DEF 14A of Nicolet Bankshares Inc, Mar 18, 2025

DEF 14A of Nicolet Bankshares Inc

Filed Mar 18, 2025 · FY20240001174850-25-000016

Open on EDGAR

  1. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS The Board members as of the date of this Proxy Statement include the following fifteen (15) individuals:

  2. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | Marcia M. Anderson | Lynn D. Davis | Brenda L. Johnson | Oliver Pierce Smith | | Robert B. Atwell | John N. Dykema | Donald J. Long, Jr. | Glen E. Tellock | | Héctor Colón | Christopher J. Ghidorzi | Dustin J. McClone | Robert J. Weyers | | Michael E. Daniels | Andrew F. Hetzel, Jr. | Susan L. Merkatoris | |

  3. INFORMATION ABOUT THE BOARD OF DIRECTORS

    For additional biographical information on the fifteen (15) director nominees, see PROPOSAL 1 - Election of Directors.

  4. Director Compensation

    Director Compensation The Board’s philosophy for director compensation is to provide Nicolet with the best opportunity to compete for, attract and retain qualified board members; compensate board members fairly and in alignment with shareholders’ interests; and be fiscally responsible for the long-term success and viability of Nicolet. The director compensation philosophy also identifies the goal of balancing fees paid with the number of directors to ensure director compensation is both reasonable and competitive in total. The Compensation Committee evaluates the competitiveness of director compensation on an ongoing basis with the assistance of peer group benchmarking studies and makes pay recommendations to the full Board for approval at least annually, utilizing compensation studies, banking industry surveys, and proxy disclosures of public bank peer companies, among other information. While board compensation is reported below on a calendar year basis, board compensation is generally established by the Committee for May to April, to coincide with the annual meeting director election and reassignment of committees. During 2023, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide a comprehensive review of board compensation, which resulted in changes to the board compensation for 2024 (as discussed below). For additional information on the scope and services provided by Pearl Meyer for the executive compensation review, see “EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS - Use of Independent Compensation Consultant and Peer Group Benchmarking.” Following the 2024 Annual Meeting of Shareholders, the Compensation Committee approved pay (for board service from May 2024 through April 2025) to include a $50,000 equity retainer, a $20,000 cash retainer, and cash per-meeting fees for each committee (at $1,000 for each committee meeting of Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, and Trust Committees, and $500 for each committee meeting of DLC). In addition, the Audit Committee chair received a $15,000 annual cash retainer, the Compensation Committee chair received a $10,000 annual cash retainer, and the Nominating & Governance chair received a $5,000 annual cash retainer. The $50,000 May 2024 equity retainer resulted in 626 shares being granted and immediately vested to each non-employee director (based on the $79.83 closing stock price as of the grant date). We believe immediate vesting is appropriate for the equity retainer granted to directors as it is part of the annual director compensation package. Non-employee directors also have the option each year to elect to receive their cash fee compensation (if any) in the form of Company common stock through the Deferred Compensation Plan for Non-Employee Directors. In comparison, following the 2023 Annual Meeting of Shareholders, the Compensation Committee approved pay (for board service from May 2023 through April 2024) to include a $50,000 equity retainer, a $10,000 annual cash retainer to the Audit Committee chair, and cash per-meeting fees (at $1,000 for each Board meeting, $750 for each committee meeting of Audit, Compensation, and Nominating & Governance Committees, and $500 for each committee meeting of Executive, ALCO, Trust, and DLC). The $50,000 May 2023 equity retainer resulted in 898 shares being granted and immediately vested to each non-employee director (based upon the $55.65 closing stock price as of the grant date). The following table shows information concerning the compensation to non-employee directors of Nicolet and its subsidiaries for their services as directors for the 2024 calendar year. Employee directors do not receive any additional compensation for their services as a director.

  5. Director Compensation for 2024 (2)

    Director Compensation for 2024 (2)

  6. Director Compensation for 2024 (2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Marcia M. Anderson | $31,000 | $49,974 | $80,974 | | Robert B. Atwell * | 29,500 | 49,974 | 79,474 | | Héctor Colón * | 28,000 | 49,974 | 77,974 | | Lynn D. Davis | 30,500 | 49,974 | 80,474 | | John N. Dykema * | 45,000 | 49,974 | 94,974 | | Christopher J. Ghidorzi * | 35,500 | 49,974 | 85,474 | | Andrew F. Hetzel, Jr. * | 29,500 | 49,974 | 79,474 | | Brenda L. Johnson* | 31,000 | 49,974 | 80,974 | | Donald J. Long, Jr. * | 31,500 | 49,974 | 81,474 | | Dustin J. McClone * | 30,000 | 49,974 | 79,974 | | Susan L. Merkatoris | 53,250 | 49,974 | 103,224 | | Oliver Pierce Smith | 32,250 | 49,974 | 82,224 | | Glen E. Tellock | 35,750 | 49,974 | 85,724 | | Robert J. Weyers * | 35,500 | 49,974 | 85,474 | | * For the nine directors noted, 100% of their 2024 cash director fees were remitted to the Directors Deferred Compensation Plan and used by the plan quarterly to purchase Nicolet common stock on behalf of the director, except for Mr. Ghidorzi who elected to defer 50% of his director compensation. | | | | | 1 Reflects the grant date fair value of the awards of immediately vesting restricted stock granted during the calendar year as computed in accordance with applicable accounting guidance. Each non-employee director serving as of May 28, 2024, was granted an award of 626 shares of immediately vesting restricted stock (the number of whole shares closest to $50,000 based upon the $79.83 closing stock price on the grant date). | | | | | 2 Director compensation did not include Option awards, Non-equity incentive plan compensation, Change in pension value or non-qualified deferred compensation earnings, or Other compensation; hence, the table above excluded these zero-based columns. | | | |

  7. Executive Compensation Philosophy and Summary

    Executive Compensation Philosophy and Summary Nicolet has a distinctly entrepreneurial approach to its executive compensation philosophy, which has included the use of episodic equity-based incentives at the inception of identified performance periods (typically based on a five-year strategic horizon with awards carrying a five-year vesting period), in addition to competitive base salaries, annual target incentives (typically based on a percentage of salary, including a short-term incentive portion to be paid immediately in cash and a long-term incentive portion paid in equity that vests ratably over a five-year period) and competitive benefits. Nicolet also has the ability to selectively and subjectively make company contributions (“Company Contributions”) under Nicolet’s nonqualified deferred compensation (“NQDC”). All these components of compensation reward individual actions and performance; provide a mix of short-term and long-term compensation; allow us to attract, retain and motivate high-quality, skilled executives; and pay for performance over the longer term that is in alignment with Nicolet’s vision, strategic plans, and shareholder interests. We use executive compensation to reinforce the owner-managed culture at the heart of Nicolet’s conceptual long-term market impact, financial performance, and stock price performance. In particular, the Board believes that a strong employee equity interest in future stock price appreciation has consistently driven exceptional shareholder returns. This long-term performance supports the Board’s position that equity is both a correlated and strong driver of long-term shareholder return. It incentivizes named executive officers to work for the long-term sustained prosperity of Nicolet, and reflects an aligned pay-for-performance philosophy.

