Michael E. Daniels
About Michael E. Daniels
Co-founder of Nicolet (2000) and current Chairman, President, and CEO (Chairman since Dec 31, 2023; CEO since Apr 26, 2021). Age 60 as of Dec 31, 2024 . Under Daniels’ leadership, 2024 was a record year: net income $124.1M, EPS $8.05, efficiency ratio improved to 54.97%, NII $268.1M; assets grew to $8.8B, loans +4.3%, deposits +2.9% . Total shareholder return (hypothetical $100) reached 145 in 2024 vs 110 in 2023, reflecting strong share performance . On Sept 8, 2025, the Board extended Daniels’ leadership through 2030 with a $12M equity package tied to 5-year ROAA peer-percentile and cumulative EPS targets (details below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nicolet Bank | EVP & Chief Lending Officer | 2000–2007 | Built core commercial lending; foundation for growth . |
| Nicolet Bank | President & COO | 2007–2016 | Led operations/risk during expansion . |
| Nicolet Bank | President & CEO | 2016–2021 | Transitioned to CEO ahead of holding company CEO role . |
| Nicolet Bankshares (HoldCo) | President & CEO | 2021–present | Drove record profitability; capital build and NIM improvement in 2024 . |
| Nicolet Bankshares | Chairman | 2023–present | Consolidated leadership; added Lead Independent Director in 2025 for governance balance . |
External Roles
- Not disclosed in the 2025 proxy; no other public board service listed for Daniels .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% Salary) | Actual Bonus Paid ($) | Stock Awards Fair Value ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 700,000 | 100% (cash target for annual; equity target moved to LTI) | 1,050,000 (150% of target) | 1,049,879 (LTI RS; 5-yr vest) | Committee awarded 150% multiple on strong results . |
| 2023 | 700,000 | 75% (50% cash/25% equity) | 219,293 | 109,472 | Equity was part of annual program (1/3 immediate, then annually) . |
| 2022 | 700,000 | Not specified | 437,500 | 218,565 | — |
Additional cash/perks (2024): 401(k) match $20,700, supplemental health $20,184, auto $9,031, club dues $345,179, supplemental life insurance among perqs; total “All Other” $408,607 .
Performance Compensation
- 2024 framework emphasized Growth (15%), Profitability (45%), Soundness (40%); assessment is holistic, not formulaic .
| Metric (2024) | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Loan growth YoY | 15% (bucket) | Not disclosed | 4.3% | 150% of target overall program | Cash immediate; LTI RS 5 annual tranches . |
| Deposit growth YoY | — | Not disclosed | 2.9% | — | — |
| Net interest income ($000) | — | Not disclosed | 268,065 | — | — |
| Net income ($000) | 45% (bucket) | Not disclosed | 124,059 | — | — |
| Diluted EPS ($) | — | Not disclosed | 8.05 | — | — |
| Efficiency ratio (%) | — | Not disclosed | 54.97% | — | — |
| Net loan charge-offs/avg loans | 40% (bucket) | Not disclosed | 0.02% | — | — |
| NPA/Total assets (%) | — | Not disclosed | 0.33% | — | — |
| TCE/TA (%) | — | Not disclosed | 9.33% | — | — |
2025 changes (CEO): short-term incentive = 75% objective EPS metric + 25% strategic/individual goals, increasing transparency and reducing discretion .
Equity Grants, Vesting, and Overhang
| Grant Date | Type | Shares/Units | Vesting | Performance Conditions | Value/Terms |
|---|---|---|---|---|---|
| 11/19/2024 | Restricted Stock (LTI) | 9,560 | 5 equal annual installments | Time-based | Grant-date price $109.82; fair value $1,049,879 . |
| 11/20/2023 | Restricted Stock (annual program) | 470 unvested at 12/31/24 | 1/3 immediate; 1/3 on each of first two anniversaries | Time-based | Market value $49,308 at $104.91 . |
| 9/8/2025 (Board-approved) | Restricted Shares | 30,000 | Cliff: 12/31/2030 | Continued service | Part of $12M package; recognized over 2026–2030 . |
| 9/8/2025 (Board-approved) | Performance RSUs | Up to 60,000 | Over 2026–2030 | 30k tied to above-average peer ROAA percentiles; 30k tied to cumulative EPS | Up to $12M combined grant-date value . |
Outstanding equity (12/31/2024):
- Options: 67,500 @ $56.43 exp 11/1/2027 (exercisable), 54,000 @ $70.50 exp 11/18/2029 (exercisable), 10,800 exercisable + 2,700 unexercisable @ $71.57 exp 1/21/2030 .
- Unvested RS: 9,560 (2024 grant) and 470 (2023 grant) .
2024 equity realization:
- Daniels exercised 125,000 options; value realized $6,986,916, and 1,370 RS vested (value $152,067) .
Equity plan capacity/overhang (company-wide): 2011 LTIP reserves 3.0M shares; ~1.2M options outstanding (0.8M exercisable), ~94k RS unvested, ~0.5M shares available (12/31/24) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 232,534; includes spouse IRA 9,803; 401(k) 6,252; 10,030 unvested RS; and options exercisable within 60 days to purchase 135,000 shares; 1.5% of outstanding . |
| Options – exercisable vs. unexercisable | 135,000 exercisable within 60 days; 2,700 unexercisable @ $71.57 exp 2030 (12/31/24 snapshot) . |
| Ownership guidelines | CEO must hold 6× salary; all NEOs in compliance . |
| Hedging/short sales | Prohibited by Insider Trading Policy . |
| Pledging | No pledging disclosure found in proxy; policy does not explicitly note pledging . |
Employment Terms
| Term | Details |
|---|---|
| Contract term | 3-year initial term; renews daily to maintain 3-year rolling term . |
| Severance (no CIC) | 12 months base salary + 12 months health continuation if terminated without Cause or resigns for Good Reason . |
| CIC protection | Double-trigger within 6 months post-CIC: 2× (base salary + target bonus) + 12 months health continuation . |
| Restrictive covenants | 24 months post-termination: confidentiality, non-compete in defined markets, and non-solicitation of customers/employees . |
| Life insurance | $1.5M term policy benefit . |
| Perquisites | Company car/expenses, club dues, business expense reimbursement, and standard benefit programs . |
| Clawback | Robust clawback of cash/equity if financials/performance metrics are materially inaccurate; policy applies irrespective of culpability . |
| Tax gross-ups | None in compensation plans . |
| Option repricing | Prohibited without shareholder approval . |
| CIC payout estimates (12/31/24) | Total $3,971,165 (incl. salary, target bonus, health, value of unvested equity and in-the-money options) . |
Board Governance & Director Service
- Director since 2000; not independent (employee/director) .
- Roles: Chairman of the Board; Chair, Executive Committee; Member: Risk Committee; Trust & Wealth Management Committees; ALCO .
- Lead Independent Director established in 2025 (John N. Dykema) to balance CEO/Chair dual role; periodic executive sessions led by committee chairs .
- Board meetings: 9 in 2024; each director attended ≥75% of Board and committee meetings; 14 of 15 attended 2024 annual meeting .
- Employee directors do not receive additional director compensation .
- Non-employee director ownership guideline: minimum 2,000 shares by third anniversary .
Compensation Structure Analysis
- Mix shifts: As Nicolet matured, long-tenor option-heavy awards moved toward restricted stock for retention/succession; in 2024, LTI RS vests ratably over 5 years; in 2025, CEO annual bonus anchors 75% to EPS metric, reducing discretion and aligning with TSR drivers .
- Pay positioning: Pearl Meyer benchmarking indicates total direct compensation aligned with 75th percentile of peers; total remuneration above 75th percentile; cash is competitive .
- Say-on-pay: 72% “For” at 2024 meeting; Committee engaged shareholders and implemented program changes and governance enhancements (Lead Independent Director) .
- Governance protections: No gross-ups; no single-trigger CIC; no option repricing; robust clawback; hedging prohibited .
Related Party Transactions and Other Risks
- Company policy requires Audit Committee approval for related party transactions; in 2024, aggregate loans to directors/executives/related interests were ~2% of loans, at market terms; disclosed transactions involved other directors (leasing/construction), not Daniels .
- Section 16(a) compliance: administrative delay on Form 4s for non-employee directors due to plan trustee change; corrected July 18, 2024 .
- Risk flags: CEO/Chair dual role addressed via Lead Independent Director; no pledging disclosed; no option repricing; clawback policy in place .
Ownership and Transactions Detail
| Item | 2024 Activity |
|---|---|
| Options exercised | 125,000 shares; value realized $6,986,916 . |
| RS vested | 1,370 shares; value $152,067 . |
| NQDC balance | $4,544,115 at 12/31/24; 2024 earnings $345,304; no registrant contribution for Daniels in 2024 . |
Compensation Peer Group (context for benchmarking)
24 Midwest banks ($6–$18B assets) including Byline, Lakeland, Park National, QCR, FB Financial, S&T, etc.; 2024 adjustments removed larger peers and added Northwest, First Commonwealth, S&T .
Performance & Track Record Snapshot
| Measure | 2024 | 2023 |
|---|---|---|
| Net income ($000) | 124,059 | 61,516 |
| Diluted EPS ($) | 8.05 | 4.08 |
| Net interest income ($000) | 268,065 | 241,516 |
| Efficiency ratio (%) | 54.97 | 59.50 |
| Total assets ($B) | 8.8 | 8.5 (implied by +$0.328B) |
| TSR (index, $100 base) | 145 | 110 |
Investment Implications
- Pay-for-performance alignment improved: 2025 program ties 75% of CEO’s annual bonus to EPS, and the 2025–2030 equity extension uses objective ROAA percentile and cumulative EPS hurdles—supporting clearer linkage to shareholder value and potentially reducing compensation-related proxy scrutiny (72% say-on-pay in 2024) .
- Retention risk appears mitigated through multi-year vesting and evergreen contract: 5-year RS vesting ladders and the 2030 extension, plus 24-month non-compete, reduce flight risk while aligning horizon with strategic plan .
- Selling pressure watch: Large 2024 option exercises (~$7.0M realized) and remaining exercisable options suggest attention to 10b5-1 activity and blackout windows; however, hedging is prohibited, and ownership guidelines are met (6× salary) .
- Governance balance: CEO/Chair dual role is tempered by a Lead Independent Director and periodic executive sessions; compensation safeguards (clawback, no gross-ups, no single-trigger CIC) reduce downside governance risk .
- Strategic execution track record: Record profitability, improved efficiency, capital build, and asset quality stability in 2024 bolster confidence in continued execution; M&A optionality and repurchases provide capital allocation levers under Daniels .