Robert B. Atwell
About Robert B. Atwell
Robert B. Atwell (67) is a founder of Nicolet Bankshares and has served as a director since 2000. He was Executive Chairman from April 26, 2021 through December 31, 2023, and previously served as Chairman, President, and CEO through April 26, 2021, bringing over 40 years of banking leadership, regulatory relationships, and community ties . The Board determined he is not independent under NYSE rules (independent except for Atwell, Daniels, Ghidorzi, and Johnson) . As of January 31, 2025, he beneficially owns 271,614 shares (1.7% of shares outstanding) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicolet Bankshares, Inc. | Chairman, President & CEO | Through Apr 26, 2021 | Founder; extensive banking leadership and regulatory/community connections |
| Nicolet Bankshares, Inc. | Executive Chairman | Apr 26, 2021 – Dec 31, 2023 | Succession transition leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the proxy . |
Board Governance
- Independence: Not independent under NYSE rules .
- Board meeting attendance: In 2024, the Board held 9 meetings; each member attended at least 75% of Board and committee meetings; Annual Meeting was attended by 14 of 15 nominees .
- Lead Independent Director: Effective with the 2025 Annual Meeting, Board leadership includes a Chairman (Daniels) and an independent Lead Director (Dykema); executive sessions without management are held and presided over by the Compensation Committee Chair or Audit Committee Chair .
- Minimum director ownership: Non-employee directors must own at least 2,000 shares by the third anniversary of appointment; the Company emphasizes ownership alignment for directors .
| Committee | Member (Atwell) | 2024 Meeting Count | Notes |
|---|---|---|---|
| Risk Committee | Yes | 3 | Enterprise-wide risk oversight |
| Trust Committee | Yes | 4 | Bank trust powers oversight; joint with Wealth Mgmt |
| Wealth Management Committee | Yes | 4 | Wealth management oversight |
| ALCO | Yes | 4 quarterly + 8 monthly | Interest rate, liquidity, funding, investment policy oversight |
| Directors Loan Committee (DLC) | Rotational assignment (each outside director serves at least one quarter) | 26 | Reviews/approves OLC-reviewed loans |
| Executive Committee | No (not listed) | As needed | — |
| Nominating & Governance | No (not listed) | 2 | — |
| Audit Committee | No (not listed) | 6 | — |
| Compensation Committee | No (not listed) | 2 | — |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Detail |
|---|---|---|---|
| 2024 | 29,500 | 49,974 | Granted 626 immediately vesting shares on May 28, 2024 (closest to $50,000 at $79.83 closing price) |
| 2024 Deferral Election | 100% of cash fees deferred to Directors Deferred Compensation Plan to purchase NIC stock (Atwell is among nine directors designated with *) | — | Directors Plan revised effective July 1, 2024; deferrals invested quarterly in NIC stock; distributions per election post-separation |
Performance Compensation
| Component | 2024 Amount | Metrics/Vesting | Notes |
|---|---|---|---|
| Non-equity incentive plan compensation | $0 (not included for directors) | — | Proxy table omitted zero columns for director compensation |
| Option awards (director awards) | $0 (not included for directors) | — | Directors did not receive option awards in 2024 |
| Performance metrics tied to director pay | None disclosed | — | Director equity grants vest immediately; no performance metrics disclosed |
The Company discloses performance metrics and targets for executives (e.g., annual variable incentive and long-term equity incentive structure), but these do not apply to directors’ compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed for Atwell in the proxy . |
| Interlocks | Compensation Committee interlocks: None; no member was or is an officer/employee, and no relationships requiring disclosure under SEC regulations; no executive officer served on another entity’s board/comp committee with reciprocity . |
Expertise & Qualifications
- Founder with 40+ years in banking across large and small institutions; extensive executive leadership, strategic vision, and regulatory/community connections .
- The Board cites entrepreneurial owner mindset and alignment via ownership as valued attributes in leadership structure .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition Details |
|---|---|---|---|
| Robert B. Atwell | 271,614 | 1.7% | Includes 297 shares in Directors Deferred Compensation Plan; 240,000 exercisable options; 353 unvested restricted shares; and 1,000 shares held in a charitable organization (financial interest disclaimed) . |
Ownership guidelines: Non-employee directors must hold ≥ 2,000 shares by the third anniversary; Atwell exceeds this requirement .
Governance Assessment
- Independence and dual roles: Atwell is not independent and continues to receive consulting fees ($717,000 in 2024) under a three-year advisory arrangement following his Executive Chairman tenure; this ongoing paid advisory role while serving as a director elevates potential management influence and conflict-of-interest perception (RED FLAG) .
- Committee posture: He is active on risk-centric and lending oversight committees (Risk, Trust/Wealth, ALCO, DLC), but is not on the Audit, Compensation, or Nominating & Governance Committees, limiting direct influence over audit quality, pay policies, and nominations—an offset to independence concerns .
- Attendance and engagement: Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings, indicating baseline engagement; Annual Meeting attendance was high (14 of 15 nominees) .
- Ownership alignment: Strong alignment via substantial beneficial ownership (1.7%) and deferral of 100% of cash director fees into NIC stock; immediate-vesting director equity grants lack performance linkage but preserve market risk exposure .
- Related-party ecosystem: Company-wide ordinary-course loans to directors/executives totaled ~$113 million (2% of period-end loan portfolio), disclosed as on market terms; Atwell’s specific related-party disclosure centers on consulting fees, not loans (monitor for advisory scope and influence) .
Overall signal: Founder influence and paid advisory status diminish independence, but risk oversight participation and ownership alignment partly mitigate confidence risk. Investors should monitor the advisory arrangement’s scope, voting patterns on compensation/nominations, and any additional related-party dealings that could impair board effectiveness .