Board Justification

Nicolet has a distinctly entrepreneurial approach to its executive compensation philosophy, which has included the use of episodic equity-based incentives at the inception of identified performance periods (typically based on a five-year strategic horizon with awards carrying a five-year vesting period), in addition to competitive base salaries, annual target incentives (typically based on a percentage of salary, including a short-term incentive portion to be paid immediately in cash and a long-term incentive portion paid in equity that vests ratably over a five-year period) and competitive benefits. Nicolet also has the ability to selectively and subjectively make company contributions (“Company Contributions”) under Nicolet’s nonqualified deferred compensation (“NQDC”). All these components of compensation reward individual actions and performance; provide a mix of short-term and long-term compensation; allow us to attract, retain and motivate high-quality, skilled executives; and pay for performance over the longer term that is in alignment with Nicolet’s vision, strategic plans, and shareholder interests.

Board Justification

The annual variable incentive bonus is represented as a target percentage of salary, payable in cash for attainment of goals. Based on the results for 2024, each individual’s performance assessment, and perspective of the total compensation package for each executive, the Committee awarded a 150% multiple of target incentive (cash and equity) for each named executive officer, applied to the base salary. The Committee determined that the assigned multiple of target incentive bonus was warranted mainly due to a) 2024 record earnings (as discussed above); b) pristine asset quality; and c) satisfactory progress toward long-term growth strategies.

Board Justification

All Other Compensation as reported in this column includes: 401(k) company match contributions, company contributions to employee retirement subaccounts, supplemental employer health benefit, auto allowances, club memberships, key person life insurance premiums, housing and travel allowance, and other perquisites and personal benefits each less than $10,000 individually (supplemental health insurance coverage and group term life insurance).

Board Justification

Represents the unvested remainder of a restricted stock grant made on November 20, 2023, of which one-third vested immediately and one-third on each of the first and second anniversaries of the initial grant related to the annual variable incentive bonus for 2023.