Eric J. Witczak
About Eric J. Witczak
Executive Vice President and Secretary of Nicolet Bankshares, Inc. since April 26, 2021; also Executive Vice President and Chief Operating Officer of Nicolet National Bank, responsible for all revenue lines and marketing; with the Bank since August 23, 2000 . Age 53 as of December 31, 2023 . Company performance used for incentive decisions emphasizes Growth, Profitability, and Soundness; in 2024, net income rose to $124,059k and diluted EPS to $8.05 (vs. $61,516k and $4.08 in 2023), with improved efficiency ratio and equity ratios, which factored into payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nicolet Bankshares, Inc. | Executive Vice President & Secretary | 2021–present | Senior corporate officer; aligned with enterprise compensation and governance structures |
| Nicolet National Bank | Executive Vice President, Chief Operating Officer | 2021–present | Oversight of all revenue lines and marketing; core execution leadership |
| Nicolet National Bank | Executive Vice President (retail, mortgage, innovation, IT, marketing) | 2000–2021 | Led distribution, consumer banking, technology, and marketing capabilities |
External Roles
No public company directorships or external board roles disclosed for Witczak in reviewed filings .
Fixed Compensation
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $400,000 | $440,000 | $440,000 |
| All Other Compensation | $211,571 | $149,058 | $69,091 |
| Total Cash (Salary + All Other) | $611,571 | $589,058 | $509,091 |
Perquisites detail (2024):
| Perquisite | Amount |
|---|---|
| 401(k) Company Match Contribution | $20,700 |
| Supplemental Employer Health Benefit | $20,184 |
| Auto Allowance | $5,876 |
| Club Memberships | $21,230 |
| Other Perquisites < $10,000 | $1,101 |
| Total All Other Compensation | $69,091 |
Performance Compensation
Compensation mix uses annual cash bonus and equity plus episodic long-term equity awards; annual incentives are set as a defined target % of salary with cash and equity components, and subject to clawback .
Multi-year view:
| Incentive Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Bonus (Cash) | $200,000 | $110,273 | $396,000 |
| Stock Awards (Fair Value) | $99,811 | $54,969 | $395,901 |
| Option Awards (Fair Value) | — | — | — |
| Total Performance Compensation (Bonus + Stock + Options FV) | $299,811 | $165,242 | $791,901 |
Performance metrics guiding payouts:
| Metric | Weighting 2024 | 2024 Actual | Weighting 2023 | 2023 Actual | Vesting/Notes |
|---|---|---|---|---|---|
| Loan growth (YoY) | 15% | 4.3% | 15% | 2.8% | Annual RSUs for STI vest 1/3 immediate, 1/3 on each of next 2 anniversaries |
| Deposit growth (YoY) | 15% | 2.9% | 15% | 0.3% | |
| Net interest income ($000s) | 15% | $268,065 | 15% | $241,516 | |
| Net income ($000s) | 45% | $124,059 | 50% | $61,516 | |
| Diluted EPS | 45% | $8.05 | 50% | $4.08 | |
| Efficiency ratio | 45% | 54.97% | 50% | 59.50% | |
| Net loan charge-offs / avg loans | 40% | 0.02% | 35% | 0.01% | |
| Nonperforming assets / total assets | 40% | 0.33% | 35% | 0.33% | |
| Stockholders’ equity / assets | 40% | 13.33% | 35% | 12.27% | |
| TCE / TA | 40% | 9.33% | 35% | 7.98% | Long-term equity awards vest in 5 equal annual increments |
Clawback: all incentive compensation (cash bonus, retention awards, equity incentive) subject to recovery for material misstatements or restatements; policy aligns with SEC rules .
Equity Ownership & Alignment
Beneficial ownership (includes exercisable options and unvested restricted shares per footnotes):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Shares Beneficially Owned | 94,154 | 114,853 | 136,995 | 142,210 |
| Footnote treatment (options/unvested shares included) | See footnote including 65,150 options, 6,783 401(k), 1,344 unvested restricted | See table methodology | Includes 109,000 options and unvested restricted shares | See table methodology |
Outstanding equity awards (FY 2024):
- Options: 25,000 @ $70.50 exp. 11/18/2029 (exercisable); 30,000 exercisable and 20,000 unexercisable @ $78.67 exp. 5/13/2031; vest over 5 equal annual increments .