  8. Our Compensation Philosophy is Grounded in our Values, Vision, and Mission

    Our Compensation Philosophy is Grounded in our Values, Vision, and Mission Nicolet was founded upon five core values (Be Real, Be Responsive, Be Personal, Be Memorable, and Be Entrepreneurial) which each of our employees embody to create a distinct competitive positioning in the markets within which we operate. Our mission is to be the lead community bank within the communities we serve, while our vision is to optimize the long-term return to our customers, employees, and shareholders (the “3 Circles”). Collectively, these embed a long-term focus in our leadership and business model. Our longer-term compensation philosophy, which may contrast with that of other banks, is described in more detail below. We have historically weighted our compensation programs heavily toward long-term option-based equity rewards whose value results from shareholder value creation, rather than those which tie a preponderance of rewards to a few short-term metrics, creating a short-term mentality that may not serve the long-term interests of Nicolet and its shareholders. As such, we have occasionally rewarded our executives with periodic large grants of stock options which ties them to our value of “Be Entrepreneurial,” as our executives only realize value from these episodic option grants in the event the stock price appreciates. This aligned our executives’ personal compensation goals and levels with the increase in value the shareholders realize over time. As Nicolet has matured, the long-term incentive compensation mix evolved where larger option-based equity awards have largely been replaced by restricted stock grants to better align a portion of compensation to shareholder long-term interests of retention and smooth succession. Additionally, compensation expense related to equity-based awards is disclosed in the Proxy summary compensation tables in the year granted, and therefore our larger episodic awards have inflated compensation numbers of our NEOs in certain years.

  9. Our History Underlying Executive Compensation

    Our History Underlying Executive Compensation Since its founding in 2000, Nicolet has aligned employees and their compensation with shareholder interests over the long-term through ownership in the Company. Our incentive programs have historically included a larger than conventional ratio of equity-based compensation as a percentage of total compensation, primarily in the form of stock options. Employees realize the value of any stock option grant only when success is sustained, and reflected through a rising stock price, which aligns with value creation for our shareholders over the long-term. If the stock price does not increase over the strike price at grant, executives realize no value from the option awards. However, as the Company has matured, equity-based compensation for our NEOs has also evolved, and as noted above, we have shifted more to equity-based awards other than options, which have primarily been restricted stock awards. While we have used restricted stock as a long-term incentive for our NEOs and other senior leaders for more than a decade, the size, structure, and vesting schedules have evolved with time. Beginning in 2024, we granted restricted stock as a portion of the long-term equity incentive bonus program to our senior management team, which vests ratably over a 5-year period, while prior to 2024, we granted restricted stock as a portion of the annual variable incentive bonus program to our senior management team, which vested one-third immediately and one-third on the next two anniversary dates. We may also selectively and subjectively use Company Contributions under the NQDC plan to allow the mix of incentive compensation to be meaningful to recipients and to achieve retention or succession-related goals.

  10. Objectives of the Compensation Program

    Objectives of the Compensation Program In designing and implementing the compensation program for our executive officers, we primarily intend to: •attract, motivate, and retain highly skilled executives in a competitive environment; •provide appropriate financial incentives for results, which aligns the financial interests of our executives and shareholders, and inspires and rewards behavior that promotes sustainable growth in shareholder value; •balance base compensation with pay-for-performance compensation by ensuring that a significant portion of total compensation is determined by financial operating results and creation of shareholder value; and •motivate our executives to manage the business to generate positive short-term and long-term results without creating unnecessary or excessive risks to Nicolet. The design of our current compensation program incorporates compensation components that are widely used by companies within our industry, and are applied in combination to achieve the objectives noted above. Within our peer group companies, the mix of components as a percentage of total executive compensation varies; our program had been more heavily weighted toward appreciation-based equity in the form of stock options to reward our executives when they create significant and sustained performance above industry averages, thereby creating shareholder value. However, as noted above, we have recently shifted to providing restricted stock awards to our NEOs as an alternative form of equity-based compensation. We believe that providing high impact leaders with opportunities to share in Nicolet’s value creation for its shareholders over a longer period through the use of equity awards is not dilutive, but rather accretive by aligning our executives’ interests with our shareholders over the longer term, and in creating a greater shared return for all those who invest in Nicolet through their patronage, time, effort and/or financial investment. We acknowledge that a range of factors impact stock performance and, consequently, the value of equity-based compensation. Some of the factors are internally controlled and some are not, and we fully understand that an emphasis on stock-based compensation can result in executives benefiting from those external factors, perhaps as much as the internal factors. We appreciate that some companies try to structure incentive compensation in such a way to minimize the effect of external factors. The risk of this is that it has the potential for executives being heavily compensated in situations in which the shareholders are not similarly benefiting. No compensation system is perfect. We recognize this and have leaned toward executive alignment with shareholders rather than the alternative.

  11. Pay for Performance Criteria and Process

    The Committee and the Board award incentives by evaluating Company and individual performance in a holistic fashion, considering actual results and achievements in the above three areas against our strategic objectives, expectations and improvements over the prior year; overall industry and marketplace conditions; and readiness for continued and future goal attainment in line with our strategic plans. In addition to the absolute quantitative measurement of financial results in the above three areas, we also evaluate the qualitative nature of our results, relative to peers and the market. We believe that this approach of evaluating internal performance in light of external factors results in superior long-term value creation compared to an approach that relies on a few selected objective internal metrics based solely on a formulaic calculation that weights individual metrics in any single year, as it serves to mitigate risks that employees might take to achieve a single numerical goal that would threaten the long-term health and viability of Nicolet. Clawback. Nicolet’s incentive compensation philosophy clearly specifies that any and all cash bonus payments, retention awards, and/or equity incentive compensation which may be paid to selected officers are subject to recovery or “clawback” by the Company if such payments were based on financial statements or other performance metric criteria which are later found to be materially inaccurate. For additional information on this policy, see “Clawback Policy.” Perspective: The Committee has compensation data available from consultants, studies, and peer groups to provide perspective on pay levels and pay mix to executives, as well as the ability to compare Nicolet’s financial results to peer groups and others in the industry. This comparative data is generally historical (lagging by an annual period), whereas the decision-making process of the Committee is real-time in awarding current year awards for current year results (financial and non-financial goals) and in setting next year salary levels. For example, the Committee will see comparative data on 2024 total compensation for executives in mid-2025, well after the Committee makes its decisions for 2025. Therefore, the Committee values the comparative lagged data as well as the most recent say-on-pay vote for perspective and context. The Committee does not set any named executive’s pay (salary, incentive, total pay or pay mix) using formal target ranges (such as median, above median or a multiple of median) of a comparatively titled executive. The Committee instead sets incentives and pay each year supported mainly by performance achieved toward goals, as well as its comprehensive evaluation of the many factors already discussed and lagged peer data.

