Marcia M. Anderson
About Marcia M. Anderson
Independent director (age 67), serving on Nicolet Bankshares’ board since 2022. Retired Major General, U.S. Army, and former U.S. Federal Court Executive, bringing public company board experience and legal/regulatory expertise. Designated audit committee financial expert. Holds 2,462 shares of NIC, including 290 through the Directors Deferred Compensation Plan; less than 1% of shares outstanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Major General (Retired) | Not disclosed | Strategic leadership and risk oversight experience leveraged for board governance |
| U.S. Federal Courts | Executive | Not disclosed | Legal, regulatory, and compliance expertise relevant to audit and risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGE Energy | Director (public company) | Not disclosed | Adds public company governance perspective; no NIC interlocks disclosed |
Board Governance
- Independence: Board determined Ms. Anderson is independent under NYSE rules; 11/15 nominees are independent .
- Committees: Member, Audit Committee; designated Audit Committee Financial Expert; member, Asset Liability Committee (ALCO) .
- Attendance: Board met 9 times in 2024; all directors met at least 75% attendance; 14 of 15 director nominees attended the 2024 annual meeting .
- Leadership: Board instituted Lead Independent Director effective 2025 (Dykema); executive sessions held periodically led by Compensation or Audit Chairs .
- Policies: Code of Business Conduct, Corporate Governance Guidelines, Insider Trading Policy (prohibits short sales/hedging/margin accounts), Whistleblower Policy .
Fixed Compensation
| Component | 2024 Structure | Ms. Anderson – 2024 Actual |
|---|---|---|
| Annual cash retainer | $20,000 | Included in Fees Earned/Paid in Cash |
| Equity retainer (stock grant) | $50,000; 626 shares, immediately vested (grant date close $79.83) | $49,974 stock award value |
| Committee meeting fees | $1,000 per meeting (Audit, Compensation, Executive, N&G, Risk, ALCO, Trust); $500 per DLC meeting | Included in Fees Earned/Paid in Cash |
| Chair fees | Audit Chair $15,000; Compensation Chair $10,000; N&G Chair $5,000 | Not applicable (not a chair) |
| Deferred comp election | Option to take cash fees in stock via Directors Plan | 290 shares held in Directors Plan; 2024 total cash fees $31,000 |
Performance Compensation
- Directors receive annual equity retainer with immediate vesting; no performance metrics tied to director compensation disclosed. Equity is intended to align directors with shareholders through ownership .
Other Directorships & Interlocks
| Person | External Board | Possible Interlock with NIC Ecosystem |
|---|---|---|
| Marcia M. Anderson | MGE Energy (public) | None disclosed with NIC customers/suppliers/competitors; no related-party transactions involving Anderson reported . |
Expertise & Qualifications
- Audit/Accounting/Finance and Enterprise Risk: Audit committee financial expert designation; oversight of financial reporting/internal controls .
- Legal/Regulatory/Compliance: Federal courts executive experience .
- Strategic Leadership: Military command experience; governance depth from public company board role .
Equity Ownership
| Holder | Shares Beneficially Owned | Form of Ownership Detail | % of Outstanding |
|---|---|---|---|
| Marcia M. Anderson | 2,462 | Includes 290 shares via Directors Deferred Compensation Plan | Less than 1% |
- Director ownership guideline: Minimum 2,000 shares by third anniversary of appointment; Anderson exceeds the requirement (2,462 shares) .
Governance Assessment
- Board Effectiveness: Anderson strengthens audit oversight as a financial expert and brings legal/regulatory rigor; independent status supports objective oversight .
- Compensation Alignment: Director pay mix balanced (cash retainer, equity retainer, meeting fees); equity grants immediately vest but reinforce ownership culture; no director options or performance-linked pay disclosed for directors .
- Conflicts/Related-Party: No Anderson-related transactions disclosed; board’s related-party items involve other directors (leases/consulting) and are reviewed under policy; loans to insiders were standard terms, ~2% of portfolio .
- Investor Signals: Say‑on‑pay support declined to ~72% in 2024, prompting program changes (EPS-driven 2025 incentives for CEO); introduction of Lead Independent Director enhances governance .
- RED FLAGS: None specific to Anderson. Board-level note of eleven non-employee directors filing one untimely Form 4 due to a trustee transition in the Directors Plan; administrative cause and corrected filings, not tied individually to Anderson in disclosures .
- Overall: Anderson’s independence, audit expertise, and compliance background are positives for investor confidence; ownership guideline compliance adds alignment. No disclosed conflicts or attendance concerns .