cited in audit expertise . |
| Arrowhead Properties, LLC | Developer/Co‑owner | Not disclosed (24+ years of real estate development/financial management experience in NW Wisconsin) | Ongoing real estate development and ownership background enhances credit/risk perspective . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eau Claire Chamber of Commerce | Board Chair | Not disclosed | Community leadership; expands stakeholder perspective . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Olson is independent under NASDAQ rules; also independent for Audit, Compensation, and Governance & Nomination committees . |
| Committee assignments (Company) | Audit Committee (Chair); Governance & Nomination Committee (Member) . |
| Bank committees | Credit Committee (Member) . |
| Committee meetings in FY2024 | Audit: 5; Compensation: 4; Governance & Nomination: 3; Risk Oversight: 4 . |
| Attendance | All directors attended ≥75% of Board/committee meetings in FY2024 . |
| Annual meeting attendance | All directors on the Board as of the 2024 annual meeting attended (June 18, 2024) . |
| Audit leadership | Signed Audit Committee Report; committee oversaw auditor transition to Crowe LLP for FY2024 after competitive process . |
| Lead Independent Director context | Michael L. Swenson serves as Lead Director since 2023 (context for independent oversight) . |
Fixed Compensation (Director)
| Component | Policy/Amount | Source |
|---|---|---|
| Annual equity retainer (restricted stock) | $22,500 for non‑employee directors; $31,500 for Lead Director (for a 12‑month period) . | |
| Board meeting fees | $1,000 per Board meeting attended . | |
| Committee meeting fees | Chair: $1,000 per meeting; Member: $500 per meeting . |
Director-specific FY2024 compensation (Olson):
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $34,600 |
| Stock Awards ($) (grant-date fair value) | $22,489 |
| Total ($) | $57,089 |
Vesting terms: Annual restricted stock awards vest in full at fiscal year-end (pro‑rata vesting on non‑cause termination) .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance-conditioned director pay | None disclosed; director equity is time-based restricted stock (annual retainer), not tied to performance metrics . |
| Equity vesting schedule | Annual restricted stock awards vest in full at the end of the fiscal year . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Olson . |
| Prior public company boards (5-year lookback) | None disclosed for Olson . |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; no related‑party transactions requiring Item 404 disclosure in FY2024 . |
Expertise & Qualifications
- CPA (Wisconsin) since 1983; designated “audit committee financial expert” by the Board based on finance leadership and CPA background .
- Deep experience in commercial real estate development, finance, and ownership; enhances risk, credit, and ALCO-adjacent perspectives .
- Community leadership (Eau Claire Chamber Board Chair) supports stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Timothy L. Olson (Director) | 24,213 | <1% (denoted “*”) | Company had 9,989,536 shares outstanding on April 11, 2025 . |
Ownership alignment policies and status:
- Director ownership guidelines (amended 2025): within 1 year, hold ≥1x annual director retainer; within 3 years, ≥2.5x; within 5 years, ≥5x .
- As of Dec 31, 2024, all directors and officers were in compliance with ownership guidelines .
- Hedging and pledging prohibited for directors, officers, and employees (no margin purchases, pledging, hedging/monetization, short sales, or speculative options) .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair; SEC-designated financial expert—supports robust financial reporting oversight .
- Demonstrated engagement: committees chaired/served and firm-wide attendance thresholds met; all directors attended 2024 annual meeting .
- Auditor oversight: Audit Committee (chaired by Olson) conducted competitive auditor selection and documented independence; Audit Committee report signed by Olson .
- Alignment: Director equity retainer; stringent ownership guidelines with confirmed compliance; hedging/pledging ban .
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Potential risks/considerations:
- External real estate interests could present appearance of conflict if the Bank were to transact with related entities; however, the Company reported no related-party transactions requiring disclosure in FY2024 and maintains an Audit Committee review policy for any such transactions. Loans to insiders, if any, are in ordinary course and on market terms per policy .
- No public company interlocks disclosed (reduces information-flow conflicts) .
-
Shareholder signals:
- Say‑on‑pay support of 94% at the 2024 annual meeting indicates broad investor approval of compensation governance (contextual governance signal for the Board’s oversight) .
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Bottom line:
- Olson’s audit leadership, CPA background, and independence, combined with ownership policies and absence of related‑party issues, support investor confidence in board oversight and financial reporting integrity. Compensation structure for directors is conventional (cash + time‑based equity) with clear meeting‑based fees and transparent vesting; no red‑flag pay features identified .