Sector: Financials
NICOLET BANKSHARES INC · Meeting: May 18, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured founder with extensive banking expertise; NIC's 3-year return of +134.3% outpaces peer median by +96.0pp, well above the 65pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Joined the board in 2026 following the MidWest One merger close, placing him well within the 24-month new-director exemption from the TSR trigger; brings over 35 years of banking industry experience including public company CEO and regulatory background.
Founder and current CEO/Chairman; NIC's 3-year return of +134.3% outpaces the peer median by +96.0pp, far exceeding the 65pp threshold to trigger an against vote, so the TSR trigger does not apply; no overboarding or attendance concerns.
Long-tenured independent director since 2006 with relevant manufacturing and community banking governance experience; strong TSR performance means the TSR trigger does not apply; no other flags identified.
Joined the board in 2026 following the MidWest One merger close, placing her within the 24-month new-director exemption; brings CEO-level leadership and strategy experience from ACT Education Corp.
Joined the board in 2026 following the MidWest One merger close, placing him within the 24-month new-director exemption; brings legal and real estate expertise relevant to a community bank.
Founding board member since 2000 with business ownership and corporate governance experience; NIC's exceptional 3-year TSR outperformance means the TSR trigger does not apply; no overboarding or attendance concerns.
Joined the board in 2026 following the MidWest One merger close, placing her within the 24-month new-director exemption; brings investment banking and CFO-level financial expertise and is designated an audit committee financial expert.
Independent CPA and audit committee chair since 2003 with demonstrated financial expertise; NIC's strong TSR means the TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Director since 2017 with significant personal ownership stake and relevant business operations experience; NIC's 3-year TSR of +134.3% far exceeds the peer outperformance threshold, so the TSR trigger does not apply.
Director since 2023 with extensive public company CEO and CFO experience; serves on two other public company boards (Badger Meter and WEC Energy Group) but this is below the four-board overboarding threshold; NIC's strong TSR means the TSR trigger does not apply.
Founding board member since 2000 with real estate and private equity experience; NIC's exceptional 3-year TSR outperformance means the TSR trigger does not apply; no overboarding or attendance concerns.
All twelve director nominees receive a FOR vote. Nicolet's 3-year stock return of +134.3% outpaces the peer group median by +96.0 percentage points, well above the 65pp threshold required to trigger a negative vote, so no TSR-based concerns arise for any director. Four directors (Chaney, Godwin, Hayek, McCormick) joined in 2026 following the MidWest One acquisition and are exempt from the TSR trigger as new directors within the 24-month window. No overboarding, material attendance failures, independence issues, or familial relationship concerns were identified across the slate.
CEO
Michael E. Daniels
Total Comp
$14,944,068
Prior Support
88%%
CEO total reported compensation of $14.9 million is elevated primarily because it includes a single large stock award covering a five-year performance period (30,000 restricted shares plus up to 60,000 performance stock units granted in September 2025 in connection with an employment extension through 2030), which inflates the single-year figure; the underlying annual cash and salary components are reasonable for a $3.2 billion community bank CEO delivering record earnings. Pay-for-performance alignment is strong: Nicolet achieved top-decile core return on assets and core return on tangible equity among peers in 2025, and the new performance stock awards are tied to measurable multi-year earnings per share and peer-relative return-on-asset targets rather than simply vesting with time. The prior-year say-on-pay vote received over 88% support, above the 70% threshold, and the company has made positive structural improvements including introducing a formulaic EPS-based cash incentive in 2025, a robust clawback policy, and meaningful stock ownership requirements.
Auditor
Forvis Mazars, LLP
Tenure
5 yrs
Audit Fees
$763,574
Non-Audit Fees
$78,700
Forvis Mazars has served as Nicolet's auditor since 2021 — only about five years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $78,700 represent approximately 10% of audit fees of $763,574, far below the 50% ratio that would trigger a negative vote. No material financial restatements were disclosed, and Forvis Mazars is a large national firm appropriate for a $3.2 billion market cap regional bank.
The 2026 Nicolet Bankshares annual meeting presents a straightforward ballot with no contentious proposals: all twelve director nominees are recommended FOR given the company's outstanding stock price performance over three years (up +134.3%, outpacing the community bank peer median by +96 percentage points as measured against QABA — First Trust NASDAQ ABA Community Bank Index), the auditor ratification passes all independence and fee tests cleanly, and the say-on-pay program — while reporting an unusually large CEO total due to a multi-year episodic equity grant — is supported by record financial results, improved pay structure, and strong prior-year shareholder approval of 88%. There are no stockholder proposals on this ballot.
24 companies disclosed in 2026 proxy filing
