DEF 14A of Citizens Community Bancorp Inc., Apr 29, 2026

DEF 14A of Citizens Community Bancorp Inc.

Filed Apr 29, 2026 · FY20250001367859-26-000028

Open on EDGAR

  1. TABLE OF CONTENTS

    | Employment Agreements | 28 | | Post-Employment Compensation | 30 | | CEO Pay Ratio | 30 | | Pay-versus-Performance | 32 | | Description of Pay Versus Performance | 32 | | PROPOSAL 2: APPROVAL OF 2026 OMNIBUS INCENTIVE PLAN | 34 | | Shares Outstanding and Available for Grant | 34 | | Sound Governance Features of the Plan | 35 | | Description of the Plan | 36 | | New Plan Benefits | 43 | | Federal Income Tax Information | 43 | | Vote Required for Approval | 45 | | Board of Directors Recommendation | 45 | | EQUITY COMPENSATION PLAN INFORMATION | 45 | | PROPOSAL 3: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 46 | | Vote Required for Approval | 46 | | Board of Directors Recommendation | 46 | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 47 | | Vote Required for Approval | 47 | | Board of Directors Recommendation | 47 | | ANNUAL REPORT ON FORM 10-K | 48 | | HOUSEHOLDING OF PROXY MATERIALS | 48 | | STOCKHOLDER PROPOSALS | 48 | | OTHER MATTERS | 49 | | ANNEX A CITIZENS COMMUNITY BANCORP, INC. 2026 OMNIBUS INCENTIVE PLAN | A-1 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS It is intended that shares represented by proxies in the enclosed form will be voted FOR the election of Michael Conner, Francis Felber and Nicholas Amundsen to serve as directors for a three-year term. Our Board of Directors is divided into three classes, with the term of office of each class ending in successive years. Accordingly, three directors are to be elected at the Annual Meeting to serve as Class II directors for a term of three years expiring at our annual meeting of stockholders in 2029. The continuing directors, the Class III and Class I directors, will serve until the annual meetings of stockholders in 2027 and 2028, respectively, and until their successors are duly elected and qualified. As indicated below, the persons nominated by our Board of Directors are incumbent directors with the exception of Mr. Amundsen who has served on the Board of Directors of the Bank since 2022. We anticipate that the nominees for election as directors will be candidates when the election is held. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by our Board of Directors, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors). As noted above, our directors are elected by a plurality of the votes cast by holders of the Common Stock, which means the individuals who receive the largest number of votes cast by holders of the Common Stock entitled to vote in the election of directors are elected as directors up to the maximum number of directors (three in the case of the Annual Meeting) to be chosen at the Annual Meeting.

  3. Information with Respect to Nominees and Continuing Directors

    Information with Respect to Nominees and Continuing Directors Below is information as of the date of this Proxy Statement about each nominee for election to our Board of Directors at the Annual Meeting and each director whose term continues after the Annual Meeting. The information presented includes information each nominee or continuing director has given Citizens about his or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. The information presented also includes a description for each director of the specific experience, qualifications, attributes, and skills that led to the conclusion that he or she should serve as a director. Our Governance and Nomination Committee regularly evaluates the mix of experience, qualifications, attributes, and skills of the Company’s directors using a matrix of areas that the Committee considers important for Citizens’ business. In addition to the information presented below regarding the nominee’s specific experience, qualifications, attributes and skills that led the Governance and Nomination Committee to the conclusion that the nominee should serve or continue to serve as a director, the Governance and Nomination Committee also considered the qualifications and criteria described below under “Corporate Governance Matters - Director Nominations” with the objective of creating a complementary mix of directors. The Board of Directors recommends a vote FOR the election of Michael Conner, Francis Felber and Nicholas Amundsen to serve as directors of Citizens for a three-year term.

