Brenda L. Johnson
About Brenda L. Johnson
Brenda L. Johnson (age 65) has served on NIC’s Board since 2022, bringing extensive community banking leadership as former Chairman of Charter Bankshares and Director of Charter Bank; she holds significant equity in NIC and is classified by the Board as not independent under NYSE rules . The Board requires non-employee directors to hold at least 2,000 shares by their third anniversary; Johnson’s ownership far exceeds this guideline, aligning her interests with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charter Bankshares, Inc. | Chairman | 2008–Aug 2022 | Led holding company governance; deep community bank oversight experience |
| Charter Bank | Director | 1998–Aug 2022 | Board oversight at operating bank level; industry connections |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank Holding Company Association (BHCA) | Past President; Board Member | 2015–2022 | Regional banking advocacy and industry governance network |
Board Governance
- Independence: The Board determined Johnson is not independent; exceptions from independence include Atwell, Daniels, Ghidorzi, and Johnson .
- Committee assignments: Johnson serves on Trust and Wealth Management Committees and the Asset Liability Committee (ALCO), with periodic assignment to the Directors Loan Committee (DLC) at least one quarter per year .
- Standing committees: Johnson is not listed on the Board’s Executive, Nominating & Governance, Audit, or Compensation Committees as of the proxy date .
- Subsidiary board service: All NIC directors also serve on the Nicolet National Bank Board, supporting integrated risk oversight across the enterprise .
- Attendance: In 2024 the Board met 9 times; each director met at least 75% attendance thresholds. The May 20, 2024 Annual Meeting was attended by 14 of 15 nominees .
- Executive sessions and leadership: The Board holds periodic executive sessions without management; effective with the 2025 Annual Meeting NIC will have a Chairman and an independent Lead Director (Dykema) .
Fixed Compensation
NIC’s 2024 director pay design: $50,000 equity retainer (626 shares granted at $79.83, immediate vesting), $20,000 cash retainer, plus per-meeting fees ($1,000 for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, and Trust; $500 for DLC). Committee chairs receive additional cash retainers: Audit $15,000; Compensation $10,000; Nominating & Governance $5,000 . Johnson’s 2024 compensation is shown below.
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $31,000 | Johnson elected to defer 100% of cash fees to the Directors Deferred Compensation Plan (stock purchases) |
| Stock Awards ($) | $49,974 | 626 shares granted and immediately vested ($79.83 close on grant date) |
| Total ($) | $80,974 | Annual 2024 director compensation |
Director Deferred Compensation Plan permits cash fee deferrals into NIC stock via a rabbi trust; payments occur post-separation per planned elections .
Performance Compensation
No director performance-based metrics, bonuses, or option awards are disclosed for directors in 2024; equity retainers vest immediately and are part of annual director compensation .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Johnson .
- Industry associations: Past President and BHCA board member (2015–2022), indicating sector connectivity that may influence information flow .
- Related-party transactions: NIC previously leased a Charter administrative location from an entity with Johnson as controlling owner; rent expense was $37,000 in 2024 and the lease was terminated in 2024 following facility sale (approved under NIC’s related party policy) .
- Director and related-interest loans: NIC’s bank extends loans to directors and related interests at market terms; aggregates were ~$113 million (2% of total loans) at year-end 2024 (not specific to Johnson) .
Expertise & Qualifications
- Banking leadership: Owned and chaired a bank holding company; director at bank operating level .
- Community banking networks: BHCA leadership and board tenure .
- Ownership alignment: Large personal stake in NIC .
- Board-level risk and balance sheet oversight: Service on ALCO, Trust, and Wealth Management Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Brenda L. Johnson | 672,149 | 4.2% | Includes 660 shares in Directors Deferred Compensation Plan |
- Options/RSUs: No options or unvested restricted stock positions are disclosed for Johnson; annual director equity retainers vest immediately .
- Pledging/hedging: NIC’s insider trading policy prohibits short sales and hedging; no pledging is disclosed for Johnson .
- Stock ownership guidelines: Minimum 2,000 shares for non-employee directors by the third anniversary; Johnson exceeds guideline .
Governance Assessment
- Positive signals:
- High ownership (4.2%) and full deferral of cash fees into equity indicate strong alignment with shareholder returns .
- Service on ALCO and Trust/Wealth committees suggests meaningful engagement in balance sheet and fiduciary oversight—critical for bank governance .
- Attendance met governance thresholds; integrated subsidiary board service improves risk oversight continuity .
- Concerns and RED FLAGS:
- Non-independence designation reduces committee eligibility and can limit objective oversight; Board lists Johnson among non-independent directors .
- Related-party rent payment ($37,000) to an entity she controlled—not material but a conflict exposure; mitigated by policy review and lease termination in 2024 .
- Johnson is not on Audit or Compensation Committees, limiting direct influence over financial reporting and pay governance; an independent Lead Director was added in 2025 to strengthen board leadership balance .
- Shareholder votes context:
- 2024 Say‑on‑Pay support was 72%, lower than prior year—Board responded with changes to executive incentive methodology and Lead Director addition; not director-specific but shows responsiveness to governance feedback .
- Section 16 compliance:
- Directors (including non‑employee participants in the Directors Plan) filed one late Form 4 due to a trustee change and residual share purchases; remedied by July 18, 2024 filings .
Overall: Johnson’s substantial ownership and committee engagement on ALCO and Trust/Wealth support alignment and operational oversight, while non-independence and a prior related-party lease are governance risk factors to monitor. The termination of the lease and NIC’s related‑party policy and audit committee review mitigate conflict concerns, but continued vigilance on independence-sensitive matters is warranted .