Glen E. Tellock
About Glen E. Tellock
Independent director at Nicolet Bankshares since 2023; age 63. Former Chairman, President and CEO of The Manitowoc Company (2009–2015), President & CEO (2007–2009), and CFO (1991–2007); retired President & CEO of Lakeside Foods (May 2016–May 2021). Currently serves on the public boards of Badger Meter and WEC Energy Group. Brings extensive public-company leadership, operations, financial reporting, corporate governance, and strategic planning experience. The Board classifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeside Foods | President & CEO | May 2016–May 2021 | Led operations and strategy; retired in 2021. |
| The Manitowoc Company | Chairman, President & CEO | 2009–2015 | Public-company leadership; governance, strategy, financial oversight. |
| The Manitowoc Company | President & CEO | 2007–2009 | Senior operating leadership. |
| The Manitowoc Company | Chief Financial Officer | 1991–2007 | Financial reporting and capital markets experience. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Badger Meter | Director | Current | Public company board. |
| WEC Energy Group | Director | Current | Public company board. |
Board Governance
- Independence: Independent director; Board notes 11 of 15 nominees are independent (non-independent are Atwell, Daniels, Ghidorzi, Johnson).
- Committees: Executive Committee (member); Audit Committee (member; designated “audit committee financial expert”); Compensation Committee (member). Not a chair.
- Additional Board/Bank committees: ALCO (member). DLC participation rotates; each outside director serves at least one quarter annually.
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings during their term; 14 of 15 directors attended the 2024 Annual Meeting.
- Executive sessions/leadership: Board holds periodic executive sessions; effective 2025, Board added a Lead Director (Dykema).
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Executive Committee | Member | As needed | Board authority between meetings. |
| Audit Committee | Member; Financial Expert | 6 | Oversees financial reporting, internal controls, compliance; designated “financial expert.” |
| Compensation Committee | Member | 2 | Oversees executive/director pay, incentive plans, risk review. |
| ALCO | Member | 4 quarterly + 8 monthly | Oversees treasury policy areas (interest rate sensitivity, liquidity, capital, etc.). |
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Cash fees | $35,750 | Mix of cash retainer and per-meeting fees; Tellock did not elect 100% deferral (no asterisk in table). |
| 2024 | Stock awards | $49,974 | Annual director equity retainer of 626 immediately-vesting shares (valued at $79.83 closing price on grant date). |
| 2024 | Total | $85,724 | Sum of cash and stock. |
Director compensation program (May 2024–Apr 2025): $50,000 equity retainer (immediately vesting); $20,000 cash retainer; per-meeting fees ($1,000 for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust; $500 for DLC); chair fees: Audit $15,000, Compensation $10,000, Nominating & Governance $5,000.
Program changes vs. prior year: 2023 program had $50,000 equity retainer, smaller/none base cash retainer, different per-meeting fee schedule; 898 shares granted in May 2023 vs 626 in May 2024 for the same $50,000 equity retainer.
Performance Compensation
- Non-employee directors do not receive performance-based equity or option awards; 2024 director compensation included only cash fees and immediately vesting stock retainer.
- Company-level incentive framework (for executive oversight): 2024 performance metrics used in pay-for-performance assessments focused on Growth (loan and deposit growth, net interest income), Profitability (net income, EPS, efficiency ratio), and Soundness (asset quality, capital ratios).
| 2024 Performance Metrics | 2024 Result | 2023 Result | Weighting/Outcome |
|---|---|---|---|
| Loan growth (YoY) | 4.3% | 2.8% | Growth (15% weighting); improved. |
| Deposit growth (YoY) | 2.9% | 0.3% | Growth; improved. |
| Net interest income ($000s) | $268,065 | $241,516 | Growth; improved. |
| Net income ($000s) | $124,059 | $61,516 | Profitability (45% weighting); improved. |
| Diluted EPS | $8.05 | $4.08 | Profitability; improved. |
| Efficiency ratio | 54.97% | 59.50% | Profitability; improved. |
| Net loan charge-offs / avg loans | 0.02% | 0.01% | Soundness (40% weighting); stable/slightly higher. |
| NPA / total assets | 0.33% | 0.33% | Soundness; stable. |
| Equity / assets | 13.33% | 12.27% | Soundness; improved. |
| TCE / tangible assets | 9.33% | 7.98% | Soundness; improved. |
Say‑on‑pay context: 2024 advisory vote received ~72% “For”; the Committee engaged with shareholders and implemented changes (e.g., greater formulaic weighting for CEO cash incentive beginning in 2025).
Other Directorships & Interlocks
| Company | Relationship to NIC | Potential Interlock/Conflict |
|---|---|---|
| Badger Meter | No related party transactions disclosed with NIC in 2024 | None disclosed; general related party section lists other directors, not Tellock. |
| WEC Energy Group | No related party transactions disclosed with NIC in 2024 | None disclosed. |
Expertise & Qualifications
- Audit committee financial expert; CPA-level fluency implied through designation; strengthens financial reporting and internal controls oversight.
- Extensive public company C-suite experience (CEO, CFO), governance, and strategic planning.
- Enterprise risk and operations experience via executive roles; Board also emphasizes ERM rigor and cybersecurity oversight through Audit and Risk Committees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Glen E. Tellock | 2,524 | <1% | Includes 1,000 shares held in a family trust. |
| Director ownership guideline | 2,000 shares minimum by 3rd anniversary | n/a | Applies to non-employee directors; Tellock’s holdings exceed guideline. |
No pledging/hedging: Insider Trading Policy prohibits short sales and hedging for directors and officers.
Section 16 compliance: Company disclosed that 11 non-employee directors in the Directors Plan filed one untimely Form 4 due to trustee change; individuals not named.
Governance Assessment
-
Positive signals:
- Independence; deep public-company leadership; designated audit committee financial expert—supports robust oversight of financial reporting and controls.
- Active committee service (Audit, Compensation, ALCO, Executive); Board’s ERM and treasury oversight structure strengthens risk governance.
- Alignment: Holds 2,524 shares vs. 2,000-share director guideline; director equity retainer paid in stock each year.
- Attendance: Met ≥75% threshold; broad Board engagement (9 meetings; high annual meeting attendance).
-
Potential watch items:
- Director equity retainer vests immediately (not performance‑conditioned); investors may prefer longer holding requirements for directors, though stock ownership guideline mitigates.
- Company‑level note: 2024 say‑on‑pay support at ~72% suggests ongoing investor scrutiny of pay design; Board is shifting to more formulaic EPS‑weighted CEO incentives in 2025.
- Related party transactions were disclosed for other directors (Ghidorzi, Johnson) and advisory fees to former Executive Chairman (Atwell); none disclosed involving Tellock in 2024.
- Section 16 timing issue affected some non-employee directors due to administrative change; names not specified.
Overall: Tellock’s independence, audit expertise, and C-suite track record enhance board effectiveness. Equity ownership exceeds director guideline; committee roles indicate strong engagement. No 2024 related‑party exposure disclosed for Tellock; governance practices (insider trading prohibitions, clawbacks) and evolving incentive design respond to shareholder feedback.