  12. Changes to the 2025 Short and Long-Term Incentive Program

    Changes to the 2025 Short and Long-Term Incentive Program The Committee constantly assesses the short and long-term incentive programs of the CEO and other named executive officers. Since the Company was founded in 2000, it has utilized a number of compensation tools and programs to incentivize and reward its employees and executives. Each program has closely aligned incentive pay with performance of the Company and the individual in any given year and has tied long-term incentives with long-term shareholder value creation. This core philosophy has been maintained as Nicolet has grown from a private company to what it is today - a high performing, highly valued community bank traded on the New York Stock Exchange. Over the past several years, the Company and Committee have received feedback from shareholders, potential investors, and advisory firms that made recommendations for how our incentive programs should evolve as Nicolet has become a larger company. One area of feedback has been in the methodology used to determine NEO incentive compensation. As noted above, our short-term incentive compensation program is unlike many of our peers in that incentive awards are generally made in cash, and that the Committee uses more discretion in setting those awards. While we have provided additional data and rationale around the Committee’s award process in recent years, we have avoided a pure formulaic approach to setting compensation. The Committee felt the formulaic approach ran contrary to the compensation philosophy of the Company and could lead to management focusing on meeting short-term goals rather than creating longer term shareholder value. After additional feedback from investors, consultation with our compensation consultants, and in-depth internal discussion and analysis, the Compensation Committee has decided to change the incentive award program beginning in 2025 for the CEO role. The objective of an annual short-term cash incentive is to deliver variable compensation that is tied to the alignment of certain financial results of the Company, as well as individual goals of the executive. After thoughtful consideration by the Committee about which goals and objectives made sense, it was determined that a simpler approach is better, and that the financial performance component should be as straightforward and transparent as possible. As such, 75% of the annual incentive compensation weighting was set using an objective earnings per share (EPS) performance metric. The Committee felt that EPS is the primary driver of long-term shareholder return and represents the culmination of the CEO’s and executive officers’ efforts regarding profitability, revenue growth, expense management, and other elements. EPS is also a fundamental driver of stock price, which is the ultimate determinant of shareholder value. Additionally, the Committee wanted to maintain a discretionary aspect of the program and has therefore determined the remaining 25% of annual incentive compensation will be tied to certain goals of the CEO. Those individual goals are largely tied to growth of the Company (through both organic means and M&A), soundness of the loan portfolio, and profitability of the Company and its various business lines.

  13. Use of Independent Compensation Consultant and Peer Group Benchmarking

    Use of Independent Compensation Consultant and Peer Group Benchmarking The Committee has authority to retain outside counsel, experts, compensation consultants and other advisors, as needed. The Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its Charter, the Committee hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant beginning in 2023. Pearl Meyer is retained by, and reports directly to, the Committee, and provided no other services to Nicolet. Based on standards promulgated by the SEC and NYSE to assess compensation advisor independence, as well as analyses conducted by Pearl Meyer in its respective independence review, the Committee has concluded that Pearl Meyer is an independent and conflict-free advisor to the Committee. Pearl Meyer may periodically attend meetings of the Compensation Committee, physically or by phone, and with or without management present. Pearl Meyer assists the Committee in, among other things, applying our compensation philosophy for our executive officers and non-employee directors, analyzing current compensation conditions in the marketplace generally and among our peers specifically, and assessing the competitiveness and appropriateness of compensation levels for our executive officers. For the Committee’s use in 2024, Pearl Meyer was engaged to provide an executive compensation assessment. This report evaluated the pay of Nicolet’s named executive officers to that of a custom peer group. To provide supplemental information, Nicolet also participated in certain financial industry compensation surveys with firms other than Pearl Meyer. While Nicolet considers the external market information provided in these reports, it does not exclusively rely upon them to make compensation decisions. In its review of our executive compensation programs, the Committee evaluates a peer group annually. The peer group is comprised of banks with similar characteristics (size, regional proximity, publicly traded, and similar business model). Our peer group parameters included banks with Midwest based headquarters and an asset size between $6 billion and $18 billion. The peer group for 2024 was adjusted to remove 3 peer banks exceeding the defined asset size (First Financial Bancorp, First Merchants Corporation, and WesBanco, Inc.) and replace them with 3 new peer banks (Northwest Bancshares, Inc., First Commonwealth Financial Corporation, and S&T Bancorp, Inc.). The peer group is comprised of 24 peer banks, and included the following entities.

  14. Use of Independent Compensation Consultant and Peer Group Benchmarking

    | 1st Source Corporation | First Commonwealth Financial Corporation | Northwest Bancshares, Inc. | | BancFirst Corporation | First Mid Bancshares, Inc. | Park National Corporation | | Byline Bancorp, Inc. | German American Bancorp, Inc. | Peoples Bancorp, Inc. | | City Holding Company | Horizon Bancorp, Inc. | Premier Financial Corp. | | CrossFirst Bankshares, Inc. | Lakeland Financial Corporation | QCR Holdings, Inc. | | Enterprise Financial Services Corp. | Merchants Bancorp | Republic Bancorp, Inc. | | FB Financial Corporation | Midland States Bancorp, Inc. | S&T Bancorp, Inc. | | First Busey Corporation | MidWestOne Financial Group, Inc. | Stock Yards Bancorp, Inc. |

  15. Use of Independent Compensation Consultant and Peer Group Benchmarking

    As perspective for the Compensation Committee in 2024, Pearl Meyer’s assessment of Nicolet’s compensation practices and levels in the comprehensive reports concluded: •Total cash compensation (base salary + annual cash incentives / bonus) of the named executive officers is considered competitive to peers. •Total direct compensation (cash compensation + equity awards) is aligned with the market 75th percentile. •Total remuneration (direct compensation + all other compensation) are positioned above the 75th percentile of peers.

  16. Annual Variable Incentive Bonus

    Annual Variable Incentive Bonus The annual variable incentive bonus is represented as a target percentage of salary, payable in cash for attainment of goals. The Committee reviews the target bonus percentages annually, considering each executive’s experience level, duties and responsibilities, Company performance, overall compensation objectives, and to remain competitive with peer compensation practices. For 2024, the Company changed the format of its annual variable incentive bonus to only include a cash component, and the restricted stock component became a long-term equity incentive (discussed below). For 2023 and prior years, the annual variable incentive bonus included a cash portion and a portion in restricted stock (which vested one-third immediately and one-third on the next two anniversary dates), payable for attainment of goals. The 2024 and 2023 annual variable incentive bonus target percentages for each NEO are summarized below.

