Andrew F. Hetzel, Jr.
About Andrew F. Hetzel, Jr.
Andrew F. Hetzel, Jr. (age 68) is an independent director of Nicolet Bankshares, Inc. (NIC) since 2018. He is Chairman and Owner of FyterTech Nonwovens Corporation, a global manufacturer of spill control filtration and medical nonwoven products with customers in 66 countries, bringing acquisition integration and manufacturing leadership experience to the board . As of the latest proxy, he is one of the board’s independent members and not an employee of the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FyterTech Nonwovens Corporation | Chairman & Owner | Not disclosed | M&A experience, cultural integration; industry/manufacturing leadership |
| NPS Corporation | President & CEO | Not disclosed | Manufacturing operator; acquisition integration experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| FyterTech Nonwovens Corporation | Chairman & Owner | Private | Global sales footprint (66 countries) |
Board Governance
- Independence: Hetzel is independent under NYSE rules; the board has 11 of 15 independent nominees .
- Attendance: The board met 9 times in 2024; each director attended at least 75% of board and committee meetings for which they served; 14 of 15 attended the 2024 annual meeting .
- Leadership: NIC adopted a Chairman and an independent Lead Director structure effective with the 2025 annual meeting (Lead Director: John N. Dykema) .
| Committee | Membership Status | Chair Role | Meeting Count (2024) |
|---|---|---|---|
| Executive | Not a member | — | As needed |
| Nominating & Governance | Not a member | — | 2 |
| Audit | Not a member | — | 6 |
| Compensation | Not a member | — | 2 |
| Risk Committee | Not listed as member | — | 3 |
| Trust Committee | Member | — | 4 (joint with Wealth) |
| Wealth Management Committee | Member | — | 4 (joint with Trust) |
| Asset Liability Committee (ALCO) | Not listed as member | — | 4 quarterly + 8 monthly |
| Directors Loan Committee (DLC) | Outside directors assigned at least one quarter; participates via assignment | — | 26 total; biweekly cadence |
Fixed Compensation
| Year (Calendar 2024) | Cash Fees ($) | Equity Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 29,500 | 49,974 | 79,474 | Defers 100% of cash fees into Directors Deferred Compensation Plan (asterisked group) |
Director compensation program (May 2024–April 2025): $50,000 equity retainer (626 shares at $79.83, immediately vested), $20,000 cash retainer, plus committee per‑meeting fees ($1,000 for Audit, Compensation, Executive, N&G, Risk, ALCO, Trust; $500 for DLC). Directors may elect to receive cash fees in common stock via the Directors Deferred Compensation Plan .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Director Equity Retainer | Immediately vesting restricted stock | None (not performance-linked) | Immediate |
| Director Cash Fees | Retainer + per-meeting fees | None (not performance-linked) | N/A |
NIC’s director pay is not tied to formulaic performance metrics; equity retainer vests immediately and meeting fees are paid for service, not performance .
Other Directorships & Interlocks
| Company | Role | Public | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Hetzel in the proxy . |
Expertise & Qualifications
- Manufacturing operator and owner with acquisition and cultural integration experience; industry and community connections .
- The board values diversity of professional backgrounds; Hetzel contributes entrepreneurial, business operations, and M&A perspectives .
Equity Ownership
| Beneficial Ownership (as of Jan 31, 2025) | Shares | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Andrew F. Hetzel, Jr. | 9,953 | <1% | Includes 1,735 shares held in the Directors Deferred Compensation Plan |
| Director Ownership Guideline | 2,000 shares minimum by third anniversary | — | Hetzel exceeds guideline (9,953 vs. 2,000) |
| Options/RSUs | None for directors in 2024 director compensation (no option awards reported) | — | Director equity retainer is restricted stock, immediately vested |
| Pledging/Hedging | Hedging and short sales prohibited by policy | — | No pledging disclosed for Hetzel |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($) | Post-Transaction Ownership (Shares) | Direct/Indirect | SEC Filing |
|---|---|---|---|---|---|---|---|
| 2024-05-30 | 2024-05-28 | A – Award (Director Equity Retainer) | 626 | 79.83 | 8,218 | Not stated | |
| 2024-07-18 | 2024-07-16 | A – Award (Deferred Plan) | 53.620 | 93.22 | 1,511.906 | Not stated | |
| 2024-07-30 | 2024-07-26 | A – Award (Deferred Plan) | 194.891 | 103.65 | 1,706.797 | Not stated | |
| 2024-10-17 | 2024-10-15 | A – Award (Deferred Plan) | 10.024 | 98.91 | 1,721.754 | Indirect (I) | |
| 2025-05-21 | 2025-05-20 | A – Award (Director Equity Retainer) | 404 | 123.48 | 8,622 | Direct (D) | |
| 2025-07-17 | 2025-07-15 | A – Award (Deferred Plan) | 191.997 | 126.17 | 1,945.631 | Indirect (I) |
Notes:
- Small fractional awards around June–July 2024 align with the proxy’s disclosure of trustee transition causing residual share purchases and subsequent late Form 4 filings for non-employee directors in the Directors Plan .
- Post-transaction ownership reflects the securitiesOwned value reported on Form 4; director awards include the annual equity retainer and deferred cash fee share purchases via the Directors Plan [insider-trades output URLs above].
Related Party Transactions & Conflicts
- No related party transactions disclosed involving Hetzel in 2024. Disclosed transactions involved other directors (Atwell consulting fees; Ghidorzi branch lease and construction contract; Johnson administrative location lease), each reviewed under the policy and at market terms .
- Directors and their related interests held ordinary-course bank loans aggregating ~$113 million (2% of loans), on standard terms; no unfavorable features noted .
Compensation Structure Analysis (Director)
- Mix: For 2024, Hetzel’s director pay was approximately 63% equity ($49,974) and 37% cash ($29,500), with 100% of his cash fees deferred into stock via the Directors Plan—strong ownership alignment .
- Program shift: In 2024 the board added a $20,000 cash retainer and broadened committee meeting fees, while retaining the $50,000 immediately vesting equity retainer (626 shares at $79.83), signaling more structured board pay and continued equity emphasis .
- No performance-linked director compensation, options, or tax gross-ups for directors; equity awards vest immediately .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay (NEOs) received ~72% approval, with evolving incentive design (EPS-based) in 2025 for the CEO to reduce discretion—indicative of responsive governance trends .
Governance Assessment
- Strengths: Independent status; active service on Trust and Wealth committees; participation in DLC; high alignment via deferring cash fees into stock; ownership exceeds director guideline; no Hetzel-specific related-party exposure; adherence to hedging prohibitions .
- Watch items: Not on core oversight committees (Audit, Compensation, N&G, Risk), which limits direct involvement in compensation and audit risk oversight; beneficial ownership remains <1% of shares outstanding, typical for outside directors but below founder/insider levels .
- Overall: Positive alignment and engagement profile with low conflict risk; governance participation focused on fiduciary/trust and wealth segments rather than audit/compensation leadership. Attendance standards met (≥75%); board’s move to add a Lead Independent Director supports overall board effectiveness .