Susan L. Merkatoris
About Susan L. Merkatoris
Independent director of Nicolet Bankshares (NIC) since 2003; age 61. A Certified Public Accountant and owner/Managing Member of Larboard Enterprises, LLC (The UPS Store franchises); previously Co‑Owner and Vice President of Midwest Stihl Inc. Her board profile emphasizes financial expertise, internal controls, and audit committee leadership. She is classified as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midwest Stihl Inc. | Co‑Owner and Vice President | Prior to 2025 (dates not specified) | Financial and operational leadership experience cited in director bio |
| Larboard Enterprises, LLC (The UPS Stores) | Owner & Managing Member | Current | Business ownership experience and financial expertise cited in director bio |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Larboard Enterprises, LLC (The UPS Stores) | Owner & Managing Member | Private | Not a public company directorship |
Board Governance
- Independence: Independent director (not among the four non‑independent directors) .
- Board leadership: Audit Committee Chair; designated “audit committee financial expert.” Also serves on Executive, Nominating & Governance, and Compensation Committees; additionally sits on the Board Risk Committee .
- Executive sessions: The Board holds periodic executive sessions without management; sessions are called by the Audit or Compensation Committee Chairs (Compensation Chair presides) .
- Lead Independent Director: Board created the role effective 2025 (Mr. Dykema); Chair remains the CEO (Mr. Daniels) .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of applicable Board/committee meetings; 14 of 15 directors attended the May 20, 2024 annual meeting .
Committee Assignments and Activity (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 6 | Designated audit committee financial expert |
| Nominating & Governance | Member | 2 | Oversees board composition and leadership structure |
| Compensation | Member | 2 | Co‑authors Compensation Committee Report |
| Executive | Member | As needed | Between‑meeting authority; ad hoc cadence |
| Risk | Member | 3 | Enterprise‑wide risk oversight |
Fixed Compensation (Director)
- 2024 director pay program: $50,000 equity retainer (immediately vesting), $20,000 cash retainer; per‑meeting fees ($1,000 for Audit/Comp/Exec/N&G/Risk/ALCO/Trust; $500 for DLC); Audit Chair retainer $15,000; Comp Chair $10,000; N&G Chair $5,000 .
- May 2024 equity grant: 626 shares at $79.83 (immediate vesting) to each non‑employee director (≈$50,000) .
| Component (Calendar 2024) | Amount | Evidence |
|---|---|---|
| Fees earned or paid in cash (Susan L. Merkatoris) | $53,250 | |
| Stock awards (grant‑date fair value) | $49,974 | |
| Total (calendar 2024) | $103,224 | |
| Equity grant detail (all non‑employee directors, May 28, 2024) | 626 shares at $79.83; immediately vesting |
Notes:
- No director options, non‑equity incentive plan pay, pension changes, or “other” compensation were paid in 2024 (excluded columns were zero) .
- Directors may defer cash fees into stock via the Directors Deferred Compensation Plan (rabbi trust) .
Performance Compensation (Director)
- None. Director equity is a fixed annual retainer (immediately vesting restricted stock); there are no PSUs, options, or performance formulas for directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Merkatoris (bio lists private business roles) .
- Compensation Committee interlocks: None; no relationships requiring disclosure for Compensation Committee members (she is a member) .
- Board independence overall: 11 of 15 nominees qualify as independent directors .
Expertise & Qualifications
- Certified Public Accountant; audit committee financial expert per SEC criteria .
- Financial reporting, internal controls, and business ownership experience underscored in board skills matrix narrative and biography .
Equity Ownership
| Metric | Value | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 82,218 | Jan 31, 2025 | As reported in proxy ownership table |
| Ownership as % of outstanding | <1% | Jan 31, 2025 | Asterisk indicates less than one percent |
| Pledged/hedged shares | Not disclosed; hedging/short sales/margin prohibited for insiders | Policy | Insider Trading Policy prohibits short sales, hedging, and margin accounts |
| Director ownership guideline | Minimum 2,000 shares within 3 years of appointment | Policy | She exceeds guideline materially |
Related Party and Conflicts Review
- Related‑party transactions: The company disclosed normal‑course loans to directors/officers and select transactions with two other directors (Ghidorzi lease/construction; Johnson lease) reviewed under policy; no 2024 transactions disclosed involving Ms. Merkatoris .
- Governance controls: Related‑party policy requires Audit Committee approval and recusals for interested directors .
Compensation Committee and Pay Governance Context
- Independent consultant: Pearl Meyer engaged for executive and director compensation benchmarking; assessed as independent and conflict‑free .
- Peer group: 24 regional bank peers (assets $6–$18B); used for 2024 benchmarking .
- Say‑on‑pay: 2024 support “over 72%” (down YoY); Board instituted changes (Lead Independent Director; evolving incentive methodology) following shareholder outreach .
Governance Assessment
-
Strengths
- Independence, significant financial expertise, and service as Audit Chair (chairing a financially literate committee) are positives for oversight quality .
- Strong ownership alignment: 82,218 shares vs. 2,000‑share guideline; immediate‑vesting equity retainer and optional fee deferral into stock increase alignment .
- Robust insider trading restrictions (no hedging/short sales/margin), and related‑party policy/oversight mitigate conflict risk .
- Board commitment to periodic executive sessions and introduction of a Lead Independent Director enhance independent oversight (though she is not the Lead Director) .
-
Watch‑items
- The Chair and CEO roles are combined; while a Lead Independent Director role was added in 2025, investors often scrutinize combined roles in financials; continued execution of independent oversight remains important .
- Say‑on‑pay support >72% in 2024 is acceptable but below best‑in‑class; continued responsiveness to shareholder feedback and clarity around incentive design is important (though this is more executive pay governance than director‑specific) .
-
RED FLAGS
- None disclosed specific to Ms. Merkatoris: no related‑party transactions, no attendance concerns (board‑wide ≥75%), no pledging/hedging disclosed .
Overall, Susan L. Merkatoris brings CPA credentials, long tenure, and audit leadership to NIC. Her independence, committee breadth (Audit Chair; member of Compensation, N&G, Executive; Risk Committee participant), and sizable share ownership support investor confidence in board oversight and financial reporting integrity.