  17. Annual Variable Incentive Bonus

    | Name | Target Annual Variable Incentive Bonus % | % Cash of Target Annual Variable Incentive Bonus | % Equity of Target Incentive ** | Target % for NQDC | | 2024 Targets: | | | | | | Michael E. Daniels | 100% | 100% | 100% | N/A | | H. Phillip Moore, Jr. | 60% | 60% | 60% | N/A | | Eric J. Witczak | 60% | 60% | 60% | N/A | | Brad V. Hutjens | 60% | 60% | 60% | N/A | | William M. Bohn * | 60% | 60% | 60% | N/A | | 2023 Targets: | | | | | | Michael E. Daniels | 75% | 50% | 25% | 70% | | H. Phillip Moore, Jr. | 60% | 40% | 20% | 50% | | Eric J. Witczak | 60% | 40% | 20% | 30% | | Brad V. Hutjens | 60% | 40% | 20% | 30% | | William M. Bohn * | N/A | N/A | N/A | N/A |

  18. Annual Variable Incentive Bonus

    * Mr. Bohn joined the Company effective April 15, 2024. ** For 2024, the equity target incentive is part of the long-term equity incentive, while for 2023, the equity target incentive was a component of the annual variable incentive bonus. Based on the results for 2024 (see “2024 Summary Financial Results”), each individual’s performance assessment, and perspective of the total compensation package for each executive, the Committee awarded a 150% multiple of target incentive (cash and equity) for each named executive officer, applied to the base salary. The Committee determined that the assigned multiple of target incentive bonus was warranted mainly due to a) 2024 record earnings (as discussed above); b) pristine asset quality; and c) satisfactory progress toward long-term growth strategies.

  19. Long-Term Equity Incentives

    Long-Term Equity Incentives The long-term equity incentive is represented as a target percentage of salary, payable in restricted stock for attainment of goals, and vests ratably over a five year period. For 2024, the restricted stock values reflected in the Summary Compensation Table are the long-term equity incentive payable at the 150% of base salary multiple. In addition, Mr. Bohn received 10,000 restricted stock awards and 50,000 stock options effective with his start date of April 15, 2024.

  20. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The NQDC plan was initially developed to accommodate voluntary contributions from highly compensated employees wishing to defer income for post-retirement, as well as to accommodate contributions from the Company to key executives that are common in the industry to support long-term compensation and succession planning. In 2024, the Committee approved Company Contributions to the NQDC plan of $0.5 million for 5 individuals, including $0.4 million to Mr. Moore that vested immediately in accordance with the terms of his employment agreement. In comparison, for 2023, the Committee approved Company Contributions to the NQDC plan of $1.4 million for 25 individuals, including $0.8 million to the NEOs that vested immediately for Mr. Atwell and will vest over two years for all remaining NEOs (with one-third vested immediately and one-third vesting on the next two anniversary dates). The Company Contributions under the NQDC plan provided to the named executive officers are included in the Summary Compensation table, described under the column titled “All Other Compensation.”

  21. Stock and Benefit Plan Summaries

    Stock and Benefit Plan Summaries 2011 Long-Term Incentive Plan (“2011 LTIP”). Nicolet’s 2011 LTIP, as subsequently amended with shareholder approval, has reserved 3,000,000 shares of Nicolet common stock for potential stock-based awards. The Committee oversees the plan and grants equity awards in accordance with the plan documents to certain officers, employees and directors of the Company. This plan provides for certain stock-based awards such as, but not limited to, stock options, stock appreciation rights and restricted common stock, as well as cash performance awards. Under this plan at December 31, 2024, approximately 1.2 million option grants were outstanding, of which 0.8 million were exercisable and approximately 94,000 restricted shares remain unvested. As of December 31, 2024, approximately 0.5 million shares were available for grant under the 2011 LTIP. Nonqualified Deferred Compensation Plan. Nicolet sponsors a deferred compensation plan for certain key management employees. Under this plan, eligible employees designated by the Board through the actions of the Committee may elect to defer compensation (up to 75% of base salary and up to 100% of an annual cash bonus) and the Company may make contributions on behalf of one or more eligible plan participants (“Company Contributions”). Such Company Contributions are made to the plan on behalf of an eligible employee’s retirement account and have been used to improve the mix of long-term compensation, providing a valued alternative or complement to equity incentives, and further incenting longevity or retention of key individuals. Upon retirement, termination of employment or at their election under a defined fixed period, the employee shall become entitled to receive the deferred amounts plus earnings thereon. Contributions under the deferred compensation plan for the benefit of our named executive officers are reflected in the “All Other Compensation” column of the Summary Compensation Table. Also see the table, Nonqualified Deferred Compensation 2024. The nonqualified deferred compensation plan agreements are “unfunded” general contractual obligations of Nicolet and are subject to the claims of our creditors. If Nicolet were to become insolvent, the participants would be unsecured general creditors of Nicolet. The Committee believes this form of at-risk compensation helps align the interests of plan participants with the long-term interests of Nicolet, its debt holders, and its stockholders.

  22. Deductibility of Executive Compensation

    Deductibility of Executive Compensation Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the U.S. federal income tax deduction for compensation paid to our Chief Executive Officer, Chief Financial Officer and certain other highly compensated executive officers (including, among others, our next three other most highly compensated executive officers as of the end of the calendar year) to a maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Code Section 162(m) to $1,000,000 per officer. To the extent that the aggregate amount of any covered officer’s salary, bonus, amounts realized from option exercises and vesting of restricted stock units or other equity awards and certain other compensation amounts that are recognized as taxable income by the officer exceeds $1,000,000 in any year, we are not entitled to a U.S. federal income tax deduction for the amount over $1,000,000 in that year. Although the Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers, it continues to view the tax deductibility of executive compensation as one of many factors to be considered in the context of its overall compensation philosophy. The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights or awards. Further, interpretations and changes in tax law and other factors beyond the Committee’s control may also affect the deductibility of compensation. Accordingly, the Committee reserves the right to approve compensation that may not be deductible in situations it deems appropriate. For example, in 2024, an estimated $18.4 million was not deductible related to compensation collectively paid to Messrs. Atwell, Daniels, Witczak, and Hutjens (primarily for stock option exercises), due to the tax limitations on compensation in Section 162(m).

