STOCK-BASED AND OTHER COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

On March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. approved the 2018 Equity Incentive Plan. The aggregate number of shares of common stock initially reserved and available for issuance under the 2018 Equity Incentive Plan was 350,000 shares. As of December 31, 2024, 315,947 restricted shares had been granted under this plan. This amount includes 8,805 shares of performance based restricted stock granted in 2021 and issued in January 2024 upon achievement of the performance criteria and completion of the three year performance period beginning in January 2021 and ending December 31, 2023. This amount also includes 18,551 shares of performance based restricted stock granted in 2020 and issued in January 2023 upon achievement of the performance criteria and completion of the three year performance period beginning in January 2020 and ending December 31, 2022. As of December 31, 2024, no stock options had been granted under this plan.

In February 2008, the Company’s stockholders approved the Company’s 2008 Equity Incentive Plan for a term of 10 years. Due to the plan’s expiration, no new awards can be granted under this plan. As of December 31, 2024, there are no awarded unvested restricted shares and 52,000 awarded unexercised options remaining from the plan. Options granted under this plan vested pro rata over a five-year period from the grant date and were fully vested as of October 2022. Unexercised incentive stock options expire within 10 years of the grant date.

Net compensation expense related to restricted stock awards from these plans was $631 and $722 for the years ended December 31, 2024 and 2023, respectively. The remaining unrecognized compensation expense on restricted stock awards is $187 at December 31, 2024.

Restricted Common Stock Awards


	Year ended			Year ended
	December 31, 2024			December 31, 2023

	Number of Shares	Weighted Average Grant Price		Number of Shares	Weighted Average Grant Price
Restricted Shares
Unvested and outstanding at beginning of year	75,601	$	12.41	75,626	$	12.30
Granted	16,955	11.88		50,606	12.36
Vested	(53,139)	12.19		(45,879)	12.24
Forfeited	(246)	11.88		(4,752)	11.78
Unvested and outstanding at end of period	39,171	$	12.48	75,601	$	12.41


	December 31, 2024
	Number of Shares	Weighted Average Grant Price
Performance Based Restricted Shares
Unvested at beginning of year	41,993	$	12.61
Granted	—	—
Vested and issued	(8,805)	10.78
Forfeited	—	—
Unvested at end of period	33,188	$	13.09

Common Stock Option Awards


	Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Year ended December 31, 2024
Outstanding at beginning of year	54,000	$	11.59

Exercised	(2,000)	11.00
Forfeited or expired	—	—
Outstanding at end of period	52,000	$	11.62	1.85	$	243
Exercisable at end of period	52,000	$	11.62	1.85	$	243

Year ended December 31, 2023
Outstanding at beginning of year	58,000	$	11.51

Exercised	(3,000)	9.21
Forfeited or expired	(1,000)	13.76
Outstanding at end of year	54,000	$	11.59	2.84	$	46
Exercisable at end of year	54,000	$	11.59	2.84	$	46

Information related to the 2008 Equity Incentive Plan during each period follows:


	Year ended December 31,		Year ended December 31,
	2024		2023
Intrinsic value of options exercised	$	12	$	2
Cash received from options exercised	$	22	$	28
Tax benefit realized from options exercised	$	—	$	—

Other Compensation

On January 25, 2024, the Company’s board of directors approved a phantom stock plan as part of the Company’s long-term incentive plan. The Plan allows certain employees to earn future cash awards linked to the company’s future common share price for time and performance based cash awards. The performance based cash awards vest based on a combination of a three-year time period and performance targets based on the Company’s return on equity. For performance based awards, the ultimate cash payout of these awards will be based on the January 25, 2027 closing share price of the Company’s common stock. The time based cash awards vest ratably over a three-year time period. For time based awards, the ultimate cash payout of these awards will be based on the closing share price of the Company’s common stock on the anniversary of the award date each year. On January 25, 2024, time based awards were based on 18,509 shares and performance based awards were based on 18,505 shares.

At the end of each reporting period, the Company estimates its potential liability related to the Plan and records any change to this liability as compensation expense in the consolidated statement of operations. At December 31, 2024, the related liability was $190, which is included in other liabilities on the consolidated balance sheet. For the year ended December 31, 2024, the Company recorded related expense of $190, which is included in compensation and related benefits/non-interest expense on the Company’s consolidated statement of operations.