Héctor Colón
About Héctor Colón
Independent director at Nicolet Bankshares, Inc. (NIC), age 52, serving on the board since 2021. Currently President and CEO of Lutheran Social Services of Wisconsin and Upper Michigan, bringing organizational leadership and operational efficiency expertise to NIC’s board. Eleven of fifteen director nominees are independent; Colón is independent under NYSE rules. Minimum director ownership is 2,000 shares within three years—Colón holds 4,245 shares, exceeding the guideline. Board met nine times in 2024; each director attended at least 75% of meetings; 14 of 15 directors attended the 2024 annual meeting.
Past Roles
No prior roles beyond those disclosed in the proxy for Colón.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lutheran Social Services of Wisconsin and Upper Michigan | President & CEO | Not disclosed | Organizational leadership; strategic mindset to increase relevancy and operational efficiencies |
Board Governance
- Independence: Independent director under NYSE rules (not among the four non-independent directors).
- Committee assignments: Not listed on standing Executive, Nominating & Governance, Audit, or Compensation Committees; member of Asset Liability Committee (ALCO). Per policy, each outside director serves on Directors Loan Committee (DLC) for at least one quarter annually.
- Attendance: Board held nine meetings in 2024; each director ≥75% attendance; annual meeting attendance was 14 of 15.
- Board leadership and executive sessions: Periodic executive sessions without management; Lead Independent Director role established effective 2025 (Lead Director: John N. Dykema).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $28,000 | 100% of 2024 cash fees deferred into Directors Deferred Compensation Plan to purchase NIC stock (for nine directors including Colón, denoted by asterisk) |
| Stock Awards | $49,974 | Annual equity retainer; 626 shares granted May 28, 2024, immediately vested (based on $79.83 closing price) |
| Total | $77,974 | Sum of cash fees and stock awards |
Director pay structure (May 2024–Apr 2025): $50,000 equity retainer, $20,000 cash retainer; per‑meeting fees: $1,000 for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust; $500 for DLC; chair retainers: Audit $15,000, Compensation $10,000, Nominating & Governance $5,000. Equity retainer vests immediately.
Performance Compensation
| Metric Type | Terms | Disclosure |
|---|---|---|
| Performance-based equity (PSUs/options) | None for directors | Director equity retainer shares vest immediately; no performance metrics disclosed for directors |
| Meeting fees (activity-linked) | Paid per committee meeting attended | As described in director pay structure; not formulaic performance metrics |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Colón in NIC’s proxy |
- Related party transactions: Proxy lists certain related party arrangements (e.g., lease and construction with Ghidorzi; lease with Johnson; consulting for Atwell)—no related party transactions involving Colón disclosed.
- Loans to directors/executives: Bank makes loans on market terms; aggregate $113 million outstanding to directors/executives/related interests at year-end 2024 (2% of loan portfolio). No unfavorable features. Not specific to Colón.
Expertise & Qualifications
- Board biography highlights organizational leadership and strategic efficiency experience from leading a large social services organization.
- Board skills matrix categories include enterprise risk, strategic planning, and governance experience represented across nominees (not mapped per-individual in proxy).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Héctor Colón | 4,245 | <1% | Includes 853 shares held via Directors Deferred Compensation Plan |
- Director stock ownership guideline: Minimum 2,000 shares by the third anniversary; Colón exceeds guideline.
- Hedging/short sales prohibited by Insider Trading Policy; blackout periods apply; Rule 10b5‑1 plans governed.
- Pledging not specifically addressed in proxy; no pledging by Colón disclosed.
Governance Assessment
- Strengths: Independent status; ALCO membership contributes to oversight of interest rate, liquidity, and capital policies; ownership exceeds director guideline, with additional alignment via full deferral of 2024 cash fees into company stock; board-level attendance threshold met; no Colón‑specific related party transactions disclosed.
- Neutral considerations: Director equity retainer vests immediately (limits explicit retention features but supports annual service compensation); NIC disclosed administrative late Form 4s for eleven non‑employee directors due to a trustee change in the Directors Plan—company-level process issue rather than director‑specific misconduct.
- Overall signal: Governance alignment and risk posture appear supportive of investor confidence for Colón’s role—independence, committee engagement (ALCO), and ownership alignment are positives; no conflicts identified for Colón in 2024.