  23. Summary Compensation Table

    Summary Compensation Table

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus 1 | Stock Awards 2 | Option Awards 2 | All Other Compensation 3 | Total | | Michael E. Daniels | | | | | | | | | Chairman, President, and Chief Executive Officer of Nicolet Bankshares, Inc. and Nicolet National Bank | 2024 | $700,000 | $1,050,000 | $1,049,879 | $— | $408,607 | $3,208,486 | | (Principal Executive Officer) | 2023 | $700,000 | $219,293 | $109,472 | $— | $395,007 | $1,423,772 | | | 2022 | $700,000 | $437,500 | $218,565 | $— | $696,820 | $2,052,885 | | H. Phillip Moore, Jr. | | | | | | | | | Chief Financial Officer, Nicolet Bankshares, Inc. and Nicolet National Bank | 2024 | $440,000 | $396,000 | $395,901 | $— | $489,932 | $1,721,833 | | (Principal Financial Officer) | 2023 | $440,000 | $110,273 | $54,969 | $— | $231,300 | $836,542 | | | 2022 | $415,000 | $207,500 | $103,697 | $— | $352,681 | $1,078,878 | | Eric J. Witczak | | | | | | | | | Executive Vice President and Secretary of Nicolet Bankshares, Inc. | 2024 | $440,000 | $396,000 | $395,901 | $— | $69,091 | $1,300,992 | | | 2023 | $440,000 | $110,273 | $54,969 | $— | $149,058 | $754,300 | | | 2022 | $400,000 | $200,000 | $99,811 | $— | $211,571 | $911,382 | | Brad V. Hutjens | | | | | | | | | Executive Vice President, Chief Credit Officer, and Chief Compliance & Risk Manager, Nicolet National Bank | 2024 | $390,000 | $351,000 | $350,875 | $— | $53,991 | $1,145,866 | | | 2023 | $390,000 | $97,742 | $48,680 | $— | $123,790 | $660,212 | | | 2022 | $365,000 | $182,500 | $91,069 | $— | $185,576 | $824,145 | | William M. Bohn | | | | | | | | | Executive Vice President, Wealth Management, Private Client and Trust Services, Nicolet National Bank (4) | 2024 | $279,327 | $733,438 | $1,009,968 | $1,394,795 | $49,110 | $3,466,638 |

  25. Summary Compensation Table

    | 1 | All bonuses are reported in the year earned. Mr. Bohn also received a signing bonus of $500,000 effective with his hiring date in 2024. | | 2 | Reflects the fair value of restricted stock and stock options on the date of grant, calculated in each case in accordance with applicable accounting guidance and based on assumptions set forth in Notes 1 and 11 of the Notes to Consolidated Financial Statements in Nicolet’s annual report on Form 10-K. | | 3 | All Other Compensation as reported in this column includes: 401(k) company match contributions, company contributions to employee retirement subaccounts, supplemental employer health benefit, auto allowances, club memberships, key person life insurance premiums, housing and travel allowance, and other perquisites and personal benefits each less than $10,000 individually (supplemental health insurance coverage and group term life insurance). The Company Contributions under the NQDC plan for 2024 vested immediately, while the Company Contributions for 2023 and 2022 vest over two years, with one-third vested immediately and one-third vesting on each of the first and second anniversaries of the initial grant. The amounts of All Other Compensation for 2024 are detailed in the table below. | | 4 | Mr. Bohn joined Nicolet effective April 15, 2024. |

  26. Summary Compensation Table

    | Name | 401(k) Company Match Contribution | NQDC Company Contributions | Supplemental Employer Health Benefit | Auto Allowance | Club Memberships | Other Perquisites Over $10,000 Individually * | Other Perquisites Less Than $10,000 Individually | Total All Other Compensation | | Michael E. Daniels | $20,700 | $— | $20,184 | $9,031 | $345,179 | $10,519 | $2,994 | $408,607 | | H. Phillip Moore, Jr. | $20,700 | $390,000 | $20,184 | $3,590 | $12,297 | $41,181 | $1,980 | $489,932 | | Eric J. Witczak | $20,700 | $— | $20,184 | $5,876 | $21,230 | $— | $1,101 | $69,091 | | Brad V. Hutjens | $20,700 | $— | $13,572 | $5,883 | $13,404 | $— | $432 | $53,991 | | William M. Bohn | $20,700 | $— | $7,539 | $12,023 | $8,104 | $— | $744 | $49,110 | | * Other perquisites over $10,000 individually include supplemental life insurance premiums for Mr. Daniels, and a housing and travel allowance for Mr. Moore. | | | | | | | | |

  27. Summary Compensation Table

    The following table sets forth grants of plan-based awards to the NEOs during the year ended December 31, 2024.

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  29. Grants of Plan-Based Awards

    | Name | | Grant Date | Estimated future payouts under non-equity incentive plan awards | Estimated future payouts under equity incentive plan awards | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards (3) | | Michael E. Daniels | 1 | 11/19/2024 | — | — | 9,560 | | | $1,049,879 | | H. Phillip Moore, Jr. | 1 | 11/19/2024 | — | — | 3,605 | | | $395,901 | | Eric J. Witczak | 1 | 11/19/2024 | — | — | 3,605 | | | $395,901 | | Brad V. Hutjens | 1 | 11/19/2024 | — | — | 3,195 | | | $350,875 | | William M. Bohn | 2 | 4/15/2024 | — | — | | 50,000 | $77.66 | $1,394,795 | | | 2 | 4/15/2024 | — | — | 10,000 | | | $776,600 | | | 1 | 11/19/2024 | — | — | 2,125 | | | $233,368 |

  30. Grants of Plan-Based Awards

    | 1 | Represents a restricted stock grant made on November 19, 2024, at the closing stock price of $109.82, which will vest in 5 equal increments on the anniversaries of the initial grant, and relates to the long-term equity incentives for 2024. | | 2 | Represents a nonqualified stock option grant and restricted stock grant made on April 15, 2024, at the closing stock price of $77.66, in conjunction with hiring Mr. Bohn. The grants will vest in 5 equal increments on the anniversaries of the initial grant. | | 3 | Reflects the fair value of restricted stock on the date of grant, calculated in accordance with applicable accounting guidance and based on assumptions set forth in Notes 1 and 11 of the Notes to Consolidated Financial Statements in Nicolet’s annual report on Form 10-K. |

  31. Grants of Plan-Based Awards

    Nicolet has not adopted a policy on the timing of awards of options in relation to the disclosure of material nonpublic information, as Nicolet has historically relied primarily on periodic episodic grants and have not had such an episodic grant in recent years. Option grants tied to new employee start dates are principally driven by such start dates, and not in consideration of the timing of disclosure of material nonpublic information. Messrs. Daniels, Moore, Witczak, and Hutjens did not receive any stock option grants in the last three years, while Mr. Bohn received a stock option grant on April 15, 2024.

  32. Grants of Plan-Based Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | William M. Bohn | 4/15/2024 | 50,000 | $77.66 | $27.90 | (2.9)% |

  33. Grants of Plan-Based Awards

    The following table sets forth the equity awards outstanding for each NEO as of December 31, 2024.

