H. Phillip Moore, Jr.
About H. Phillip Moore, Jr.
H. Phillip Moore, Jr., age 64, has served as Chief Financial Officer of Nicolet Bankshares, Inc. (NIC) and Nicolet National Bank since June 7, 2021. He previously led the Southeast US market for Wipfli LLP and was Managing Partner of Porter Keadle Moore, LLC prior to Wipfli’s combination, with over 40 years’ experience in accounting and auditing for community banks . Company performance under his finance leadership included FY 2024 net income of $124 million and diluted EPS of $8.05 versus $62 million and $4.08 in FY 2023; assets grew 4%, loans 4%, and deposits 3% in 2024, supporting the Compensation Committee’s 150% incentive multiple for NEOs due to record earnings, pristine asset quality, and progress on long-term growth strategies .
Company performance snapshot:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD Millions) | $62 | $124 |
| Diluted EPS ($USD) | $4.08 | $8.05 |
| Total Assets ($USD Billions) | $8.5 | $8.8 |
| Total Loans ($USD Billions) | $6.8 | $7.1 |
| Total Deposits ($USD Billions) | $7.2 | $7.4 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wipfli LLP | Southeast US Market Leader | Oct 2019 – May 2021 | Led regional operations post-combination, overseeing financial services practice |
| Porter Keadle Moore, LLC | Managing Partner | Pre-Oct 2019 (prior to Wipfli combination) | Managed audit and advisory services for community banks; deep banking audit expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wipfli LLP | Market Leader (external to NIC) | 2019–2021 | Industry leadership experience in accounting and consulting for banks |
| Porter Keadle Moore, LLC | Managing Partner (external to NIC) | Prior to 2019 | Practice leadership; extensive bank-sector experience |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($USD) | $415,000 | $440,000 | $440,000 |
| Target Annual Variable Incentive Bonus (% of salary) | Not disclosed | 60% (40% cash; 20% equity) | 60% (100% cash; equity moved to LTI) |
| Committee Payout Multiple of Target | Not disclosed | Not disclosed | 150% (applied to cash and equity target) |
| Actual Cash Bonus Paid ($USD) | $207,500 | $110,273 | $396,000 |
Performance Compensation
Annual bonus framework and long-term equity incentive:
| Component | Metric Basis | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Variable Incentive Bonus (Cash) | Company results and individual performance (record earnings, asset quality, strategy progress) | Not disclosed | 60% of salary | 150% of target → $396,000 in 2024 | Cash (paid for FY) |
| Long-Term Equity Incentive (Restricted Stock) | Attainment of goals; restricted stock at 150% multiple of base for 2024 | Not disclosed | Target % of salary (part of LTI in 2024) | Grant-date fair value $395,901 | Vests ratably over 5 years |
Key 2024 equity award details:
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (2024 LTI) | 11/19/2024 | 3,605 | $395,901 | 5 equal annual installments (2025–2029) | Granted at $109.82 closing price |
| Restricted Stock (2023 annual incentive remainder) | 11/20/2023 | 236 unvested at 12/31/2024 | Market value $24,759 at $104.91 | 1/3 immediate; 1/3 on 1st and 2nd anniversaries | Continuation of 2023 program |
| Stock Options (original grant) | 06/07/2021 | 50,000 total; 30,000 exercisable; 20,000 unexercisable | N/A | 5 equal annual installments (2021–2026) | Strike $78.84; expiration 06/07/2031 |
Vesting activity in 2024:
| Item | Quantity | Value Realized ($USD) |
|---|---|---|
| Stock awards vested | 2,663 shares | $210,169 |
| Option exercises | None | $0 |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial ownership | 63,653 shares as of Jan 31, 2025 |
| Shares outstanding (basis for % calc) | 15,273,213 shares outstanding as of Jan 31, 2025 |
| Ownership % of shares outstanding | ~0.417% (63,653 ÷ 15,273,213) |
| Options (exercisable) | 30,000 @ $78.84; expire 06/07/2031 |
| Options (unexercisable) | 20,000 @ $78.84; expire 06/07/2031 |
| Unvested restricted stock | 3,605 (2024 grant) and 236 (2023 remainder) |
| In-the-money value (illustrative, unvested options) | $521,400 (COC estimate at $104.91) |
| Stock ownership guidelines | CFO required to hold 3× base salary; all NEOs compliant |
| Hedging/pledging | Insider policy prohibits short sales, hedging, and margin accounts; blackout periods apply; Rule 10b5-1 usage governed |
2024 LTI vesting cadence for 3,605 RS shares:
| Vest Date | Shares |
|---|---|
| 11/19/2025 | 721 |
| 11/19/2026 | 721 |
| 11/19/2027 | 721 |
| 11/19/2028 | 721 |
| 11/19/2029 | 721 |
Employment Terms
| Term | Provision |
|---|---|
| Start date (CFO) | June 7, 2021 |
| Agreement term | Initial 3-year term; renews automatically daily to maintain 3-year rolling term |
| Base salary review | Annual by Compensation Committee |
| Incentives | Annual bonus (target % of base) and equity awards; incentives subject to clawback per separate policy |
| Severance (no-Cause or Good Reason) | Up to 12 months base pay + 12 months health continuation |
| Change-of-control (Good Reason within 6 months) | 1.5× base salary + target bonus + 12 months health continuation |
| Non-compete | 12 months post-termination; restricted to defined markets |
| Non-solicit/confidentiality | 12 months non-solicit of customers/employees; confidentiality covenants |
| 280G cutback | Payments reduced to avoid excise tax under IRC §280G |
| Governance safeguards | No tax gross-ups; no option repricing; double-trigger CoC for bonus/accelerated vesting |
| Perquisites | Auto allowance, club dues, supplemental health, etc. (see All Other Compensation table) |
| NQDC (2024) | Company contribution $390,000 to retirement subaccount in Nov 2024; vested immediately; year-end balance $1,103,766; earnings $56,911 |
Change-of-control payment sensitivity (estimated at 12/31/2024):
| Component | Amount ($USD) |
|---|---|
| Base Salary | $660,000 |
| Target Annual Incentive Bonus | $396,000 |
| Health Continuation | $29,100 |
| Unvested Restricted Stock (value) | $822,599 |
| Unvested Stock Options (value) | $521,400 |
| Total | $2,429,099 |
Multi-Year Compensation Summary (NEO Total Pay Mix)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($USD) | $415,000 | $440,000 | $440,000 |
| Bonus ($USD) | $207,500 | $110,273 | $396,000 |
| Stock Awards ($USD) | $103,697 | $54,969 | $395,901 |
| Option Awards ($USD) | $0 | $0 | $0 |
| All Other Compensation ($USD) | $352,681 | $231,300 | $489,932 |
| Total ($USD) | $1,078,878 | $836,542 | $1,721,833 |
Compensation Committee, Peer Benchmarking, and Say-on-Pay Context
- Independent compensation consultant Pearl Meyer engaged since 2023; 2024 peer group adjusted to maintain comparability (24 Midwest banks, $6–$18B assets). NEO cash comp competitive; total direct comp aligned with market 75th percentile; total remuneration above 75th percentile .
- Governance practices: pay-for-performance philosophy; robust clawback; ownership requirements; no tax gross-ups; no option repricing; double-trigger CoC provisions .
- Insider trading policy restricts short sales, hedging, and margin accounts; blackout periods and 10b5-1 governance .
Peer group snapshot: 1st Source, BancFirst, Byline Bancorp, City Holding, CrossFirst, Enterprise Financial, FB Financial, First Busey, First Mid Bancshares, First Commonwealth, German American Bancorp, Horizon Bancorp, Lakeland Financial, Merchants Bancorp, Midland States Bancorp, MidWestOne, Northwest Bancshares, Park National, Peoples Bancorp, Premier Financial, QCR Holdings, Republic Bancorp, S&T Bancorp, Stock Yards Bancorp .
Investment Implications
- Alignment: Moore’s pay structure is tied to company performance with a 150% incentive multiple awarded in 2024 on the back of record earnings and asset quality; material LTI (~$396k fair value, 3,605 RS shares) vests over five years, reinforcing multi-year alignment .
- Retention risk: Employment agreement’s evergreen 3-year term, double-trigger CoC economics (1.5× base+target), and 12-month non-compete/non-solicit reduce near-term exit risk; substantial unvested equity and NQDC balance ($1.10M) further anchor retention .
- Selling pressure: No option exercises in 2024; vesting of 2,663 RS shares occurred—manageable supply; policy constraints on hedging and margin accounts mitigate adverse trading signals .
- Ownership: Beneficial ownership of ~0.417% and compliance with 3× salary ownership guideline signal skin-in-the-game; large exercisable option position (30,000 @ $78.84) creates potential future monetization but also continued equity exposure .
- Governance quality: Use of independent consultant, strong clawback, no repricing, and no tax gross-ups lower red-flag risk; lack of explicit performance metric disclosure limits pay-for-performance auditability, but Committee narrative ties payouts to concrete financial outcomes .