  4. Information with Respect to Nominees and Continuing Directors

    | Name, Principal Occupation for Past Five Years and Directorships | Age | Director Since (1) | | Nominees for election at the Annual Meeting: Class II Directors | | | | MICHAEL CONNER | 67 | 2018 (1) | | Mr. Conner was elected to our Board in June 2023. He has also served on the Board of Directors of the Bank since November 2018 and continues to do so. He is currently a Director and the President of the board of directors of PESI, Inc., a non-profit continuing education provider, and President of TBG Holdings, LLC, a commercial real estate company. Mr. Conner holds undergraduate and graduate degrees in business from the University of Wisconsin – Eau Claire. His business career spans 40 years and includes marketing/continuing education, retail, and insurance. He also plays active roles in the business programs at the University of Wisconsin – Eau Claire and the Chippewa Valley Technical College. Mr. Conner is a member of the Risk Oversight Committee of the Board of Directors of the Bank. Mr. Conner brings to the Board of Directors professional experience in business management, product development, marketing, and executive leadership, experience with previous directorships, financial experience, experience with cybersecurity, sustainability, compensation and artificial intelligence, compliance, disaster recovery, as well as his knowledge of the Bank, all of which led to the conclusion he should serve as a director of Citizens. | | | | FRANCIS FELBER | 73 | 2017 | | Mr. Felber has served as a member of our Board since September 2017. He has also served on the Board of Directors of the Bank since September 2017, and continues to do so. Mr. Felber brings over 40 years of experience in the agricultural industry to the Board. His career includes time at the Minneapolis Grain Exchange as a grain merchant and merchandised grain on the Chicago Board of Trade. In 1975, Mr. Felber joined his family’s feed and grain country elevator in southern Minnesota and worked there until it was sold in 1982. He remained in the grain, feed, and agronomy business until he joined Jerome Foods, Inc. (Jennie-O Turkey Store, Inc.) in 1990 to manage the Feed Ingredient Purchasing Department. In 2007, Mr. Felber founded Ag Risk Managers Insurance Agency LLC, which specializes in the risk management of crops and livestock. Mr. Felber is a member of the Governance and Nomination Committee of our Board. Mr. Felber brings to the Board substantial experience in the agricultural industry, extensive leadership experience, accounting and financial experience, all of which led to the conclusion that he should serve as a director of Citizens. | | | | NICHOLAS AMUNDSEN | 41 | 2022 (1) | | Mr. Amundsen is first standing for election to our Board at the Annual Meeting. He has served on the Board of Directors of the Bank and the Risk Oversight of the Board of Directors of the Bank since January 2022 and continues to do so. He has served as Chief Executive Officer of Insuraviews, a Milwaukee-based software company that provides an AI-powered platform designed specifically for insurance carriers, since April 2025. Mr. Amundsen was employed as Head of Product by Keeper Security, Inc.. a cybersecurity company providing privileged access management solutions, from January 2024 to May 2024. Prior to that, Mr. Amundsen spent 17 years at Jamf Software, LLC, joining in 2007 as the company’s fifth employee. From 2021 to 2024, he served as Senior Vice President of Strategy, where he played a critical role in shaping the company’s product vision and global expansion as it grew into a leader in Apple Enterprise Management. If elected as a director of Citizens, it is expected that Mr. Amundsen will become a member of the Compensation Committee of our Board. Mr. Amundsen is an alumnus of the University of Wisconsin - Eau Claire. As a seasoned technology executive and entrepreneur with a focus on strategic growth and digital innovation, Mr. Amundsen brings to the Board extensive experience in technology leadership, product development, and scaling high-growth organizations, all of which led to the conclusion he should serve as a director of Citizens. | | |

  5. Information with Respect to Nominees and Continuing Directors

    | Name, Principal Occupation for Past Five Years and Directorships | Age | Director Since (1) | | Incumbent Directors: Class III Directors - Terms Expiring 2027 | | | | KRISTINA M. BOURGET | 61 | 2018 | | Ms. Bourget has served as a member of our Board since March 2018. She has also served on the Board of Directors of the Bank since March 2018, and continues to do so. Ms. Bourget has practiced law for over 25 years in Eau Claire, Wisconsin. From 2015 through 2020, Ms. Bourget served, including as Vice President and General Counsel, at Wisconsin Independent Network (WIN). From 2013 to 2015, Ms. Bourget served as circuit court judge in Eau Claire County, Wisconsin. From 2010 until she was appointed to the bench, she was a stockholder at Bourget Law where she focused on trademark and business matters. From 1998 to 2009, Ms. Bourget served as corporate counsel at Xcel Energy where she was responsible for a wide variety of legal issues. From 1991 to 1997, Ms. Bourget practiced law with Kelly & Ryberg. Ms. Bourget graduated from the University of Wisconsin Law School (cum laude and Order of the Coif) and holds a BBA in Finance and a minor in Accounting from the University of Wisconsin-Eau Claire. Ms. Bourget is the chair of the Compensation Committee of our Board and is a member of the Audit Committee of our Board. Ms. Bourget brings to the Board professional experience related to corporate law, leadership experience, and a financial background, all of which lead to the conclusion she should serve as a director of Citizens. | | | | TIMOTHY L OLSON | 66 | 2018 | | Mr. Olson has served as a member of our Board since March 2018. He has also served on the Board of Directors of the Bank since March 2018, and continues to do so. Mr. Olson is Developer/Co-owner of Arrowhead Properties, LLC and former Vice President of Finance/Co-owner of Royal Construction, Inc., a commercial general contractor/construction management firm in Eau Claire, from 1999 until 2015. Mr. Olson earned his BA and MBA from UW-Eau Claire and has been licensed as a CPA in Wisconsin since 1983. Over the past 24 years, Mr. Olson has been involved in the development and financial management and ownership of a multitude of commercial and multi-family real estate properties in northwest Wisconsin. He also has served as Board Chair for the Eau Claire Chamber of Commerce. Mr. Olson is the Audit Committee Chair and a member of the Governance and Nomination Committee. The Board benefits from Mr. Olson’s leadership and business acumen in the Eau Claire community, his accounting and financial experience, and his qualification as an “audit committee financial expert” under the rules of the Securities and Exchange Commission (the “SEC”). | | |

  6. Information with Respect to Nominees and Continuing Directors

    | Name, Principal Occupation for Past Five Years and Directorships | Age | Director Since (1) | | Incumbent Directors: Class I Directors - Terms Expiring 2028 | | | | STEPHEN M. BIANCHI | 62 | 2017 | | Mr. Bianchi has served as a member of our Board since May 2017 and was appointed as Chairman of the Board in October 2018. Mr. Bianchi has served as President and Chief Executive Officer of the Company and President and Chief Executive Officer of Citizens Community Federal N.A. since June 2016. He has also served on the Board of Directors of the Bank since June 2016, and continues to do so. Mr. Bianchi currently serves on the board of directors of Bankers’ Bank, which is a position he has held since April 2023. He also served as President and Chief Executive Officer of HF Financial Corp. and Home Federal Bank, both based in Sioux Falls, South Dakota from October 2011 through May 2016. Mr. Bianchi was a member of the board of directors of Home Federal Bank. Mr. Bianchi also served in several senior management positions at Wells Fargo Bank and Associated Bank prior to his employment with HF Financial Corp. and Home Federal Bank. Mr. Bianchi holds an MBA from Providence College and a B.S. in Finance from Providence College and has 36 years of banking experience. Among other qualifications, Mr. Bianchi brings to the Board extensive executive leadership. | | | | JAMES D. MOLL | 75 | 2017 | | Mr. Moll has served as a member of our Board since January 2018. He has also served on the Board of Directors of the Bank since January 2018, and continues to do so. Mr. Moll served as the Chief Financial Officer of Wells Financial Corp. (Wells) and its subsidiary, Wells Federal Bank from 1995 to 2016 and served as the Chief Executive Officer and President of Wells from 2015 until August of 2017 when the sale of Wells to the Company was completed. Mr. Moll also served on the Board of Directors of Wells from 2013 until the completion of the sale of Wells to Citizens in 2017. Mr. Moll holds a B.A. in Economics from St. John’s University, Collegeville, MN and a B.S. in Accounting from Minnesota State University, Mankato, MN. Mr. Moll is a member of the Compensation Committee of our Board and a member of the Asset Liability Committee of the Board of Directors of the Bank. Mr. Moll brings substantial experience in the banking industry, extensive leadership experience, previous directorships, and past employment with companies in the same industry as the Company, accounting, financial, compensation, and risk assessment experience, all of which led to the conclusion that he should serve as a director of Citizens. | | | | KATHLEEN S. SKARVAN | 69 | 2018 (1) | | Ms. Skarvan was elected to our Board in June 2022. She has also served on the Board of Directors of the Bank since November 2018, and continues to do so. She is retired from Electromed, Inc., where she served as Chief Executive Officer since 2012, and Chief Executive Officer and President from 2015 until her retirement in July 2023. She also became a director of Electromed, Inc. in 2013, and Chair in July 2023. Ms. Skarvan served as Vice President of Operations at OEM Fabricators, Inc. from November 2011 until October 2012. Prior to her position with OEM Fabricators, Inc., she served in various roles at Hutchinson Technology Incorporated, most recently as the President of the Disk Drive Components Division from April 2007 until March 2011. As President of the Disk Drive Components Division, she managed a public company division with annual revenues in excess of $300 million. She also served as a Senior Vice President of Hutchinson Technology Incorporated from December 2010 to March 2011, and as Vice President of Sales & Marketing of the Disk Drive Components Division from October 2003 until April 2007. Ms. Skarvan served on the Board of Trustees of the St. Cloud State University Foundation from June 2015 to June 2021. She was elected to the board of Clearfield, Inc. in December 2025. She received her bachelor’s degree from St. Cloud State University. Ms. Skarvan is a member of the Audit Committee and the Risk Oversight Committee Chair of the Board of Directors of the Bank. Ms. Skarvan brings to the Board professional experience in business operations and executive leadership roles, compensation experience, risk assessment skills, as well as her knowledge of the Bank, all of which led to the conclusion that she should serve as a director of Citizens. | | |

