Amy Zientara
About Amy Zientara
Amy Zientara is an independent director who serves as Chairwoman of the Board of Marathon Bancorp, Inc. and Marathon Bank. She joined Marathon Bank’s board in 2009 and has served on Marathon Bancorp, Inc.’s board since inception in 2020; her term ends following the fiscal year ending June 30, 2026. She is age 54 and is the Commercial Property Manager for the Dudley Tower in downtown Wausau, Wisconsin (since 2006), with experience in lease negotiation, building operations, and tenant relations. The Board separates the Chair and CEO roles, with Zientara as independent Chair, and holds executive sessions of independent directors at least twice a year to strengthen oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Bank | Director; currently Chairwoman of the Board | Since 2009 | Leadership in community banking governance and oversight |
| Marathon Bancorp, Inc. | Director; Chairwoman of the Board | Since 2020 (inception) | Independent board leadership model; executive sessions of independent directors |
| Wausau Area Events | Executive Director | Not disclosed | Local economic development leadership |
| Main Street Wausau | Executive Director | Not disclosed | Created first Business Improvement District and led downtown revitalization |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Dudley Tower (downtown Wausau, WI) | Commercial Property Manager | 2006 | Specializes in lease negotiation, building ops, tenant relations |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Zientara is the independent Chairwoman of the Board.
- Committee structure and leadership:
- Audit Committee: Members Grimm, Werth, Wimmer, Zientara; Zientara serves as Chair; met 11 times in FY ended June 30, 2025; Grimm designated “audit committee financial expert.”
- Compensation Committee: Members Grimm, Werth, Wimmer, Zientara; Zientara serves as Chair; met 4 times in FY ended June 30, 2025.
- Nominating & Corporate Governance Committee: Members Grimm, Werth, Wimmer, Zientara; Werth serves as Chair; met 1 time in FY ended June 30, 2025.
- Board meeting cadence and attendance: Board held 11 regular meetings in FY ended June 30, 2025; no director attended fewer than 75% of Board and committee meetings.
- Stockholder engagement and communications: Stockholders may contact the Board (care of Corporate Secretary), with a defined screening protocol and summary reported to the Board each meeting.
- Risk oversight: Committees lead risk oversight with full Board responsibility retained; independent directors hold executive sessions at least twice annually.
Fixed Compensation
| Component | FY Ended Jun 30, 2025 | Notes |
|---|---|---|
| Annual cash fees (Marathon Bank director) | $2,000 per month | Paid monthly; no additional committee fees |
| Bonus cash payment | $100 | One-time bonus in FY2025 |
| Total cash fees (Bank board) | $24,100 | Sum of monthly fees plus bonus |
| Fees for Marathon Bancorp, Inc. (holding company) | No incremental fees initially | Directors serve concurrently; fees paid in Bank capacity |
| Meeting fees | None | No additional fees for attending committee meetings |
| Perquisites | < $10,000 aggregate | Perquisites and personal benefits below $10,000 |
The DEF 14A’s Director Compensation table reports $24,100 in “Fees Earned or Paid in Cash” for Amy Zientara in FY2025, with no stock or option awards granted in that year.
Performance Compensation
| Element | Grant Year | Outstanding/Granted | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock options (director) | 2022 (Equity Plan) | 7,498 options outstanding as of 6/30/2025 | 20% per year over 5 years; acceleration on death, disability, or involuntary termination on/after change in control | None disclosed for director awards |
| Restricted stock (director) | 2022 (Equity Plan) | 1,199 shares outstanding as of 6/30/2025 | 20% per year over 5 years; acceleration on specified events | None disclosed for director awards |
- 2022 Equity Incentive Plan overview: Up to 209,960 shares authorized; options up to 149,971; restricted stock/RSUs up to 59,988; awards to directors and named executive officers vest 20% annually over five years; acceleration on certain events; plan approved May 2022.
- FY2025 director equity grants: None granted in FY2025; outstanding director equity from prior grants noted above.
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography does not disclose other public company directorships for Zientara. |
- Policy on outside boards: The Nominating & Corporate Governance Committee considers time commitments and seeks to limit service on more than two other public company boards beyond Marathon Bancorp, Inc.
Expertise & Qualifications
- Community and economic development leadership with creation of Wausau’s first Business Improvement District and downtown revitalization; extensive local market knowledge.
- Real estate and property management expertise relevant to commercial lending markets (lease negotiation, building ops, tenant relations).
- Governance roles: Independent Board Chair; Chair of Audit and Compensation Committees; involvement in director selection via Nominating & Corporate Governance Committee.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % of Outstanding | Breakdown |
|---|---|---|---|
| Amy Zientara | 23,424 | < 1% (of 2,938,698 outstanding as of 9/30/2025) | Includes 1,200 unvested restricted stock and 4,198 shares acquirable via options within 60 days; no pledged shares disclosed |
- Shares outstanding baseline: 2,938,698 as of September 30, 2025.
- Pledging: “No director or executive officer has pledged Marathon Bancorp, Inc. common stock as collateral for a loan.”
