Lynn D. Davis
About Lynn D. Davis
Independent director since 2021; age 69; Ph.D.; founding partner and consulting dairy nutritionist with deep operating and board experience across dairy production and inputs. Core credentials include agricultural industry expertise, owner-operator mindset, and board roles at privately held dairy-related enterprises; NIC identifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutrition Professionals, Inc. | Founding partner; consulting dairy nutritionist | Not disclosed | Sector expertise applied to NIC’s agricultural lending focus |
| Breeze Dairy Group, LLC | Co-founder, shareholder, board member | Not disclosed | Board governance in dairy operations |
| Quality Roasting, Inc. | Co-founder, shareholder, board member | Not disclosed | Feed/commodity operations oversight |
| The Heifer Authority, LLC | Co-founder, shareholder, board member | Not disclosed | Livestock operations oversight |
External Roles
| Entity | Type | Role | Committee Positions |
|---|---|---|---|
| Breeze Dairy Group, LLC | Private | Board member; co-founder | Not disclosed |
| Quality Roasting, Inc. | Private | Board member; co-founder | Not disclosed |
| The Heifer Authority, LLC | Private | Board member; co-founder | Not disclosed |
| Public company boards | — | None disclosed | — |
Board Governance
- Committee assignments: Risk Committee member; ALCO member; rotating participation on Directors Loan Committee (DLC) at least one quarter per year; not listed as a chair on standing committees (Audit, Compensation, Nominating & Governance, Executive) .
- Independence: Determined independent; exceptions to independence do not include Davis .
- Attendance: Board met 9 times in 2024; all directors met at least 75% attendance; Annual Meeting in 2024 had 14 of 15 directors present .
- Lead Independent Director structure established effective 2025; Lead Director John N. Dykema; Chair is CEO Michael E. Daniels .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $30,500 | Calendar-year cash fees |
| Stock Awards (2024) | $49,974 | 626 shares granted May 28, 2024; immediately vested |
| Total (2024) | $80,474 | No options, no meeting-based incentive columns applicable |
Director pay structure (May 2024–Apr 2025):
- Annual equity retainer: $50,000, granted as 626 shares at $79.83; immediately vested .
- Annual cash retainer: $20,000 .
- Committee meeting fees: $1,000 per meeting for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust; $500 per DLC meeting .
- Chair retainers: Audit $15,000; Compensation $10,000; Nominating & Governance $5,000 (Davis not listed as chair) .
- Deferred Compensation Plan: Nine directors deferred 100% of 2024 cash fees; Davis did not elect full deferral (no asterisk by his name) .
Performance Compensation
- Not applicable for directors; 2024 director compensation excluded option awards, non-equity incentive plan compensation, pension/SERP changes, and other compensation categories .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Shared directorships with NIC counterparties | Not disclosed |
| Related-party transactions | No Davis-specific transactions disclosed; policy requires Audit Committee approval and market terms; aggregate loans to directors/executive officers/related interests ~$113 million (≈2% of loans) at 12/31/2024, at market terms . |
Expertise & Qualifications
- Dairy/agricultural industry operator and consultant; owner-level perspective valuable for NIC’s position as Wisconsin’s largest commercial agricultural bank and support for the dairy sector’s Net Zero Initiative oversight context .
- Enterprise risk and balance sheet exposure familiarity via Risk Committee and ALCO membership .
- Academic credential: Ph.D. (field/institution not disclosed) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 11,900 |
| Ownership % of outstanding | <1% |
| Vested vs. unvested shares | Not disclosed for Davis (director equity grants vest immediately; annual director grant vested at grant) |
| Options (exercisable/unexercisable) | Not disclosed for Davis in beneficial ownership table; no director option compensation in 2024 |
| Shares pledged as collateral | Not disclosed |
| Director ownership guideline | Minimum 2,000 shares within 3 years; Davis exceeds guideline |
Governance Assessment
- Strengths: Independent director with sector-specific expertise aligned to NIC’s agricultural lending franchise; active on Risk and ALCO committees; equity ownership (11,900 shares) exceeds director guideline supporting alignment; board attendance thresholds met; no Davis-specific related-party transactions disclosed .
- Compensation alignment: Director pay mix balanced between cash retainer and immediately vested equity; Davis did not use the Directors Deferred Compensation Plan in 2024, while many peers did—neutral for alignment given equity retainer structure .
- Process considerations: Eleven non‑employee directors in the Deferred Compensation Plan filed one untimely Form 4 due to a trustee change and administrative error (not individually attributed to Davis); highlights need for robust Section 16 controls though characterized as administrative .
- Shareholder signals: 2024 Say‑on‑Pay approval “For” at ~72% indicates some investor scrutiny of compensation design—board’s move to establish a Lead Independent Director and increase formulaic metrics (EPS) for CEO incentives in 2025 may improve governance optics; relevant context for overall board effectiveness .
- Potential conflict watchpoints: Davis’s operating and board roles within dairy supply chain could present perceived conflicts if NIC engages with entities where he has interests; proxy discloses no Davis-specific related-party transactions and outlines strict RPT policy requiring Audit Committee oversight and market terms .
RED FLAGS
- Administrative late Section 16 filings by some non‑employee directors due to trustee change (process risk; not attributed to Davis) .
- Aggregated insider/related‑interest lending (~$113 million) requires continued monitoring and strict adherence to market terms and independence assessments .