DEF 14A of Nicolet Bankshares Inc, Mar 24, 2026

DEF 14A of Nicolet Bankshares Inc

Filed Mar 24, 2026 · FY20250001174850-26-000086

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 twelve (12) individuals:

  2. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | Robert B. Atwell | John N. Dykema | Donald J. Long, Jr. | Oliver Pierce Smith | | Carl J. Chaney | Janet E. Godwin | Tracy S. McCormick | Glen E. Tellock | | Michael E. Daniels | Matthew J. Hayek | Susan L. Merkatoris | Robert J. Weyers |

  3. INFORMATION ABOUT THE BOARD OF DIRECTORS

    For additional biographical information on the twelve (12) 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 subsequent years (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 compensation (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. This compensation structure was retained for the ensuing year (for board service from May 2025 through April 2026). The $50,000 May 2025 equity retainer resulted in 404 shares being granted and immediately vested to each non-employee director (based on the $123.48 closing stock price of Nicolet common stock 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 2025 calendar year. Employee directors do not receive any additional compensation for their services as a director.

  5. Director Compensation for 2025 (2)

    Director Compensation for 2025 (2)

  6. Director Compensation for 2025 (2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Marcia M. Anderson * | $29,500 | $49,886 | $79,386 | | Robert B. Atwell * | 31,500 | 49,886 | 81,386 | | Héctor Colón * | 25,000 | 49,886 | 74,886 | | Lynn D. Davis | 32,000 | 49,886 | 81,886 | | John N. Dykema * | 46,000 | 49,886 | 95,886 | | Christopher J. Ghidorzi * | 39,000 | 49,886 | 88,886 | | Andrew F. Hetzel, Jr. * | 27,500 | 49,886 | 77,386 | | Brenda L. Johnson* | 29,000 | 49,886 | 78,886 | | Donald J. Long, Jr. * | 40,500 | 49,886 | 90,386 | | Dustin J. McClone * | 27,000 | 49,886 | 76,886 | | Susan L. Merkatoris | 60,000 | 49,886 | 109,886 | | Oliver Pierce Smith | 29,500 | 49,886 | 79,386 | | Glen E. Tellock | 42,000 | 49,886 | 91,886 | | Robert J. Weyers * | 33,500 | 49,886 | 83,386 | | * For these ten directors noted, 100% of their 2025 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 Ms. Anderson and Mr. Ghidorzi who elected to defer 50% of their 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 20, 2025, was granted an award of 404 shares of immediately vesting restricted stock (the number of whole shares closest to $50,000 based upon the $123.48 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 Our compensation philosophy and the objectives of our compensation decisions and administration are grounded in our core 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. Nicolet has an entrepreneurial approach to its executive compensation philosophy, including the use of episodic equity-based incentives granted at the outset of defined strategic 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 plan (“NQDC”). All these components of compensation are designed to reward individual and Company performance, balance short-term and long-term incentives, attract and retain high-quality executives, and reinforce a pay-for-performance philosophy aligned with Nicolet’s long-term strategy 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. Financial Performance

