John N. Dykema
About John N. Dykema
Independent director since 2006 (age 61), appointed Lead Independent Director effective with the 2025 Annual Meeting. Owner, President and CEO of Campbell Wrapper Corporation and Circle Packaging Machinery, Inc. (custom packaging machinery manufacturers), bringing manufacturing/operator expertise and long board tenure to Nicolet Bankshares. Independent under NYSE rules; not one of the four non‑independent directors listed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Wrapper Corporation | Owner, President & CEO | Not disclosed | Manufacturing operator; business owner experience applied to board oversight |
| Circle Packaging Machinery, Inc. | Owner, President & CEO | Not disclosed | Manufacturing operator; custom packaging machinery domain |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Campbell Wrapper Corporation | Private manufacturing | Owner, President & CEO | No public board disclosed for Dykema |
| Circle Packaging Machinery, Inc. | Private manufacturing | Owner, President & CEO | No public board disclosed for Dykema |
- No other public company directorships disclosed for Dykema in the proxy.
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Independent under NYSE rules (non‑independent directors are Atwell, Daniels, Ghidorzi, Johnson). |
| Lead Independent Director | Board established a Chairman and independent Lead Director structure effective 2025; Dykema appointed Lead Director. |
| Committees (2024) | Executive Committee (member); Nominating & Governance (Chair); Compensation (Chair); not on Audit. |
| Committee meetings held (2024) | Nominating & Governance: 2; Compensation: 2; Audit: 6; Executive Committee meets as-needed (no annual count provided). |
| Board meetings & attendance (2024) | Board met 9 times; each director attended at least 75% of Board and committee meetings; 14 of 15 directors attended 2024 Annual Meeting. |
| Executive sessions | Board holds periodic executive sessions without management; historically presided by Compensation or Audit Chair; Lead Director added effective 2025. |
| Director ownership guideline | Minimum 2,000 shares by third anniversary for non‑employee directors. |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual equity retainer | $50,000 grant; 626 shares immediately vested (based on $79.83 closing price on grant date, May 2024). |
| Annual cash retainer | $20,000 (effective for May 2024–Apr 2025 board year). |
| Per‑meeting fees | $1,000 per meeting for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust; $500 per Directors Loan Committee (DLC). |
| Chair retainers | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating & Governance Chair: $5,000 (annual, cash). |
| Deferred compensation election | Non‑employee directors may defer cash fees; quarterly purchases of NIC stock via rabbi trust under the Directors Deferred Compensation Plan. |
Director-specific 2024 compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John N. Dykema | 45,000 | 49,974 | 94,974 |
- Dykema elected to defer 100% of his 2024 cash director fees into the Directors Deferred Compensation Plan.
Performance Compensation
| Performance-linked components (Director) | Disclosure |
|---|---|
| Non‑equity incentive plan | None for directors; zero columns excluded in director comp table. |
| Option awards (Director) | None in 2024; zero columns excluded. |
| Performance metrics tied to director pay | Not applicable; director equity grants vest immediately and are not contingent on performance metrics. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dykema. |
| Shared directorships with competitors/suppliers/customers | Not disclosed. |
| Related‑party transactions | Company disclosed ordinary‑course loans to directors/executives/related interests totaling ~$113M (2% of loan portfolio) at 12/31/2024; no Dykema-specific transactions identified. |
Expertise & Qualifications
- Manufacturing operator and business owner with significant experience running custom packaging machinery businesses; strong market connections; long-tenured community bank director.
- Governance leadership: Chair of Nominating & Governance and Compensation Committees; appointed Lead Independent Director effective 2025.
- Board skills matrix emphasis: entrepreneurial mindset, business operations, M&A, corporate governance oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| John N. Dykema | 62,452 | Includes 9,793 in irrevocable trust and 9,182 in Directors Deferred Compensation Plan. | * (<1%) |
- Director equity retainer shares vest immediately (no unvested director equity at grant).
- No options disclosed for Dykema in ownership footnotes.
Insider trading and filings:
- Company reported that eleven non‑employee directors participating in the Directors Plan filed one Form 4 untimely due to an administrative miscommunication during trustee change on June 28, 2024 (catch‑up filings made July 18, 2024).
- Insider Trading Policy prohibits short sales and hedging of NIC stock; blackout periods and 10b5‑1 plan governance apply.
Governance Assessment
- Alignment and leadership: Independent director with substantial share ownership (62,452 shares) well above the 2,000‑share director guideline; appointed Lead Independent Director; chairs both Compensation and Nominating & Governance—strong influence over pay and board composition.
- Committee workload and engagement: Active roles across Executive, Nominating & Governance (Chair), and Compensation (Chair); Board met 9 times in 2024 with minimum 75% attendance threshold met; addition of Lead Director enhances independent oversight.
- Pay structure and incentives: Director pay mix balanced with cash retainer, meeting fees, chair fees, and immediate‑vesting equity retainer; deferral into stock via Directors Plan increases ownership alignment. No director options or incentive plans—reduces pay‑for‑performance risk at board level.
- Shareholder signals: Say‑on‑pay “For” vote over 72% in 2024 (decline vs prior year), prompting program changes and continued outreach; Compensation Committee utilizes independent consultant (Pearl Meyer).
- Controls and policies: Robust clawback (executive incentive comp) and insider trading restrictions (no hedging/short sales); board conducts executive sessions without management.
RED FLAGS and Monitoring Items:
- Dual committee chairmanship (Compensation and Nominating & Governance) concentrates governance influence—places importance on continued independence and capacity as newly appointed Lead Director.
- Administrative lapse: late Form 4s for certain directors due to Directors Plan trustee change; operational rather than behavioral issue but warrants monitoring of reporting controls.
- Related‑party environment: Company engages in ordinary-course director/executive lending; specific RPTs noted for other directors (e.g., leases/contracting)—no Dykema-specific transactions disclosed, but ongoing oversight of related‑party review remains prudent.