Item 5.02 Departure of Directors or Certain Officers; Election of Officers;
Appointments of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 11, 2021, Nicolet Bankshares, Inc. ("Nicolet" or the "Company") announced
that industry veteran Phil Moore will be joining the Company as Chief Financial
Officer, effective June 7, 2021. Mr. Moore, age 60, will join the Company after
a thirty-nine year career in the accounting and auditing of community banks,
most recently serving as the Southeast US Market Leader for Wipfli LLP (the 19th
largest accounting and consulting firm in the US). Prior to Wipfli's practice
combination with Porter Keadle Moore, LLC in October 2019, Mr. Moore served as
the managing partner of Porter Keadle Moore, LLC.
"Phil brings with him extensive knowledge of accounting and regulatory issues
that affect financial institutions," said Nicolet's President and CEO, Mike
Daniels. "We have worked closely with Phil since the organization of Nicolet
National Bank, and are now thrilled to bring Phil's deep community bank
strategic thinking and leadership skills into the organization."
As previously disclosed in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 23, 2021, Nicolet's current Chief
Financial Officer, Ann Lawson, has announced her intent to retire in 2021. Ms.
Lawson will continue in her role as Chief Financial Officer until Mr. Moore
joins the Company and thereafter assist in the transition until her retirement,
which is expected to occur by the end of second quarter 2021.
There are no arrangements or understandings between Mr. Moore and any other
persons pursuant to which Mr. Moore was selected as Chief Financial Officer. Mr.
Moore has no family relationship with any other director or executive officer of
the Registrant, nor with any person nominated or chosen to serve as a director
or executive officer of the Company. Mr. Moore is not a director of any company
with a class of securities registered pursuant to section 12, of the Securities
Exchange Act of 1934, as amended (the "Act"), subject to the requirements of
section 15(d) of the Act, or of any company under the Investment Company Act of
1940.
During 2020 and prior, the Company engaged Wipfli LLP to serve as the
independent registered public accounting firm for the Company. Mr. Moore
participated in those engagements with the Company, although Mr. Moore promptly
informed Wipfli LLP and removed himself from the provision of services to
Nicolet once potential employment discussions commenced. During 2020, the
Company paid Wipfli LLP approximately $436,407 in fees in connection with such
engagement and related services. Wipfli LLP has continued to provide the Company
with accounting services for the current fiscal year. Based on Mr. Moore's
expected responsibilities for financial reporting oversight with the Company,
Wipfli LLP will not be independent with respect to the Company on a going
forward basis and thus will not be able to continue to serve as the Company's
independent registered public accounting firm. Other than with respect to Wipfli
LLP, there are no transactions between the Company and Mr. Moore that require
disclosure under the SEC regulations.
The Company intends to present Mr. Moore with an employment contract, which the
Company expects will be executed commensurate with the start of Mr. Moore's
employment. Mr. Moore is anticipated to have a base salary of $400,000, will be
eligible to participate in Nicolet's annual variable incentive bonus, long-term
equity incentive and nonqualified deferred compensation programs, commensurate
with similarly situated executives of the Company. Subject to approval by the
Compensation Committee of the Board of Directors, Mr. Moore will be granted
10,000 shares of restricted stock, which will vest over a five-year period. He
will also be entitled to receive other employee benefits generally available to
all employees of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
Cover Page Interactive Data File - the cover page XBRL tags are embedded
104 within the Inline XBRL document
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