  7. Information with Respect to Nominees and Continuing Directors

    (1)Includes service on the Board of Directors of the Bank.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. Director Compensation

    Director Compensation The following table summarizes the director compensation for all of our non-employee directors for fiscal 2025.

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | All Other Compensation ($) | | Total ($) | | | Kristina M. Bourget | $ | 42,300 | $ | — | $ | — | $ | 42,300 | | Michael Conner | $ | 45,550 | $ | — | $ | — | $ | 45,550 | | Francis E. Felber | $ | 55,300 | $ | — | $ | — | $ | 55,300 | | James D. Moll | $ | 47,750 | $ | — | $ | — | $ | 47,750 | | Timothy L. Olson | $ | 51,150 | $ | — | $ | — | $ | 51,150 | | Kathleen S. Skarvan | $ | 42,300 | $ | — | $ | — | $ | 42,300 | | Michael L. Swenson (1) | $ | 54,100 | $ | — | $ | — | $ | 54,100 |

  11. Director Compensation

    (1) Mr. Swenson is not standing for re-election at the Annual Meeting.

  12. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below provides information for fiscal 2025 and 2024 regarding compensation paid by the Company to the persons who served as our named executive officers.

  13. Summary Compensation Table

    Summary Compensation Table

  14. Summary Compensation Table

    | Name and Principal Position | Period | Salary (1) | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Stephen M. Bianchi | FY 2025 | $420,125 | $147,044 | $— | $181,804 | $42,753 | $791,726 | | CEO and Principal Executive Officer | FY 2024 | $394,124 | $138,720 | $— | $167,503 | $44,408 | $744,755 | | James S. Broucek | FY 2025 | $257,891 | $77,367 | $— | $97,721 | $22,567 | $455,546 | | CFO and Principal Accounting Officer | FY 2024 | $239,670 | $72,306 | $— | $89,876 | $19,415 | $421,267 |

  15. Summary Compensation Table

    1.Represents the aggregate amount actually earned by each executive when aggregating each pay period amount paid between (and including) January 1, 2025, and December 31, 2025, and between January 1, 2024, and December 31, 2024, respectively. 2.Represents the grant date fair value of time-based and performance-based phantom stock awards granted in the applicable fiscal year. 3.Represents cash bonuses awarded under our Short-Term Incentive Plan by our Compensation Committee to each listed officer in connection with our financial performance and each officer’s achievement of certain pre-determined individual performance goals. Awards earned during any given fiscal year are payable in the next fiscal year. 4.The table below shows the components of this column for fiscal 2025, which include our match for each individual’s 401(k) plan contributions, automobile allowance, HSA contribution, and PTO cash payout equal to one week's salary, which is available to all eligible employees, and premiums for supplemental disability insurance.