Governance Assessment
- Board leadership and independence: Positive signal—independent Chair separated from CEO; independent-only committees with regular executive sessions of independent directors.
- Engagement and attendance: Positive—Board met 11 times; Audit 11; Compensation 4; no director below 75% attendance.
- Ownership alignment: Positive—director-level equity from the 2022 Equity Plan (options and restricted stock) fosters alignment; no pledging.
- Committee leadership concentration: Mixed/Red Flag potential—Zientara concurrently serves as Board Chair and Chair of both Audit and Compensation Committees, centralizing oversight authority across key control functions (audit and pay). Investors often prefer dispersing committee chair roles to enhance checks and balances.
- Related-party and lending: Positive—no related-party transactions >$120,000, and no outstanding loans to directors/officers as of FY2025; insider lending policies reviewed by Audit Committee at least twice annually.
- Financial reporting risk history: Red Flag—company restatement announced via 8-K on September 20, 2023 (deferred tax liability error related to thrift status and bad debt reserves). While corrected and overseen by the Audit Committee, restatements indicate prior control/technical accounting weaknesses that warrant continued scrutiny of audit and finance oversight.
- Shareholder voting: FY2025 annual meeting proposals were approved; director election approvals and auditor ratification passed (votes detailed below), indicating baseline shareholder support.
FY2025 Annual Meeting Voting Outcomes
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Ann M. Werth (term ending 2028) | 1,361,508 | 308,253 | — | 430,230 |
| Elect Timothy R. Wimmer (term ending 2028) | 1,538,316 | 131,445 | — | 430,230 |
| Ratify Bonadio & Co., LLP as auditor (FY ending 6/30/2026) | 2,073,452 | 12,360 | 14,179 | — |
Director Compensation – FY Ended June 30, 2025
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Amy Zientara | 24,100 | — | — | — | 24,100 |
Outstanding Director Equity Instruments (as of 6/30/2025)
| Director | Stock Options (Count) | Restricted Stock (Shares) |
|---|---|---|
| Amy Zientara | 7,498 | 1,199 |
Committee Assignments and Meetings (FY Ended June 30, 2025)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Grimm, Werth, Wimmer, Zientara | Amy Zientara | 11 |
| Compensation | Grimm, Werth, Wimmer, Zientara | Amy Zientara | 4 |
| Nominating & Corporate Governance | Grimm, Werth, Wimmer, Zientara | Ann M. Werth | 1 |
| Board of Directors (regular meetings) | — | Amy Zientara (Board Chair) | 11 |
Beneficial Ownership Detail (Record Date: 9/30/2025)
| Holder | Shares | Notes |
|---|---|---|
| Amy Zientara | 23,424 | Includes 1,200 unvested restricted stock and 4,198 options exercisable within 60 days; less than 1% of 2,938,698 shares outstanding; no pledging disclosed |
Related Party Transactions and Insider Lending
| Item | FY2025 Disclosure |
|---|---|
| Loans to directors/officers | None outstanding; compliant with Federal Reserve Act insider lending restrictions |
| Transactions > $120,000 with directors/officers | None; none proposed |
| Audit Committee oversight of related party transactions | Reviews summaries ≥$25,000 at least twice annually; Code of Conduct requires disclosure of personal/financial interests |
Restatement Summary (Item 4.02 8-K dated 9/20/2023)
| Topic | Details |
|---|---|
| Error | Erroneous deferred tax liability related to thrift status and bad debt reserves |
| Correction | Adjusted opening retained earnings and deferred tax assets by $481,798 as of 7/1/2021; no DTL provided on ~$1.5M unrecaptured pre-1988 reserve given no intent to trigger recapture |
| Governance | Audit Committee concluded restatement after consulting the auditor (Bonadio & Co., LLP) |
Equity Ownership
- Total beneficial ownership: 23,424 shares; includes 1,200 unvested restricted shares and 4,198 options exercisable within 60 days.
- Ownership as % of shares outstanding: Less than 1% (2,938,698 shares outstanding as of 9/30/2025).
- Pledging: None disclosed.
- ESOP context: Company ESOP structure reallocates shares over a 25-year loan term; directors are not specifically identified as ESOP participants, but ESOP is a notable ownership mechanism within the organization.
Governance Assessment
- Strengths:
- Independent Board Chair structure separating Chair and CEO roles, with executive sessions to reinforce independent oversight.
- High engagement and attendance; committee activity consistent with robust oversight (Audit 11 meetings).
- Alignment via outstanding director equity awards (options and restricted stock) from 2022 plan; no share pledging.
- Clear related-party and insider lending policies; no material related-party transactions or director loans outstanding.
- Watch items / Red Flags:
- Role concentration: Zientara chairs both Audit and Compensation Committees while serving as Board Chair—concentrating financial controls and pay oversight under one director may raise independence optics and checks-and-balances concerns for some investors.
- Prior restatement (2023) indicates historical accounting/control complexity; continued diligence expected from Audit Committee.
- Other notes:
- No other public company directorships disclosed, reducing potential interlock/conflict risks; committee policy limits outside public boards to two.