  34. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table

  35. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | | Market value of shares of restricted stock that have not vested ($) 9 | | Michael E. Daniels | 67,500 | — | 1 | $56.43 | 11/1/2027 | | | | | | 54,000 | — | 2 | $70.50 | 11/18/2029 | | | | | | 10,800 | 2,700 | 3 | $71.57 | 1/21/2030 | | | | | | | | | | | 9,560 | 7 | $1,002,940 | | | | | | | | 470 | 8 | $49,308 | | H. Phillip Moore, Jr. | 30,000 | 20,000 | 5 | $78.84 | 6/7/2031 | | | | | | | | | | | 3,605 | 7 | $378,201 | | | | | | | | 236 | 8 | $24,759 | | | | | | | | 4,000 | 5 | $419,640 | | Eric J. Witczak | 25,000 | — | 2 | $70.50 | 11/18/2029 | | | | | | 30,000 | 20,000 | 4 | $78.67 | 5/13/2031 | | | | | | | | | | | 3,605 | 7 | $378,201 | | | | | | | | 236 | 8 | $24,759 | | Brad V. Hutjens | 25,000 | — | 2 | $70.50 | 11/18/2029 | | | | | | 30,000 | 20,000 | 4 | $78.67 | 5/13/2031 | | | | | | | | | | | 3,195 | 7 | $335,187 | | | | | | | | 209 | 8 | $21,926 | | William M. Bohn | — | 50,000 | 6 | $77.66 | 4/15/2034 | | | | | | | | | | | 10,000 | 6 | $1,049,100 | | | | | | | | 2,125 | 7 | $222,934 |

  36. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | 1 | Stock options granted on November 1, 2017 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 2 | Stock options granted on November 18, 2019 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 3 | Stock options granted on January 21, 2020 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 4 | Stock options granted on May 13, 2021 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 5 | Stock options and restricted stock granted on June 7, 2021 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 6 | Stock options and restricted stock granted on April 15, 2024 and vesting in 5 equal increments over a 5-year period on the anniversaries of the initial grant. | | 7 | Represents the unvested portion of a restricted stock grant made on November 19, 2024, which vests in 5 equal increments over a 5-year period on the anniversaries of the initial grant, related to the long-term equity incentives for 2024. | | 8 | Represents the unvested remainder of a restricted stock grant made on November 20, 2023, of which one-third vested immediately and one-third on each of the first and second anniversaries of the initial grant related to the annual variable incentive bonus for 2023. | | 9 | Utilizes a $104.91 per share market value of Nicolet’s common stock at December 31, 2024. |

  37. Outstanding Equity Awards at 2024 Fiscal Year End Table

    The following table sets forth information relating to the exercise of stock options and vesting of restricted stock during the year ended December 31, 2024 by each NEO.

  38. Option Exercises and Stock Vested 2024

    Option Exercises and Stock Vested 2024

  39. Option Exercises and Stock Vested 2024

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Michael E. Daniels | 125,000 | $6,986,916 | 1,370 | $152,067 | | H. Phillip Moore, Jr. | — | $— | 2,663 | $210,169 | | Eric J. Witczak | 56,053 | $3,469,355 | 647 | $71,783 | | Brad V. Hutjens | 69,000 | $4,141,209 | 584 | $64,803 | | William M. Bohn | — | $— | — | $— |

  40. Option Exercises and Stock Vested 2024

    The following table sets forth information regarding each NEO’s account balance at December 31, 2024 under Nicolet’s Nonqualified Deferred Compensation Plan, including contributions and earnings credited to such account.

  41. Nonqualified Deferred Compensation 2024

    Nonqualified Deferred Compensation 2024

  42. Nonqualified Deferred Compensation 2024

    | Name | Executive contributions in last fiscal year ($) | Registrant contributions in last fiscal year ($) 1 | Aggregate earnings (loss) in last fiscal year ($) | Aggregate withdrawals / distributions ($) | Aggregate balance at last fiscal year end ($) 2 | | Michael E. Daniels | $— | $— | $345,304 | $— | $4,544,115 | | H. Phillip Moore, Jr. | $— | $390,000 | $56,911 | $— | $1,103,766 | | Eric J. Witczak | $— | $— | $114,808 | $— | $949,214 | | Brad V. Hutjens | $— | $— | $85,607 | $— | $871,090 | | William M. Bohn | $— | $— | $— | $— | $— |

  43. Nonqualified Deferred Compensation 2024

    | 1 | This reflects a contribution made by Nicolet to the retirement subaccount of Mr. Moore in November 2024. The 2024 contribution vested immediately and is reported in the "All Other Compensation" column in the Summary Compensation Table. | | 2 | Includes unvested registrant contributions. |

  44. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table shows the estimated value as of December 31, 2024 of potential payments to the NEOs upon termination or Change of Control events.

  45. Potential Payments Upon Termination or Change of Control

    | Name | Michael E. Daniels | H. Phillip Moore, Jr. | Eric J. Witczak | Brad V. Hutjens | William M. Bohn | | Involuntary Termination by Company or Resignation for Good Reason: | | | | | | | Base Salary | $700,000 | $440,000 | $440,000 | $390,000 | $415,000 | | Health Continuation Coverage | 28,900 | 29,100 | 29,100 | 19,000 | 20,000 | | Total | $728,900 | $469,100 | $469,100 | $409,000 | $435,000 | | Involuntary Termination by Company or Resignation for Good Reason following a Change of Control: | | | | | | | Base Salary | $1,400,000 | $660,000 | $1,315,600 | $1,166,100 | $1,240,850 | | Target Annual Variance Incentive Bonus | 1,400,000 | 396,000 | 1,184,040 | 1,049,490 | 697,980 | | Health Continuation Coverage | 28,900 | 29,100 | 43,650 | 28,500 | 30,000 | | Value of Unvested Restricted Stock 1 | 1,052,247 | 822,599 | 402,959 | 357,114 | 1,272,034 | | Value of Unvested Stock Options 2 | 90,018 | 521,400 | 524,800 | 524,800 | 1,362,500 | | Total | $3,971,165 | $2,429,099 | $3,471,049 | $3,126,004 | $4,603,364 |

  46. Potential Payments Upon Termination or Change of Control

    | 1 | The value of the unvested restricted stock is based upon the closing stock price of $104.91 as of December 31, 2024. | | 2 | The value of the unvested stock options is based upon the closing stock price of $104.91 as of December 31, 2024, less the option exercise price for all options in the money. |

  47. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and 402(u) of Regulation S-K, we are providing the following information on the relationship of the annual total compensation of Michael E. Daniels, our Chief Executive Officer, to the annual total compensation of our median compensated employee. The pay ratio is a reasonable estimate calculated in a manner consistent with rules promulgated by the SEC. Determining our Median Employee Pay: As of December 31, 2024, we employed 978 employees. The SEC rules require that we identify our median employee by use of a consistently applied compensation measure (“CACM”). We chose a CACM that closely approximates the annual total cash compensation of our employees. Specifically, we identified the median employee by aggregating gross compensation paid in 2024 and ranking all employees according to this measure, from lowest to highest. Calculating the Pay Ratio: As required by SEC rules, we then calculated our median employee’s total annual compensation in accordance with the requirements of item 402(c)(2)(x) of Regulation S-K (which is the calculation method for reporting CEO compensation in the Summary Compensation Table). The compensation of our median employee for 2024 was $56,001. Our CEO’s compensation, as reported in the Summary Compensation Table, was $3,208,486. Therefore, our CEO to median employee ratio for 2024 was approximately 57:1. This information is provided solely for compliance purposes. The Compensation Committee does not consider this ratio when evaluating compensation arrangements.

  48. Pay versus Performance

    Pay versus Performance As required by Section 953(b) of the Dodd-Frank Act and 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of Nicolet.

  49. Pay versus Performance

    | Year | Summary compensation table for PEO (1) | Summary compensation table for PEO (1) | Compensation actually paid to PEO (5) | Compensation actually paid to PEO (5) | Average summary compensation table total for non-PEO NEOs (1) | Average compensation actually paid to non-PEO NEOs (5) | Total shareholder return (2) | Peer group total shareholder return (2) | Net income (in 000s) (3) | Adjusted diluted earnings per common share (4) | | 2024 | $3,208,486 | | $3,340,058 | | $1,908,832 | $2,156,434 | $145 | $144 | $124,059 | $7.83 | | 2023 | $1,423,772 | | $1,353,230 | | $834,582 | $714,433 | $110 | $107 | $61,516 | $6.72 | | 2022 | $2,052,885 | | $2,163,673 | | $1,094,003 | $1,119,010 | $108 | $98 | $94,260 | $6.90 | | 2021 | $3,529,055 | $3,529,416 | $5,261,198 | $5,261,559 | $1,738,673 | $1,322,258 | $116 | $119 | $60,652 | $6.57 | | 2020 | | $1,782,872 | | $261,072 | $949,467 | $655,481 | $90 | $87 | $60,122 | $5.94 | | (1) For 2024, our PEO was Mr. Daniels and our remaining NEOs were Messrs. Moore, Witczak, Hutjens, and Bohn. For 2023 and 2022, our PEO was Mr.Daniels and our remaining NEOs were Messrs. Moore, Atwell, Hutjens, and Witczak. For 2021, our PEOs were Messrs.Daniels and Atwell, and our remaining NEOs were Ms. Lawson and Messrs. Moore, Hutjens, Madson, and Witczak. For 2020, our PEO was Mr. Atwell and our remaining NEOs were Ms. Lawson, and Messrs. Daniels, Hutjens, and Witczak. | | | | | | | | | | | | (2) The total shareholder return assumes a hypothetical investment of $100 in common stock on January 1, 2020 with dividends reinvested, and compares the performance of Nicolet common stock to the S&P U.S. BMI Bank Index. | | | | | | | | | | | | (3) Net income of the Company as reported in the Consolidated Statements of Income in Nicolet’s annual report on Form 10-K. | | | | | | | | | | | | (4) For a reconciliation of this non-GAAP financial measures to the most comparable GAAP measures, please refer to Appendix A of this Proxy Statement. | | | | | | | | | | | | (5) The following tables reflect the adjustments made in each year presented in the Pay versus Performance table above to arrive at the compensation actually paid to our PEO and Non-PEO NEOs. | | | | | | | | | | |

  50. Pay versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | 2024 * | 2023 * | 2022 * | 2021 * | 2021 ^ | 2020 ^ | | Less: value of Stock Awards included in SCT | $(1,049,879) | $(109,472) | $(218,565) | $(210,625) | $(210,625) | $(173,842) | | Less: value of Option Awards included in SCT | — | — | — | — | — | (292,889) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year | 1,002,940 | 2,670 | (2,088) | 24,052 | 24,052 | (58,386) | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 32,823 | (79,020) | 82,384 | 1,135,200 | 1,135,200 | (713,231) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | — | 36,491 | 72,855 | 70,208 | 70,208 | 57,947 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Year | 145,688 | 78,789 | 176,202 | 713,308 | 713,308 | (341,399) | | Total Adjustments | $131,572 | $(70,542) | $110,788 | $1,732,143 | $1,732,143 | $(1,521,800) | | * Adjustments to determine the Compensation Actually Paid to Mr. Daniels. | | | | | | | | ^ Adjustments to determine the Compensation Actually Paid to Mr. Atwell. | | | | | | |

  51. Pay versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Less: value of Stock Awards included in SCT | $(538,161) | $(60,210) | $(114,625) | $(231,013) | $(73,913) | | Less: value of Option Awards included in SCT | (348,699) | — | — | (901,175) | (73,222) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year | 915,660 | 1,468 | (1,095) | 495,209 | (58,882) | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 186,672 | (80,519) | 44,530 | 125,578 | (89,045) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | — | 29,231 | 38,208 | 31,106 | 32,850 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Year | 32,130 | (10,119) | 57,989 | 77,140 | (31,774) | | Fair Value of Awards Granted in Prior Years Forfeited in Year | — | — | — | (13,260) | — | | Total Adjustments | $247,602 | $(120,149) | $25,007 | $(416,415) | $(293,986) |

  52. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description Pursuant to the requirements of Item 402(v), the following graphs reflect the relationships between the Compensation Actually Paid or “CAP” and the Company’s cumulative TSR and the Peer Group’s cumulative TSR , the Company’s Net Income, and Earnings Per Share. For a more thorough discussion of how the Committee reviews and assesses the relationship between executive compensation and Company performance, please refer to the Compensation Discussion and Analysis.

  53. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  54. Election of Directors

    Election of Directors The Board has nominated each of the fifteen (15) persons named below to stand for election as directors at the Annual Meeting. If elected by the shareholders, each of the nominees will serve a one-year term that will expire at the 2026 Annual Meeting of Shareholders and upon the election and qualification of his or her successor. Each nominee has consented to serve as a director, if elected. If any of the nominees should be unavailable to serve for any reason (which we do not anticipate), the Board may (1) designate a substitute nominee or nominees (in which case the persons named as proxies on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), (2) allow the vacancy or vacancies to remain open pending the nomination of a suitable candidate or candidates, or (3) by resolution provide for a lesser number of directors. All of the nominees listed below will also serve as directors of Nicolet National Bank (“Nicolet Bank”), a wholly owned subsidiary of Nicolet. The table below provides additional commentary unique to each nominee that led the Nominating & Governance Committee to recommend his/her nomination to the Board. The ages shown are as of December 31, 2024. Except as otherwise indicated, each of the named persons has been engaged in his or her present principal occupation for more than five years.