  16. Summary Compensation Table

    | Name and Principal Position | 401(k) Match | Auto | HSA Contribution | PTO Cash Pay Out | Supplemental Disability Insurance Premiums | Total “All Other Compensation” | | Stephen M. Bianchi | $14,132 | $12,000 | $1,323 | $7,622 | $7,676 | $42,753 | | CEO and Principal Executive Officer | | | | | | | | James S. Broucek | $13,967 | $— | $945 | $4,635 | $3,020 | $22,567 | | CFO and Principal Accounting Officer | | | | | | |

  17. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following tables set forth information on outstanding options, restricted stock and phantom stock awards held by the named executive officers at December 31, 2025, including the number of shares underlying fully vested and exercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option, the number of shares of restricted stock and time-based phantom stock held at fiscal year-end that had not yet vested, and the number of shares of performance-based phantom stock held at fiscal year-end that had not yet been earned or vested.

  18. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Stephen M. Bianchi (2) | 10,000 | — | $11.00 | 6/24/2026 | — | $— | — | $— | | Stephen M. Bianchi (3) | — | — | $— | NA | 1,816 | $32,361 | — | $— | | Stephen M. Bianchi (4) | — | — | $— | NA | 3,893 | $69,373 | — | $— | | Stephen M. Bianchi (5) | — | — | $— | NA | — | $— | 5,838 | $95,101 | | Stephen M. Bianchi (6) | — | — | $— | NA | 4,569 | $81,420 | — | $— | | Stephen M. Bianchi (7) | — | — | $— | NA | — | $— | 4,569 | $74,429 | | James S. Broucek (8) | 8,000 | — | $13.60 | 10/31/2027 | — | $— | — | $— | | James S. Broucek (9) | — | — | $— | NA | 947 | $16,876 | — | $— | | James S. Broucek (10) | — | — | $— | NA | 2,029 | $36,157 | — | $— | | James S. Broucek (11) | — | — | $— | NA | — | $— | 3,043 | $49,570 | | James S. Broucek (12) | — | — | $— | NA | 2,403 | $42,821 | — | $— | | James S. Broucek (13) | — | — | $— | NA | — | $— | 2,404 | $39,161 |

  19. Outstanding Equity Awards at Fiscal Year End

    | 1. | Market value equals the closing market price of our Common Stock on December 31, 2025, which was $17.82, multiplied by the number of shares of restricted stock or phantom stock that have not vested as of such date. | | 2. | The Common Stock options vested pro rata over a five-year period on each of June 24, 2017, June 24, 2018, June 24, 2019, June 24, 2020, and June 24, 2021. | | 3. | The restricted shares of Common Stock vest pro rata over a three year period on each January 19, 2024, January 19, 2025, and January 19, 2026. | | 4. | The time-based award of phantom stock vests pro rata over a three-year period on each January 25, 2025, January 25, 2026, and January 25, 2027. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock on the anniversary of the award date each year. | | 5. | The performance-based award of phantom stock vests upon achievement of the performance criteria at the end of the three year period ending on December 31, 2026. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock, upon achievement of the performance criteria and ratification of the compensation committee in January 2027. | | 6. | The time-based award of phantom stock vests pro rata over a three-year period on each January 23, 2026, January 23, 2027, and January 23, 2028. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock on the anniversary of the award date each year. | | 7. | The performance-based award of phantom stock vests upon achievement of the performance criteria at the end of the three year period ending on December 31, 2027. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock, upon achievement of the performance criteria and ratification of the compensation committee in January 2028. | | 8. | The Common Stock options vested pro rata over a five-year period on each of October 31, 2018, October 31, 2019, October 31, 2020, October 31, 2021, and October 31, 2022. | | 9. | The restricted shares of Common Stock vest pro rata over a three-year period on each January 19, 2024, January 19, 2025, and January 19, 2026. | | 10. | The time-based award of phantom stock vests pro rata over a three-year period on each January 25, 2025, January 25, 2026, and January 25, 2027. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock on the anniversary of the award date each year. | | 11. | The performance-based award of phantom stock vests upon achievement of the performance criteria at the end of the three year period ending on December 31, 2026. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock, upon achievement of the performance criteria and ratification of the compensation committee in January 2027. | | 12. | The time-based award of phantom stock vests pro rata over a three-year period on each January 23, 2026, January 23, 2027, and January 23, 2028. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock on the anniversary of the award date each year. | | 13. | The performance-based award of phantom stock vests upon achievement of the performance criteria at the end of the three year period ending on December 31, 2027. The ultimate cash payout of these awards will be based on the closing share price of the Common Stock, upon achievement of the performance criteria and ratification of the compensation committee in January 2028. |