    Financial Performance As part of that pay-for-performance philosophy, Nicolet has a track record of producing financial results that place it in the top quartile of its peer group (which is identified below), as well as among publicly traded banks. These results provide important context for the Committee’s compensation decisions, as a significant portion of executive compensation is variable and directly tied to Company performance. Consistent with the Committee’s pay-for-performance philosophy, a substantial portion of executive annual incentive compensation is variable, at-risk pay that is tied to metrics that place the Company among some of the best performing community banks in the country. The following charts and tables demonstrate our profitability metrics (including both Return on Average Assets (“ROAA”) and Return on Average Tangible Common Equity (“ROATCE”), two profitability indicators that are widely used in the banking industry) versus two sets of peer groups: the first is our proxy peers which are listed later in this document, the second includes all major exchange traded banks with total assets between $1 billion and $100 billion. The second peer group provides broader industry context. In both instances, we present “core” ROAA and ROATCE, which exclude certain one-time or non-recurring items (as defined by S&P Capital IQ, where such data was pulled). Our performance in 2025 placed us in the top quartile of both peer groups based on ROAA, and in the top decile of both peer groups based on ROATCE. Please refer to Appendix A for a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures. To reiterate the opening letter to shareholders, 2025 was a defining year for Nicolet. In addition to the record financial performance, Mr. Daniels agreed to extend his planned leadership through the end of 2030, and our incentive compensation framework evolved to include specific performance-based metrics. The changes to our short-term cash incentive program implemented during 2025 are described in detail under “2025 Short and Long-Term Incentives” and only applied to Mr. Daniels. These changes are expected to apply to all NEOs beginning in 2026. In connection with the extension of Mr. Daniels’ employment in September 2025, the Board approved an equity award of up to 90,000 shares of Nicolet common stock, consisting of 30,000 restricted shares that cliff vest upon 5 years of continued service through December 31, 2030, and up to 60,000 restricted stock units that will vest upon the achievement of certain performance-based metrics over a five-year period commencing January 1, 2026, as described in the award agreement. Up to 30,000 restricted stock units will vest based on achievement of above-average peer bank ROAA percentiles over the performance period, and up to 30,000 restricted stock units will vest based on achievement of cumulative earnings per share targets over the applicable performance period. Similarly, in connection with the transformational opportunity presented by the MidWestOne acquisition, in January 2026 the Compensation Committee approved equity awards to the NEOs and certain members of the senior management team who have been integrally involved in the execution and anticipated successful integration of MidWestOne. These awards also reflect the expectation of continued achievement of performance metrics designed to drive high performance for the combined entity. The equity awards consisted of an aggregate 101,000 restricted stock units that will vest upon the satisfaction of certain performance-based metrics described in the award agreements over approximately a three-year performance period concluding December 31, 2028. Mr. Daniels was awarded 20,000 restricted stock units, and Mr. Moore, Mr. Witczak, Mr. Hutjens, and Mr. Bohn were each awarded 10,000 restricted stock units. One-third of the restricted stock units vested upon the closing of the MidWestOne transaction in February 2026. An additional one-third will vest based on achievement of above-average peer bank ROAA percentiles for the three-year period ending December 31, 2028. The final one-third of the awards will vest based on achievement of a cumulative earnings per share target for the same three-year period.

  9. 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. As noted above, over the past several years, the primary method of awarding NEOs for longer-term performance has come in the form of restricted stock awards, which vest ratably over time. 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.

  10. 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. 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 2025 total compensation for executives in mid-2026, well after the Committee makes its decisions for 2026. 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.