  55. Election of Directors

    | Name (Age) | Director Since | Positions and Business Experience | | Marcia M. Anderson (67) | 2022 | Retired Major General with the U.S. Army and U.S. Federal Court Executive. Ms. Anderson currently serves on the public board of directors of MGEEnergy. We believe the Board benefits from Ms. Anderson’s public company board experience, military and strategic leadership, and her legal, regulatory and compliance experience. | | Robert B. Atwell (67) | 2000 | Executive Chairman from April 26, 2021 until December 31, 2023. Chairman, President, and Chief Executive Officer of Nicolet and Nicolet Bank since formation through April 26, 2021. We believe the Board benefits from Mr. Atwell’s extensive and broad experience in the banking industry for over 40 years (including large and small banks), executive leadership, vision, community and regulatory connections, as well as his vested interest as a founder of Nicolet and his level of ownership. | | Héctor Colón (52) | 2021 | President and CEO of Lutheran Social Services of Wisconsin and Upper Michigan. We believe the Board benefits from Mr. Colón’s experience with organizational leadership and his strategic mindset to increase relevancy and operational efficiencies. | | Michael E. Daniels (60) | 2000 | Chairman, President, and Chief Executive Officer of Nicolet since December 31, 2023, and President and Chief Executive Officer of Nicolet since April 26, 2021. Executive Vice President and Secretary of Nicolet since its formation in 2002 and, beginning April 29, 2016, President and Chief Executive Officer of Nicolet Bank. From 2007 to April 29, 2016, President and Chief Operating Officer of Nicolet Bank; Executive Vice President and Chief Lending Officer of Nicolet Bank from 2000-2007. We believe the Board benefits from Mr. Daniels’ extensive commercial lending, operational and compliance experience, straightforward leadership, and his vested interest as a founder of Nicolet and his level of ownership. | | Lynn D. Davis, Ph.D. (69) | 2021 | Founding partner and consulting dairy nutritionist for Nutrition Professionals, Inc.; Co-founder, shareholder and board member of Breeze Dairy Group, LLC; Co-founder, shareholder and board member of Quality Roasting, Inc.; and Co-founder, shareholder and board member of The Heifer Authority, LLC. We believe the Board benefits from Mr. Davis’ extensive knowledge of the dairy industry and related connections, through his experience as a consultant to dairy farms and as an owner of dairy farms. | | John N. Dykema (61) | 2006 | Owner, President and Chief Executive Officer of Campbell Wrapper Corporation and Circle Packaging Machinery, Inc., manufacturers of custom packaging machinery. We believe the Board benefits from Mr. Dykema’s significant experience as a manufacturing business owner and manager, his connections in the bank’s markets, and his long tenure and engagement on a community bank board. | | Christopher J. Ghidorzi (47) | 2013 | President of Property Development, C.A. Ghidorzi, Inc. and Affiliates since 2007; and previously Director of Equity Trading, Robert W. Baird & Co. from 2001-2007. We believe the Board benefits from Mr. Ghidorzi’s real estate development experience and related connections, as well as his experience in capital markets and financial expertise. |

  56. Election of Directors

    | Name (Age) | Director Since | Positions and Business Experience | | Andrew F. Hetzel, Jr. (68) | 2018 | Chairman and Owner of FyterTech Nonwovens Corporation, a marketer and manufacturer of Spill Control Filtration and Medical Nonwoven Products, with customers in 66 countries. We believe the Board benefits from Mr. Hetzel’s experience with acquisitions and cultural integration, as well as his significant experience as a manufacturing business owner and manager, and his industry and community connections. | | Brenda L. Johnson (65) | 2022 | Former Chairman of Charter Bankshares, Inc., 2008 to August 2022 and Director of Charter Bank from 1998 to August 2022. Past President of The Bank Holding Company Association (BHCA), and served on BHCA board from 2015 to 2022. We believe the Board benefits from Ms. Johnson’s significant ownership level, experience in the financial and banking industry having owned and chaired an institution for many years. | | Donald J. Long, Jr. (67) | 2000 | Former Owner and Chief Executive Officer of Century Drill & Tool Co., Inc., an expediter of power tool accessories. We believe the Board benefits from Mr. Long’s former business ownership experiences, corporate board membership experiences and community involvement, and his experience as a founding board member of Nicolet and his level of ownership. | | Dustin J. McClone (42) | 2017 | President and Chief Executive Officer of McClone Insurance Group. Director of First Menasha Bancshares, Inc. from 2010 to April 28, 2017. We believe the Board benefits from Mr. McClone’s insurance strategy experience and knowledge, and community involvement. | | Susan L. Merkatoris (61) | 2003 | Certified Public Accountant; Owner and Managing Member of Larboard Enterprises, LLC, a packaging and shipping franchise doing business as The UPS Stores; Previous Co-Owner and Vice President of Midwest Stihl Inc., a distributor of Stihl Power Products. We believe the Board benefits from Ms. Merkatoris’ experiences as a certified public accountant, internal controls knowledge and audit committee experience, financial expertise as a business owner, and her level of ownership. | | Oliver Pierce Smith (41) | 2017 | Board of Directors at Menasha Corporation. Retired Director of Purchasing at Menasha Packaging, a division of Menasha Corporation. Director of First Menasha Bancshares, Inc. from 2010 to April 28, 2017. We believe the Board benefits from Mr. Smith’s significant ownership level, local community involvement, and operating business experience, as well as his real estate, acquisition integration and IT background. |

  57. Election of Directors

    | Name (Age) | Director Since | Positions and Business Experience | | Glen E. Tellock (63) | 2023 | Retired President and Chief Executive Officer of Lakeside Foods, May 2016 to May 2021. Former Chairman, President, and CEO of The Manitowoc Company from 2009 to 2015, served as President and CEO from 2007 to 2009, and prior executive leadership positions held including Chief Financial Officer from 1991 to 2007. Mr. Tellock currently serves on the public boards of directors of Badger Meter and WEC Energy Group. We believe the Board benefits from Mr. Tellock’s extensive public company leadership, bringing significant business operations, financial reporting, corporate governance and strategic planning experience. | | Robert J. Weyers (60) | 2000 | Co-Owner of Weyers Group, a private equity investment firm; Commercial Horizons, Inc., a commercial property development company; and PBJ Holdings, LLC, a real estate holding company. We believe the Board benefits from Mr. Weyers’ real estate development experience and related connections, community involvement, experience as a founding board member of Nicolet and his level of ownership. |