Not independent
Tenure on this board
22.4 yrs
13 nominees · 3 ballot items.
Three proposals: (1) election of twelve director nominees to the Board, (2) ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026, and (3) a non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect twelve nominees to the Board of Directors to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Forvis Mazars, LLP as Nicolet’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis and related tables and narrative).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed compensation for its Named Executive Officers (NEOs). Management and the Compensation Committee assert that the program is designed to align pay with long-term shareholder value by tying a substantial portion of compensation to company performance metrics—most notably diluted core EPS for 2025 (which comprised 75% of the CEO’s annual cash incentive) and multi-year performance-based equity awards tied to ROAA and cumulative EPS. The Committee also introduced changes to CEO incentive design in 2025 to increase transparency and objectivity, while retaining a discretionary component (25%) tied to individual goals such as M&A execution and talent development; additional episodic equity awards were granted in connection with the MidWestOne acquisition to retain and incentivize integration success. The Board recommends a “FOR” vote, arguing the program attracts and retains leadership, reinforces pay-for-performance, and uses clawback and ownership guidelines to align executives with shareholders. Company-specific context includes record 2025 financial results (record net income and EPS), significant equity awards to the CEO and other NEOs, and the February 2026 MidWestOne acquisition, which management says necessitates retention and performance incentives tied to the integration. Although the vote is advisory and not binding, the Board will consider the outcome when setting future compensation. Potential governance considerations for sophisticated investors include the scale and timing of large equity grants to the CEO and NEOs (including a multi-million-dollar CEO award in 2025), the pay ratio disclosed (approximately 267:1), and the balance between formulaic metrics and discretionary awards; these factors could affect perceived alignment despite the Company’s strong operating performance. Given the Company’s stated goal of incentivizing long-term value creation and mitigating risk through clawback provisions and change-in-control terms that generally require both a change in control and a qualifying termination, the Board believes the program is appropriately calibrated, but investors may weigh the trade-offs between concentrated equity awards and dilution/retention benefits when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 819,810 | $122M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 775,738 | $115M |
| 3 | STATE STREET CORP | 3.3% | 711,361 | $106M |
| 4 | BlackRock, Inc. | 3.1% | 658,815 | $98M |
| 5 | BlackRock, Inc. | 3.0% | 637,893 | $95M |
| 6 | WESTWOOD HOLDINGS GROUP INC | 2.3% | 486,751 | $72M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 389,575 | $58M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.5% | 324,618 | $48M |
| 9 | FJ Capital Management LLC | 1.4% | 306,381 | $46M |
| 10 | Boston Partners | 1.3% | 282,725 | $42M |
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