  11. 2025 Short and Long-Term Incentives

    2025 Short and Long-Term Incentives 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 regarding opportunities to further evolve our incentive program. 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 had largely avoided a pure formulaic approach to setting compensation. The Committee historically believed a purely formulaic approach could run contrary to Nicolet’s long-term focused entrepreneurial compensation philosophy. After additional feedback from investors, consultation with our compensation consultants, and in-depth internal discussion and analysis, the Compensation Committee 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 aligns with 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 appreciation, which is the primary 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. For 2025, the Committee used diluted core EPS as the primary metric to determine short-term cash incentives. The Committee set a target level that was consistent with the Company’s 2025 budgeted EPS that was approved by the Board of Directors in late 2024. This target was determined to be challenging to meet, and would be consistent with the goal of producing profitability metrics (namely, the widely used ROAA and ROATCE) that placed the Company in the top quartile of its peer group, and among publicly traded banks. The 2025 budget included aggressive goals around revenue growth, expense control, and capital management, while maintaining strong credit quality. Considering these factors, the Committee set the 2025 target EPS level at $8.38, which was the budget approved by the Board. The $8.38 targeted EPS equated to a ROAA of approximately 1.53% for 2025. By comparison, in 2024, banks that performed in the top quartile in each category produced an ROAA of 1.47% (proxy peers) and 1.46% (all exchange traded banks with assets between $1 and $100 billion). The annual cash incentive formula included other payout percentages for corresponding diluted core EPS levels, further reinforcing the Committee’s pay-for-performance philosophy. Those EPS targets and corresponding bonus percentages for 2025 were as follows: The targeted cash incentive payout was set at 150% of the CEO’s base salary given how aggressive and challenging it would be compared to peers and other banks. The 100% payout level was set with an EPS of $6.75, which would imply a ROAA of 1.23% - placing Nicolet near the median of exchange traded banks. Conversely, the Committee also set a “maximum” threshold EPS of $9.64, and corresponding payout of 200% of base salary for performance that would likely place the Company in the top decile of banks in terms of profitability. In addition to the EPS target set by the Committee, which comprises 75% of the short-term incentive payouts, the Committee also set individual goals for the CEO, which make up the remaining 25% of the potential payouts. In 2025, those individual goals included certain financial metrics centered around profitability, growth, and soundness (as detailed above), in addition to several nonfinancial metrics including, but not limited to: execution of the Company’s strategic plan; executive talent assessment, recruitment, and development; and fostering relationships with potential M&A partners. The targeted payouts regarding this more discretionary component of short-term incentives were set lower than the more objective EPS targets, and were capped at 150% of base salary. Given the Company’s record performance in 2025, Mr. Daniels achieved the maximum payout for short-term incentives. The Company’s actual diluted core EPS result for the year was $9.82, placing it above the maximum level set by the Committee. In addition, the Company’s actual core ROAA and ROATCE in 2025 were 1.69% and 18.6%, respectively, placing it at or above the top decile of both its proxy peers and exchange traded bank group (as noted above). Additionally, given the strong financial performance around growth, efficiency, and asset quality, in addition to meeting several nonfinancial goals, the Committee decided to pay the maximum amount as it related to the discretionary portion of the short-term incentives. As a result, Mr. Daniels’ short-term cash incentive payout was $1,593,750 to reflect the maximum EPS achievement (75% weighting) and discretionary portion (25% weighting).

  12. 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 2025, the Company did not make any Contributions to the NQDC plan. 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.”

  13. 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 performance awards. Under this plan at December 31, 2025, approximately 1.0 million option grants were outstanding, of which 0.8 million were exercisable and approximately 149,000 restricted and performance-based shares remain unvested. As of December 31, 2025, approximately 0.4 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 2025. 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.

  14. 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 provides 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 used for 2025 compensation decisions is comprised of 24 peer banks, and included the following entities.

  15. 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. |

  16. 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 $1,000,000 per officer for 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 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 2025, an estimated $8.8 million was not deductible related to compensation collectively paid to Messrs. Atwell, Daniels, Moore, and Witczak (largely for stock option exercises), due to the tax limitations on compensation in Section 162(m).

  17. Summary Compensation Table

    Summary Compensation Table

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus 1 | Stock Awards 2 | Option Awards 2 | Non-equity Incentive Plan Compensation 3 | All Other Compensation 4 | Total | | Michael E. Daniels | | | | | | | | | | Chairman, President, and Chief Executive Officer | 2025 | $850,000 | $— | $12,391,200 | $— | $1,593,750 | $109,118 | $14,944,068 | | (Principal Executive Officer) | 2024 | $700,000 | $1,050,000 | $1,049,879 | $— | $— | $408,607 | $3,208,486 | | | 2023 | $700,000 | $219,293 | $109,472 | $— | $— | $395,007 | $1,423,772 | | H. Phillip Moore, Jr. | | | | | | | | | | Chief Financial Officer | 2025 | $475,000 | $534,375 | $— | $— | $— | $99,180 | $1,108,555 | | (Principal Financial Officer) | 2024 | $440,000 | $396,000 | $395,901 | $— | $— | $489,932 | $1,721,833 | | | 2023 | $440,000 | $110,273 | $54,969 | $— | $— | $231,300 | $836,542 | | Eric J. Witczak | | | | | | | | | | Executive Vice President, Retail and Ag Banking | 2025 | $475,000 | $534,375 | $— | $— | $— | $69,901 | $1,079,276 | | | 2024 | $440,000 | $396,000 | $395,901 | $— | $— | $69,091 | $1,300,992 | | | 2023 | $440,000 | $110,273 | $54,969 | $— | $— | $149,058 | $754,300 | | Brad V. Hutjens | | | | | | | | | | Executive Vice President, Chief Credit Officer | 2025 | $450,000 | $506,250 | $— | $— | $— | $52,989 | $1,009,239 | | | 2024 | $390,000 | $351,000 | $350,875 | $— | $— | $53,991 | $1,145,866 | | | 2023 | $390,000 | $97,742 | $48,680 | $— | $— | $123,790 | $660,212 | | William M. Bohn | | | | | | | | | | Executive Vice President, Wealth Management, Private Client and Trust Services (5) | 2025 | $440,000 | $495,000 | $— | $— | $— | $57,185 | $992,185 | | | 2024 | $279,327 | $733,438 | $1,009,968 | $1,394,795 | $— | $49,110 | $3,466,638 |

  19. 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 | Represents the annual short-term cash incentive component of the incentive award program, as described in detail under “2025 Short and Long-Term Incentives.” | | 4 | 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 amounts of All Other Compensation for 2025 are detailed in the table below. | | 5 | Mr. Bohn joined Nicolet effective April 15, 2024. |

  20. Summary Compensation Table

    | Name | 401(k) Company Match Contribution | 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 | $21,000 | $19,464 | $11,735 | $40,955 | $12,809 | $3,155 | $109,118 | | H. Phillip Moore, Jr. | $21,000 | $19,152 | $1,293 | $12,871 | $41,854 | $3,010 | $99,180 | | Eric J. Witczak | $21,000 | $20,292 | $4,897 | $21,970 | $— | $1,742 | $69,901 | | Brad V. Hutjens | $21,000 | $13,848 | $2,900 | $14,809 | $— | $432 | $52,989 | | William M. Bohn | $21,000 | $13,188 | $8,550 | $13,157 | $— | $1,290 | $57,185 | | * Other perquisites over $10,000 individually include supplemental life insurance premiums for Mr. Daniels, and a housing and travel allowance for Mr. Moore. | | | | | | | |

  21. Summary Compensation Table

    The following table sets forth grants of plan-based awards to the NEOs during the year ended December 31, 2025.

  22. Grants of Plan-Based Awards *

    Grants of Plan-Based Awards *

  23. Grants of Plan-Based Awards *

    | | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | | | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards (4) | | Michael E. Daniels | 1 | 9/8/2025 | | | | | | | 30,000 | $4,130,400 | | | 2 | 9/8/2025 | — | — | — | — | 30,000 | 60,000 | | $8,260,800 | | | 3 | | $— | $1,221,875 | $1,593,750 | | | | | |

  24. Grants of Plan-Based Awards *

    | * | Grants of plan-based awards did not include any option awards; hence, the table above excluded these zero-based columns. | | 1 | Represents a restricted stock award made on September 8, 2025, at the closing stock price of $137.68, that cliff vest upon 5 years of continued service through December 31, 2030. | | 2 | Represents a performance-based restricted stock grant made on September 8, 2025, at the closing stock price of $137.68, which consists of performance-based restricted stock units that vest upon the satisfaction of certain performance-based metrics over a 5-year performance period. The Company currently estimates maximum performance will be achieved for this performance-based award. | | 3 | Represents the annual short-term cash incentive component of the incentive award program, as described in detail under “2025 Short and Long-Term Incentives.” | | 4 | 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. |

  25. 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. The following table sets forth the equity awards outstanding for each NEO as of December 31, 2025.

