NICOLET BANKSHARES INC, DEF 14A filed on 3/24/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Nicolet Bankshares, Inc.
Entity Central Index Key 0001174850
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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.
        
Company Selected Measure Name Adjusted diluted earnings per common share        
Named Executive Officers, Footnote (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.        
Adjustment To PEO Compensation, Footnote (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.
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 Year10,917,000 1,002,940 2,670 (2,088)24,052 24,052 
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years125,351 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 Year49,245 145,688 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.
        
Non-PEO NEO Average Total Compensation Amount $ 1,047,314 $ 1,908,832 $ 834,582 $ 1,094,003 $ 1,738,673
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,344,271 2,156,434 714,433 1,119,010 1,322,258
Adjustment to Non-PEO NEO Compensation Footnote (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.
Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs2025
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 Years216,190 186,672 (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 Year80,767 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)
        
Compensation Actually Paid vs. Total Shareholder Return
CAP and Cumulative TSR / Cumulative TSR of the Peer Group
CAP vs NIC TSR & Peer Group TSR.jpg
        
Compensation Actually Paid vs. Net Income
CAP and Company Net Income
CAP vs Net Income.jpg
        
Compensation Actually Paid vs. Company Selected Measure
CAP and Adjusted Diluted Earnings Per Share
CAP vs EPS.jpg
        
Total Shareholder Return Vs Peer Group
CAP and Cumulative TSR / Cumulative TSR of the Peer Group
CAP vs NIC TSR & Peer Group TSR.jpg
        
Tabular List, Table Measure 1 - Adjusted diluted earnings per common share
•Measure 2 - Net interest income
•Measure 3 - Nonperforming assets to total assets
        
Total Shareholder Return Amount $ 189 162 123 120 129
Peer Group Total Shareholder Return Amount 211 165 123 113 136
Net Income (Loss) $ 150,686,000 $ 124,059,000 $ 61,516,000 $ 94,260,000 $ 60,652,000
Company Selected Measure Amount | $ / shares 9.82 7.83 6.72 6.90 6.57
PEO Name Daniels Daniels Daniels Daniels  
Additional 402(v) Disclosure (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.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.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted diluted earnings per common share        
Non-GAAP Measure Description (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.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net interest income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Nonperforming assets to total assets        
Daniels [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 14,944,068 $ 3,208,486 $ 1,423,772 $ 2,052,885 $ 3,529,055
PEO Actually Paid Compensation Amount 13,644,464 3,340,058 1,353,230 2,163,673 $ 5,261,198
PEO Name         Daniels
Atwell [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         $ 3,529,416
PEO Actually Paid Compensation Amount         $ 5,261,559
PEO Name         Atwell
PEO | Daniels [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,299,604) 131,572 (70,542) 110,788  
PEO | Daniels [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (12,391,200) (1,049,879) (109,472) (218,565)  
PEO | Daniels [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0  
PEO | Daniels [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,917,000 1,002,940 2,670 (2,088)  
PEO | Daniels [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 125,351 32,823 (79,020) 82,384  
PEO | Daniels [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 36,491 72,855  
PEO | Daniels [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 49,245 145,688 78,789 176,202  
PEO | Atwell [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       1,732,143 $ 1,732,143
PEO | Atwell [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (210,625) (210,625)
PEO | Atwell [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       0 0
PEO | Atwell [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       24,052 24,052
PEO | Atwell [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       1,135,200 1,135,200
PEO | Atwell [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       70,208 70,208
PEO | Atwell [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       713,308 713,308
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 296,957 247,602 (120,149) 25,007 (416,415)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (538,161) (60,210) (114,625) (231,013)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (348,699) 0 0 (901,175)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 915,660 1,468 (1,095) 495,209
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 216,190 186,672 (80,519) 44,530 125,578
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 29,231 38,208 31,106
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 80,767 32,130 (10,119) 57,989 77,140
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ (13,260)
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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.
Award Timing Method 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.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true