- RSUs: 3,605 unvested from 11/19/2024 5-year ratable vesting; 236 unvested from 11/20/2023 with 1/3 immediate and next two anniversaries; market value based on $104.91/share at 12/31/2024 .
Option exercises and stock vested (2024):
| Activity | 2024 |
|---|---|
| Options – Shares Acquired on Exercise | 56,053 |
| Options – Value Realized | $3,469,355 |
| Stock Awards – Shares Vested | 647 |
| Stock Awards – Value Realized | $71,783 |
Ownership policies and trading:
- Stock ownership guidelines: CEO 6x salary; other NEOs 3x salary; all NEOs in compliance as disclosed .
- Hedging/short-sale policy: Short sales and hedging transactions prohibited; blackout periods apply; margin accounts and certain short-term trading prohibited; Rule 10b5‑1 plans governed by policy .
- Pledging: No explicit disclosure of pledging restrictions; not identified in reviewed filings .
Employment Terms
| Provision | Term |
|---|---|
| Agreement Term | Initial 1-year term; auto-renews daily to maintain 1-year rolling term unless notice to cease |
| Base Salary | Reviewed annually by Compensation Committee |
| Annual Bonus | Cash + equity at defined target % of salary; discretionary within Board framework; subject to clawback |
| Severance (without Cause or Good Reason resignation) | Up to 12 months base pay + 12 months health continuation coverage |
| Change-of-Control (double trigger) | If resigns for Good Reason within 24 months of CoC: 2.99x base salary + largest annual bonus paid in prior 3 years + 18 months health continuation; subject to 280G cutback |
| Restrictive Covenants | 12 months post-termination: non-compete; non-solicit customers; non-solicit employees with material contact |
| Expenses/Perqs | Reimbursement of reasonable business expenses; country club dues; benefit programs |
| Clawback | Incentive compensation subject to recoupment policy and agreement terms |
Historical employment terms (2018 agreement snapshot): target bonus 30% of base; severance formulas including 1.5x base + bonus for CoC-related resignation then in effect; 12-month non-compete and restrictive covenants .
Say-on-Pay & Shareholder Feedback
| Year | Result | Notes |
|---|---|---|
| 2024 | >72% For | Committee implemented changes to reduce discretion in 2024/2025; instituted Lead Independent Director; continued shareholder engagement |
| 2023 | >86% For | Marked improvement vs. prior year; proactive shareholder outreach and changes to compensation practices noted |
Compensation Governance Highlights
- No tax gross-ups for NEOs; no option repricing without shareholder approval; change-in-control requires double trigger; stock ownership requirements; robust clawback policy .
- Section 162(m) nondeductibility: 2024 estimated $18.4M not deductible collectively (primarily from option exercises; covers Atwell, Daniels, Witczak, Hutjens) .
Investment Implications
- Alignment strong via ownership and long-dated vesting: Witczak is subject to 3x salary ownership guideline and is disclosed as compliant; equity vests over five years, supporting retention and long-term alignment .
- Insider selling pressure: Significant 2024 option exercises (56,053 shares; $3.47M value); continued unexercisable options and unvested RSUs suggest staged future supply but ongoing holding requirements mitigate hedging/short-term trading and discourage speculative activity .
- Pay-for-performance: 2024 performance improved across profitability and efficiency, reflected in materially higher bonus and stock awards vs. 2023; oversight tightened with less discretion and clearer metrics, yet payouts remain judgment-based, implying continued Committee influence over year-to-year variability .
- Retention and CoC economics: 12-month severance on standard termination and 2.99x base plus largest bonus on double-trigger CoC provide strong retention and transition protection; restrictive covenants (12 months non-compete/non-solicit) lower near-term departure risk .
- Governance sentiment: Say-on-pay support softened to 72% in 2024 from 86% in 2023, indicating investor scrutiny of award structure and discretion; Committee responses (Lead Independent Director, plan changes) suggest responsiveness but ongoing engagement remains prudent .