  26. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Outstanding Equity Awards at 2025 Fiscal Year End Table

  27. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | | | Option awards | | | | Stock awards | | | | | Name | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of restricted stock that have not vested ($) 10 | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market value or payout value of unearned shares, units or other rights that have not vested ($) 10 | | Michael E. Daniels | 1 | 67,500 | — | $56.43 | 11/1/2027 | | | | | | | 2 | 54,000 | — | $70.50 | 11/18/2029 | | | | | | | 3 | 13,500 | — | $71.57 | 1/21/2030 | | | | | | | 4 | | | | | | | 60,000 | $7,278,000 | | | 5 | | | | | 30,000 | $3,639,000 | | | | | 6 | | | | | 7,648 | $927,702 | | | | H. Phillip Moore, Jr. | 7 | 40,000 | 10,000 | $78.84 | 6/7/2031 | | | | | | | 6 | | | | | 2,884 | $349,829 | | | | | 7 | | | | | 2,000 | $242,600 | | | | Eric J. Witczak | 2 | 10,000 | — | $70.50 | 11/18/2029 | | | | | | | 8 | 40,000 | 10,000 | $78.67 | 5/13/2031 | | | | | | | 6 | | | | | 2,884 | $349,829 | | | | Brad V. Hutjens | 2 | 25,000 | — | $70.50 | 11/18/2029 | | | | | | | 8 | 40,000 | 10,000 | $78.67 | 5/13/2031 | | | | | | | 6 | | | | | 2,556 | $310,043 | | | | William M. Bohn | 9 | 10,000 | 40,000 | $77.66 | 4/15/2034 | | | | | | | 9 | | | | | 8,000 | $970,400 | | | | | 6 | | | | | 1,700 | $206,210 | | |

  28. Outstanding Equity Awards at 2025 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 | Represents a performance-based restricted stock award made on September 8, 2025, at the closing stock price of $137.68, which consists of performance-based restricted stock units that vest upon the satisfaction of certain performance-based metrics over a 5-year performance period. The Company currently estimates maximum performance will be achieved for these performance-based awards, and it has been reflected as such in this compensation table. | | 5 | Represents a restricted stock award made on September 8, 2025, at the closing stock price of $137.68, that cliff vest upon 5 years of continued service through December 31, 2030. | | 6 | 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. | | 7 | 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. | | 8 | 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. | | 9 | 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. | | 10 | Utilizes a $121.30 per share market value of Nicolet’s common stock at December 31, 2025. |

  29. Outstanding Equity Awards at 2025 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, 2025 by each NEO.

  30. Option Exercises and Stock Vested 2025

    Option Exercises and Stock Vested 2025

  31. Option Exercises and Stock Vested 2025

    | | 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 | — | $— | 2,382 | $286,010 | | H. Phillip Moore, Jr. | — | $— | 2,957 | $340,972 | | Eric J. Witczak | 15,000 | $1,022,315 | 957 | $114,916 | | Brad V. Hutjens | — | $— | 848 | $101,827 | | William M. Bohn | — | $— | 2,425 | $261,297 |

  32. Option Exercises and Stock Vested 2025

    The following table sets forth information regarding each NEO’s account balance at December 31, 2025 under Nicolet’s Nonqualified Deferred Compensation Plan, including contributions and earnings credited to such account.

  33. Nonqualified Deferred Compensation 2025

    Nonqualified Deferred Compensation 2025

  34. Nonqualified Deferred Compensation 2025

    | Name | Executive contributions in last fiscal year ($) | Registrant contributions in last fiscal year ($) | Aggregate earnings (loss) in last fiscal year ($) | Aggregate withdrawals / distributions ($) | Aggregate balance at last fiscal year end ($) | | Michael E. Daniels | $— | $— | $537,789 | $— | $5,081,904 | | H. Phillip Moore, Jr. | $— | $— | $160,223 | $— | $1,263,988 | | Eric J. Witczak | $19,000 | $— | $101,920 | $2,299 | $1,067,835 | | Brad V. Hutjens | $— | $— | $169,894 | $— | $1,040,985 | | William M. Bohn | $220,000 | $— | $23,398 | $— | $243,398 |

  35. 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, 2025 of potential payments to the NEOs upon termination or Change of Control events.

  36. 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 | $850,000 | $475,000 | $475,000 | $450,000 | $440,000 | | Health Continuation Coverage | 35,900 | 36,100 | 36,100 | 23,900 | 24,900 | | Total | $885,900 | $511,100 | $511,100 | $473,900 | $464,900 | | Involuntary Termination by Company or Resignation for Good Reason following a Change of Control: | | | | | | | Base Salary | $1,700,000 | $712,500 | $1,420,250 | $1,345,500 | $1,315,600 | | Target Annual Variance Incentive Bonus | 2,443,750 | 427,500 | 534,375 | 506,250 | 495,000 | | Health Continuation Coverage | 35,900 | 36,100 | 54,150 | 35,850 | 37,350 | | Value of Unvested Restricted Stock 1 | 11,844,702 | 592,429 | 349,829 | 310,043 | 1,176,610 | | Value of Unvested Stock Options 2 | — | 424,600 | 426,300 | 426,300 | 1,745,600 | | Total | $16,024,352 | $2,193,129 | $2,784,904 | $2,623,943 | $4,770,160 |

  37. Potential Payments Upon Termination or Change of Control

    | 1 | The value of the unvested restricted stock is based upon the closing stock price of $121.30 as of December 31, 2025. | | 2 | The value of the unvested stock options is based upon the closing stock price of $121.30 as of December 31, 2025, less the option exercise price for all options in the money. |

  38. 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, 2025, 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 2025 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 2025 was $56,042. Our CEO’s compensation, as reported in the Summary Compensation Table, was $14,944,068. Therefore, our CEO to median employee ratio for 2025 was approximately 267:1. This information is provided solely for compliance purposes. The Compensation Committee does not consider this ratio when evaluating compensation arrangements.

  39. 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.

  40. 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) | | 2025 | $14,944,068 | | $13,644,464 | | $1,047,314 | $1,344,271 | $189 | $211 | $150,686 | $9.82 | | 2024 | $3,208,486 | | $3,340,058 | | $1,908,832 | $2,156,434 | $162 | $165 | $124,059 | $7.83 | | 2023 | $1,423,772 | | $1,353,230 | | $834,582 | $714,433 | $123 | $123 | $61,516 | $6.72 | | 2022 | $2,052,885 | | $2,163,673 | | $1,094,003 | $1,119,010 | $120 | $113 | $94,260 | $6.90 | | 2021 | $3,529,055 | $3,529,416 | $5,261,198 | $5,261,559 | $1,738,673 | $1,322,258 | $129 | $136 | $60,652 | $6.57 | | (1) For 2025 and 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. | | | | | | | | | | | | (2) The total shareholder return assumes a hypothetical investment of $100 in common stock on January 1, 2021 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 these 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. | | | | | | | | | | |

  41. Pay versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | 2025 * | 2024 * | 2023 * | 2022 * | 2021 * | 2021 ^ | | Less: value of Stock Awards included in SCT | $(12,391,200) | $(1,049,879) | $(109,472) | $(218,565) | $(210,625) | $(210,625) | | Less: value of Option Awards included in SCT | — | — | — | — | — | — | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year | 10,917,000 | 1,002,940 | 2,670 | (2,088) | 24,052 | 24,052 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 125,351 | 32,823 | (79,020) | 82,384 | 1,135,200 | 1,135,200 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | — | — | 36,491 | 72,855 | 70,208 | 70,208 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Year | 49,245 | 145,688 | 78,789 | 176,202 | 713,308 | 713,308 | | Total Adjustments | $(1,299,604) | $131,572 | $(70,542) | $110,788 | $1,732,143 | $1,732,143 | | * Adjustments to determine the Compensation Actually Paid to Mr. Daniels. | | | | | | | | ^ Adjustments to determine the Compensation Actually Paid to Mr. Atwell. | | | | | | |

