NICOLET BANKSHARES INC (NIC)
Sector: Financials
2026 Annual Meeting Analysis
NICOLET BANKSHARES INC · Meeting: May 18, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Nicolet's 3-year stock return of +134.2% outpaces the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, well above the 65-point threshold required to trigger a negative vote, and no other policy flags apply.
Mr. Chaney joined the board in 2026 upon the MidWest One merger closing and is exempt from the TSR trigger as a director with less than 24 months of tenure; he brings over 35 years of banking and regulatory experience.
As CEO and director, Mr. Daniels is subject to the same TSR trigger as other directors, but Nicolet's +134.2% 3-year return beats QABA (First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, far exceeding the 65-point threshold, so no TSR concern arises; no other flags apply.
Long-tenured director with substantial manufacturing and corporate governance experience; Nicolet's strong 3-year TSR versus QABA (First Trust NASDAQ ABA Community Bank Index) means the TSR trigger does not apply.
Ms. Godwin joined the board in 2026 upon the MidWest One merger closing and is exempt from the TSR trigger as a new director with less than 24 months of tenure; she brings executive leadership and strategic operations experience.
Mr. Hayek joined the board in 2026 upon the MidWest One merger closing and is exempt from the TSR trigger as a new director with less than 24 months of tenure; he brings legal and business experience.
Founding board member with extensive business ownership and corporate governance experience; Nicolet's 3-year TSR beats QABA (First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, well above the trigger threshold.
Ms. McCormick joined the board in 2026 upon the MidWest One merger closing and is exempt from the TSR trigger as a new director with less than 24 months of tenure; she is designated an audit committee financial expert with investment banking and CFO experience.
Certified Public Accountant and longtime board member with strong financial expertise; Nicolet's outstanding 3-year TSR versus QABA (First Trust NASDAQ ABA Community Bank Index) means the TSR trigger does not apply, and she chairs the audit committee appropriately.
Director since 2017 with meaningful ownership stake and relevant business experience; Nicolet's 3-year TSR of +134.2% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, so the TSR trigger does not apply.
Joined the board in 2023 and brings extensive public company CEO, CFO, and board experience; Nicolet's strong TSR versus QABA (First Trust NASDAQ ABA Community Bank Index) means the TSR trigger does not apply, and he is designated an audit committee financial expert.
Founding board member with real estate and private equity experience and significant personal ownership; Nicolet's 3-year TSR beats QABA (First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, well above the trigger threshold.
All twelve director nominees receive a FOR vote. Nicolet's 3-year stock return of +134.2% outperforms the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points, far exceeding the 65-point gap required to trigger a negative vote under the strong-positive-TSR tier. The four directors who joined in 2026 via the MidWest One merger are additionally exempt as new directors with fewer than 24 months of tenure. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Michael E. Daniels
Total Comp
$14,944,068
Prior Support
88%%
The CEO's reported total compensation of $14.9 million in 2025 is heavily inflated by a single large equity award of $12.4 million granted in September 2025 — a multi-year performance grant covering a five-year strategic period through 2030, not a routine annual pay package — which makes direct year-over-year comparisons misleading; stripping that episodic grant out, the CEO's annual cash and incentive compensation is far more in line with peers at a $3 billion community bank. Pay-for-performance alignment is strong: Nicolet delivered record net income of $151 million, adjusted diluted earnings per share of $9.82 (above the maximum target of $9.64), and a core return on average assets and tangible equity placing it in the top quartile or decile of peers, directly justifying maximum cash incentive payouts. The company received 88% shareholder support last year (up from 72% the prior year), has a meaningful clawback policy, meaningful performance conditions on equity awards (ROAA percentile and EPS targets), and the compensation structure is improving toward more formulaic and transparent metrics, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
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 (approximately 5 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $78,700 represent only about 10% of audit fees of $763,574, comfortably below the 50% threshold. No material restatements were identified, and Forvis Mazars is a large national firm appropriate for a $3.1 billion market-cap bank.
Overall Assessment
The 2026 Nicolet Bankshares annual meeting presents a clean ballot with no significant governance concerns. All twelve director nominees receive a FOR vote supported by Nicolet's exceptional 3-year total shareholder return of +134.2%, which outpaces the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +91.6 percentage points; the auditor ratification is straightforward with low non-audit fees and a short tenure; and the Say on Pay vote is supported by record financial performance, improving pay structure with genuine performance conditions, and strong prior-year shareholder approval of 88%.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing