Dustin J. McClone
About Dustin J. McClone
Independent director of Nicolet Bankshares, Inc. (NYSE: NIC). Age 42 (as of Dec 31, 2024). Director since 2017. Current role: President & CEO of McClone Insurance Group. Prior board role: Director of First Menasha Bancshares, Inc. (2010–Apr 28, 2017). Independent under NYSE rules. Audit Committee member. In 2024, each director attended at least 75% of Board and committee meetings; McClone signed the 2024 Audit Committee Report, indicating active engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Menasha Bancshares, Inc. | Director | 2010 – Apr 28, 2017 | Banking board experience; later combination with Nicolet created director continuity |
External Roles
| Organization | Role | Public/Private | Committee roles |
|---|---|---|---|
| McClone Insurance Group | President & CEO | Private | Insurance strategy and risk expertise brought to NIC Board |
| Other current public company boards | — | — | None disclosed |
Board Governance
- Independence: Board determined McClone is independent; only four directors (Atwell, Daniels, Ghidorzi, Johnson) were not independent.
- Committee assignments: Audit Committee member (not Chair). 2024 meetings: Audit (6), Compensation (2), Nominating & Governance (2); McClone is listed only on Audit among standing committees.
- Attendance: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings held during their service. 14 of 15 nominees attended the May 20, 2024 Annual Meeting.
- Lead Independent Director: Effective with 2025 Annual Meeting, Board established a Lead Director (Dykema) to enhance independent oversight.
- Shareholder support: At the May 19, 2025 annual meeting, McClone received 10,218,162 “For” votes vs 164,902 “Withheld.”
Fixed Compensation (Director)
| Component | 2024 Structure/Amount | Notes |
|---|---|---|
| Annual equity retainer | $50,000 (626 shares), immediately vesting | Granted May 28, 2024 at $79.83 close; applies to all non‑employee directors |
| Annual cash retainer | $20,000 | Added for May 2024–Apr 2025 service |
| Per‑meeting fees | $1,000 per meeting (Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust); $500 per DLC meeting | Differentiated by committee; DLC is Directors Loan Committee |
| Chair retainers | Audit Chair $15,000; Compensation Chair $10,000; N&G Chair $5,000 | McClone is not a chair |
| Deferred compensation election | Directors can defer cash fees into stock via the Directors Plan | Nonqualified plan; rabbi trust invests deferrals in NIC stock |
Director compensation actually received in 2024:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dustin J. McClone | 30,000 | 49,974 | 79,974 |
| Footnote | 100% of McClone’s 2024 cash director fees were deferred into the Directors Plan to purchase NIC stock (among nine directors electing 100%; Ghidorzi deferred 50%). | 626 shares granted, immediately vested (grant-date fair value) | |
Performance Compensation
- None disclosed for directors. Equity retainers vest immediately and are not subject to performance conditions.
- No option awards or non‑equity incentive plan compensation for directors in 2024.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for McClone |
| Prior board roles | Director, First Menasha Bancshares, Inc. (2010–Apr 28, 2017) |
| Interlocks | None disclosed with NIC competitors, suppliers, or customers |
Expertise & Qualifications
- Insurance strategy and risk management expertise as President & CEO of McClone Insurance Group; supports oversight of financial reporting and enterprise risk via Audit Committee.
- Active participation in Audit Committee (member; Audit Committee Report signatory).
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 6,043 shares; <1% of outstanding |
| Breakdown | Includes 1,627 shares held in the Deferred Compensation Plan for Non‑Employee Directors |
| Options/RSUs | No options or unvested RSUs disclosed for McClone as a director |
| Ownership guideline (directors) | Minimum 2,000 shares within 3 years of appointment; McClone exceeds with 6,043 shares |
| Hedging/pledging | Insider Trading Policy prohibits short sales and hedging; subject to trading windows and blackout periods; margin account use is restricted. No pledging by McClone disclosed. |
Related-Party/Conflicts Review
- Related-party transactions disclosed for 2024 involve other directors (e.g., facility lease and construction with Ghidorzi; lease previously with an entity controlled by Johnson; consulting fees to former Executive Chairman Atwell). No transactions identified involving McClone or his affiliates.
- Ordinary-course loans to directors and related interests totaled ~$113 million (2% of loans) with market terms; individual borrowers not listed.
Compensation Structure Analysis (Board)
- 2024 changes: Added a $20,000 cash retainer and standardized $1,000 per‑committee meeting fees (select committees), with $500 per DLC meeting; continued $50,000 equity retainer with immediate vesting. This increased fixed and meeting-based cash vs. prior year’s structure and eliminated per‑meeting fees for full Board meetings.
- Consultant: Pearl Meyer engaged for a comprehensive board compensation review informing 2024 changes.
Say‑on‑Pay & Shareholder Feedback (context for governance quality)
- 2025 Say‑on‑Pay advisory vote: For 9,151,680; Against 1,126,980; Abstain 105,705; Broker Non‑Votes 1,541,673. Board recommended “One Year” frequency; shareholders supported annual votes.
- Board has increased transparency and structure in executive incentives and established a Lead Independent Director effective 2025.
Governance Assessment
- Strengths:
- Independence and relevant domain expertise; serves on Audit Committee and signed its report, indicating active oversight.
- Strong ownership alignment: exceeds 2,000‑share director guideline; deferred 100% of 2024 cash fees into NIC stock.
- No related‑party transactions involving McClone disclosed.
- Robust insider trading policy prohibiting hedging; structured board compensation reviewed by independent consultant.
- Watch items:
- Director equity grants immediately vest, limiting retention/long‑term performance linkage for board compensation; however, deferral into stock increases exposure to owner outcomes.
- Form 4 timeliness: the company disclosed one late Form 4 for eleven non‑employee directors due to a trustee change in the Directors Plan; administrative in nature, but a minor procedural footnote.
Overall, McClone’s independence, Audit Committee service, full fee deferral into stock, and absence of related‑party ties are positive governance signals for investor confidence, with a minor administrative Section 16 timing disclosure at the board level.