Christopher J. Ghidorzi
About Christopher J. Ghidorzi
Christopher J. Ghidorzi (age 47) has served on Nicolet Bankshares, Inc.’s Board since 2013; he is President of Property Development at C.A. Ghidorzi, Inc. and Affiliates (since 2007) and previously served as Director of Equity Trading at Robert W. Baird & Co. (2001–2007) . The Board has determined he is not independent under NYSE rules, alongside Robert B. Atwell, Michael E. Daniels, and Brenda L. Johnson . All Nicolet directors also serve on the Board of Nicolet National Bank, the company’s wholly owned bank subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.A. Ghidorzi, Inc. and Affiliates | President, Property Development | 2007–present | Real estate development experience and related connections; financial/capital markets expertise |
| Robert W. Baird & Co. | Director of Equity Trading | 2001–2007 | Capital markets and financial expertise |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| C.A. Ghidorzi, Inc. and Affiliates | President, Property Development | 2007–present | No public company directorship disclosed for Mr. Ghidorzi |
| Robert W. Baird & Co. | Director of Equity Trading | 2001–2007 | Not a board role; prior employment |
Board Governance
- Committee assignments: Member of the Risk Committee; Trust Committee; and Wealth Management Committee . Not listed on the standing Executive, Nominating & Governance, Audit, or Compensation Committees as of the proxy date .
- Independence: Not independent under NYSE rules (Board determination) .
- Attendance: The Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings during their term. The May 20, 2024 Annual Meeting was attended by 14 of 15 nominees .
- Board structure: 11 of 15 nominees qualify as independent; the Board instituted an independent Lead Director (Mr. Dykema) effective with the 2025 Annual Meeting; Chair remains CEO Michael E. Daniels .
- Minimum ownership: Non‑employee directors must hold a minimum of 2,000 shares by the third anniversary of appointment .
Fixed Compensation
- 2024 Board pay structure (May 2024–April 2025): $50,000 equity retainer (immediately vested; 626 shares at $79.83), $20,000 cash retainer, plus per‑meeting fees ($1,000 for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, and Trust; $500 for DLC) and chair retainers ($15,000 Audit Chair; $10,000 Compensation Chair; $5,000 Nominating & Governance Chair) .
| Component | 2024 Detail |
|---|---|
| Equity retainer | $50,000; 626 shares; grant date May 28, 2024; immediately vested |
| Cash retainer | $20,000 |
| Committee meeting fees | $1,000 per meeting (Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust); $500 per DLC meeting |
| Chair fees | Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Chair $5,000 |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Christopher J. Ghidorzi | 35,500 | 49,974 | 85,474 |
| Note | Elected to defer 50% of 2024 cash fees into the Directors Deferred Compensation Plan |
- Directors Deferred Compensation Plan: Non‑employee directors may elect to defer all or part of cash fees into a rabbi trust invested in Nicolet common stock; distributions occur post‑service per elections .
Performance Compensation
| Aspect | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity retainers immediately vest and are not contingent on performance |
| Options for directors | No director option awards reported in 2024 director compensation; table excludes options, non‑equity incentives, pension changes, and other compensation (zero columns) |
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed for Mr. Ghidorzi | — | No other public company directorships listed in NIC’s proxy |
| Private/non‑profit | C.A. Ghidorzi, Inc. and Affiliates | President | Operating role; not a board interlock disclosure |
Expertise & Qualifications
- Real estate development and related market connections .
- Capital markets/financial expertise from prior equity trading leadership role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Christopher J. Ghidorzi | 11,137 | <1% | Includes 3,190 shares held in the Directors Deferred Compensation Plan |
| Director ownership guideline | Minimum 2,000 shares required by 3rd anniversary for non‑employee directors | — | Mr. Ghidorzi exceeds guideline based on reported holdings |
Governance Assessment
- Committee engagement: Active on Risk and fiduciary/wealth oversight committees, aligning with his risk and financial background; not on Audit or Compensation (limits direct influence on financial reporting and executive pay) .
- Independence and related‑party exposure: Not independent; engaged in related‑party transactions including (i) a branch lease in a facility he owns ($230,000 rent in 2024) and (ii) serving as general contractor for a new branch construction ($11.5 million total; ~$9.5 million paid in 2024; ~75% passed through to subcontractors). He did not participate in deliberations on the construction award; transactions are subject to Audit Committee policy review .
- RED FLAG: Ongoing real estate transactions with a non‑independent director create potential conflicts and perceived influence, even with recusal and policy oversight .
- Attendance: Board met nine times; all directors met at least the 75% attendance threshold; Annual Meeting attendance 14/15—no individual variance disclosed for Mr. Ghidorzi .
- Ownership alignment: Holds 11,137 shares (<1%); uses deferral (50%) to acquire stock via the Directors Deferred Compensation Plan, indicating alignment with equity owners; directors must hold at least 2,000 shares .
- Insider compliance: Insider Trading Policy prohibits short sales and hedging; directors subject to blackout periods . Administrative issue: non‑employee directors (including participants in the Directors Plan) filed a Form 4 late due to trustee change; corrective filings made July 18, 2024 .
- Board structure signal: Addition of an independent Lead Director in 2025 enhances board counterbalance to combined Chair/CEO role .
- Shareholder sentiment: 2024 say‑on‑pay approval “For” vote was over 72%, down from prior year, reflecting increased investor scrutiny of compensation/governance; Committee is making changes to incentive program design .
| Insider Reporting Compliance | Event | Date | Note |
|---|---|---|---|
| Directors Plan trustee change caused late Form 4s | Additional share purchases to clear residual cash | June 28, 2024; Filed July 18, 2024 | Administrative miscommunication; corrected filings |
Overall implications: While equity deferral and committee service indicate engagement and ownership alignment, the non‑independent status and the scale of related‑party real estate transactions (lease and construction) represent governance risks that may weigh on investor confidence; continued strict adherence to recusal, competitive bidding, and transparent audit oversight is critical to mitigate conflict‑of‑interest concerns .