Nicolet Bankshares (NIC) Proxy Filing summary

Executive summary

• Achieved record net income of $124 million and adjusted net income of $121 million for 2024, with earnings per diluted share of $8.05, reflecting strong profitability and growth compared to 2023.

• Tangible common equity ratio increased to 9.33% at year-end 2024, with solid loan and deposit growth and strong asset quality.

• Strategic focus for 2025 includes continued organic growth, potential M&A activity, and ongoing share repurchases.

• 2025 Annual Meeting to be held virtually on May 19, 2025, with shareholders voting on key proposals.

Voting matters and shareholder proposals

• Election of fifteen directors to serve until the 2026 annual meeting.

• Ratification of Forvis Mazars, LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with Board recommending annual frequency.

• Shareholders may cumulate votes for directors and submit questions in advance of the meeting.

Board of directors and corporate governance

• Board consists of 15 members, with 11 qualifying as independent under NYSE rules.

• Board diversity considered in terms of professional and life experiences; 64% of employees are women, and 45% of officer-titled employees are women.

• Board committees include Executive, Nominating & Governance, Audit, Compensation, Risk, Trust, Wealth Management, ALCO, and Directors Loan Committee.

• New leadership structure effective 2025: Chairman and independent Lead Director roles established.

• Minimum director ownership requirement of 2,000 shares for non-employee directors.