  42. Pay versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Less: value of Stock Awards included in SCT | $— | $(538,161) | $(60,210) | $(114,625) | $(231,013) | | Less: value of Option Awards included in SCT | — | (348,699) | — | — | (901,175) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year | — | 915,660 | 1,468 | (1,095) | 495,209 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 216,190 | 186,672 | (80,519) | 44,530 | 125,578 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | — | — | 29,231 | 38,208 | 31,106 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Year | 80,767 | 32,130 | (10,119) | 57,989 | 77,140 | | Fair Value of Awards Granted in Prior Years Forfeited in Year | — | — | — | — | (13,260) | | Total Adjustments | $296,957 | $247,602 | $(120,149) | $25,007 | $(416,415) |

  43. 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 Adjusted Diluted 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.

  44. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  45. Election of Directors

    Election of Directors The Board has nominated each of the twelve (12) 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 2027 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, 2025. Except as otherwise indicated, each of the named persons has been engaged in his or her present principal occupation for more than five years.

  46. Election of Directors

    | Name (Age) | Director Since | Positions and Business Experience | | Robert B. Atwell (68) | 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. | | Carl J. Chaney (64) | 2026 | Chairman of Chaney Investments. He previously served as a Director of MidWestOne until February 2026, Executive Chairman of Industry Bancshares, Inc., until June 2025, Chairman of the Board of Beach Bank until August 2022, and is the former President & CEO of Hancock Whitney Corporation, a Nasdaq-listed public financial holding company. Mr. Chaney has over 35 years of experience in the banking industry, where he began his career serving as a Bank Regulatory/M&A Partner with a large southeastern regional law firm. We believe the Board benefits from Mr. Chaney’s extensive and broad experience in the banking industry. | | Michael E. Daniels (61) | 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. | | John N. Dykema (62) | 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. | | Janet E. Godwin (60) | 2026 | Retired Chief Executive Officer of ACT Education Corp, a public benefit corporation and global leader in providing educational and career assessments, where she had oversight for all aspects of the organization, including defining company strategy, product development, sales, and operations for the parent and subsidiaries. She previously served as a Director of MidWestOne until February 2026. We believe the Board benefits from Ms. Godwin’s extensive experience in leadership, strategy and operations. | | Matthew J. Hayek (56) | 2026 | An attorney at Hayek, Moreland, & Smith, LLP, a general service law firm in Iowa City, where his practice focuses on business and real estate law. He worked at law firms in Atlanta and Chicago before returning to Iowa City. He previously served as a Director of MidWestOne until February 2026. We believe the Board benefits from Mr. Hayek’s extensive legal and leadership experience. |

  47. Election of Directors

    | Name (Age) | Director Since | Positions and Business Experience | | Donald J. Long, Jr. (68) | 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. | | Tracy S. McCormick (65) | 2026 | Chief Financial Officer and a director of Mill Creek Development Company, an urban planning and development company in Pasadena, California. She previously served as a Director of MidWestOne until February 2026. Her prior experience includes a career in investment banking with J.P. Morgan & Co., Incorporated in New York, Chicago, and Los Angeles. We believe the Board benefits from Ms. McCormick’s financial expertise and experience in the banking industry. | | Susan L. Merkatoris (62) | 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, and financial expertise as a business owner. | | Oliver Pierce Smith (42) | 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. | | Glen E. Tellock (64) | 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 (61) | 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, and experience as a founding board member of Nicolet. |