Oliver Pierce Smith
About Oliver Pierce Smith
Oliver Pierce Smith (age 41) is an independent director of Nicolet Bankshares, Inc. (“NIC”) and has served on the Board since 2017. He is a director at Menasha Corporation and previously served as Director of Purchasing at Menasha Packaging; his background includes operating business experience, real estate, acquisition integration, and IT. He beneficially owns 447,050 NIC shares (2.8% of outstanding), signaling strong alignment with shareholders .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Menasha Packaging (division of Menasha Corporation) | Director of Purchasing (retired) | Not disclosed | Operating, supply chain, and IT experience noted by NIC |
| First Menasha Bancshares, Inc. | Director | 2010 – Apr 28, 2017 | Community banking board experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Menasha Corporation | Board of Directors | Not disclosed as public | External board service highlighted by NIC |
Board Governance
- Independence: Smith is independent under NYSE rules; only Atwell, Daniels, Ghidorzi, and Johnson are non-independent .
- Committees: Smith serves on the Risk Committee; Trust Committee; Wealth Management Committee; and participates in the Directors Loan Committee (DLC) on an assigned quarterly rotation .
- Chair roles: None disclosed for Smith across standing or other committees .
- Attendance: The Board met nine times in 2024; each director attended at least 75% of Board/committee meetings; 14 of 15 directors attended the 2024 Annual Meeting .
- Lead Independent Director: NIC established a Lead Independent Director effective with the 2025 Annual Meeting (Dykema); Smith is not the Lead Director .
- Director ownership guideline: Minimum of 2,000 shares by the third anniversary for non-employee directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $32,250 | Per NIC’s director compensation table |
| Stock Awards (grant-date fair value) | $49,974 | Annual equity retainer; immediate vesting restricted stock |
| Total | $82,224 | Sum of cash + equity |
- Structure (May 2024–Apr 2025): $50,000 equity retainer (626 shares at $79.83), $20,000 cash retainer, committee meeting fees ($1,000 per meeting for Audit, Compensation, Executive, Nominating & Governance, Risk, ALCO, Trust; $500 for DLC); chair fees: Audit $15,000, Compensation $10,000, Nominating & Governance $5,000. Directors may elect to defer cash to stock via the Directors Deferred Compensation Plan .
Performance Compensation
| Performance-based Director Compensation Items | Status |
|---|---|
| Options, PSUs, Non-Equity Incentives for Directors | Not used; director compensation did not include these components in 2024 |
NIC’s director equity retainer is immediately vesting restricted stock and not tied to performance metrics; no director options or incentive plan payouts are disclosed for 2024 .
Other Directorships & Interlocks
| Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| Menasha Corporation | Director | No related-party transactions disclosed involving Smith or Menasha; NIC notes aggregate ordinary-course loans to directors/affiliates but does not identify Smith-specific transactions |
Expertise & Qualifications
- Operating and supply chain leadership with real estate, acquisition integration, and IT background; local community involvement; significant share ownership .
- Service on bank subsidiary board (all NIC directors also serve on Nicolet National Bank board) provides comprehensive risk oversight context .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 447,050 shares; 2.8% of outstanding |
| Deferred Compensation Plan holdings | Includes 1,767 shares held via Directors Deferred Compensation Plan |
| Options | None disclosed for directors; director compensation excluded option awards in 2024 |
| Pledged shares | Not disclosed; no pledge noted in Smith’s footnote |
| Ownership guideline compliance | Exceeds 2,000-share minimum requirement |
Governance Assessment
- Alignment: Strong “skin-in-the-game” with 447,050 shares (2.8%), materially exceeding director ownership guidelines; positive signal for shareholder alignment .
- Independence & Committee Work: Independent director engaged across Risk, Trust, and Wealth Management committees; participation in DLC supports credit risk oversight and lending discipline .
- Compensation & Incentives: Balanced cash/equity director pay with immediate vesting restricted stock; no performance-based features (options/PSUs) for directors—reduces pay-driven risk incentives; equity retainer supports long-term alignment .
- Conflicts & Related Parties: No Smith-specific related-party transactions disclosed; broader aggregate loans to directors/affiliates made on market terms (2% of loans outstanding), and separately disclosed transactions involve other directors; low conflict exposure for Smith based on disclosures .
- Attendance & Engagement: Board attendance thresholds met; Board conducted nine meetings in 2024, with strong Annual Meeting participation; engagement metrics supportive of effectiveness .
- RED FLAGS:
- Administrative lapse: Eleven non-employee directors filed one Form 4 late due to a trustee transition in the Directors Plan (process issue rather than misconduct) .
- Influence scope: No chair roles and not on Audit/Comp/Nominating standing committees—limits formal leadership leverage; however, active membership on Risk/Trust/Wealth and DLC indicates substantive oversight engagement .
Overall investor confidence impact: Smith’s substantial ownership and independent status are positives; committee assignments emphasize risk and fiduciary oversight. Lack of chair roles and no presence on key standing committees modestly constrain direct influence, but no disclosed conflicts or related-party exposure tied to Smith mitigate governance risk .