  20. CEO Pay Ratio

    CEO Pay Ratio The Company is providing the following information, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, regarding the ratio of the total compensation of its median employee for 2025 to the total compensation of Stephen M. Bianchi, the Company’s President and Chief Executive Officer (the “CEO”), for 2025. The Company considers the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements in Item 402(u) of Regulation S-K. For the year ended December 31, 2025: •The median of the annual total compensation of all of our employees (other than the CEO) for the year ended December 31, 2025, was $55,411; and •The annual total compensation of the CEO, as reported in the Summary Compensation Table above, was $791,726. Based on this information, for 2025, the annual total compensation of our CEO was approximately 14.3 times the median total compensation of all of our employees (other than the CEO) for the year ended December 31, 2025.

  21. Pay-versus-Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Summary Compensation Table Total for Non-CEO NEO (2) | Compensation Actually Paid to Non-CEO NEO (2) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return ("TSR") | Net Income | | 2025 | $791,726 | $823,277 | $455,546 | $472,054 | $158 | $14,420,000 | | 2024 | $744,755 | $848,105 | $421,267 | $475,106 | $141 | $13,751,000 | | 2023 | $670,565 | $667,849 | $364,325 | $362,819 | $89 | $13,059,000 |

  22. Pay-versus-Performance

    | | Summary Compensation Table | | Current Year Stock Awards | | Prior Stock Awards | | | | | Year | Total Compensation | Stock Awards | Year End Fair Value of Awards Outstanding & Unvested | Vest Date Fair Value of Awards Granted & Vested in Current Year | Change in Fair Value of Awards Outstanding & Unvested | Change in Fair Value of Awards Vested in Current Year | Total Dividends Paid on Unvested Awards | Compensation Actually Paid (CAP) | | 2025 | $791,726 | $(147,044) | $162,840 | $0 | $17,666 | $(2,565) | $654 | $823,277 | | 2024 | $744,755 | $(138,720) | $190,218 | $0 | $48,648 | $1,548 | $1,656 | $848,105 | | 2023 | $670,565 | $(134,675) | $127,592 | $0 | $(2,989) | $4,408 | $2,948 | $667,849 |

  23. Pay-versus-Performance

    | | Summary Compensation Table | | Current Year Stock Awards | | Prior Stock Awards | | | | | Year | Total Compensation | Stock Awards | Year End Fair Value of Awards Outstanding & Unvested | Vest Date Fair Value of Awards Granted & Vested in Current Year | Change in Fair Value of Awards Outstanding & Unvested | Change in Fair Value of Awards Vested in Current Year | Total Dividends Paid on Unvested Awards | Compensation Actually Paid (CAP) | | 2025 | $455,546 | $(77,367) | $85,660 | $0 | $9,210 | $(1,336) | $341 | $472,054 | | 2024 | $421,267 | $(72,306) | $99,140 | $0 | $25,360 | $782 | $863 | $475,106 | | 2023 | $364,325 | $(70,192) | $66,501 | $0 | $(1,548) | $2,206 | $1,527 | $362,819 |

  24. Description of Pay Versus Performance

    Description of Pay Versus Performance As described above, a significant portion of annual target compensation awarded to management is compensation at risk because it depends on our company’s performance against pre-established performance goals. The amounts reflected as “Compensation Actually Paid” represent a new required calculation of compensation that differs from our Summary Compensation Table calculation of compensation. This “Compensation Actually Paid” calculation methodology also differs from how our Compensation Committee views annual compensation decisions. The following chart sets forth the relationship between PEO CAP, Non-PEO NEO CAP and our company’s TSR during fiscal years 2023 through 2025. The following chart sets forth the relationship between PEO CAP, Non-PEO Cap and our Company's net income during fiscal years 2023 through 2025.