Business Context and Reporting Period
This Form 8-K Current Report was filed by Nicolet Bankshares, Inc. on June 7, 2021. The filing discloses the appointment of H. Phillip Moore, Jr. as Chief Financial Officer, effective June 7, 2021, and the execution of a new employment agreement between the Company, its subsidiary Nicolet National Bank, and Mr. Moore.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change reported is the formalization of the CFO role with a new employment agreement containing the following terms:
- Term: Initial 3-year term with automatic daily renewals to maintain a 3-year duration unless notice is given.
- Base Salary: $400,000 annually, subject to annual review.
- Incentives: Eligibility for annual cash bonuses (target percentage of base) and discretionary equity awards subject to clawback provisions.
- Benefits: Includes a company car, country club dues, and expense reimbursements.
- Severance: Up to 12 months of base pay plus 12 months of health coverage for involuntary termination without "Cause" or resignation for "Good Reason."
- Change of Control: If resignation for "Good Reason" occurs within 6 months of a Change of Control, severance increases to 1.5 times base salary and target bonus plus 12 months of health coverage.
- Restrictive Covenants: 12-month post-termination restrictions on disclosing confidential information, competing in defined markets, and soliciting customers or employees with "Material Contact."
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or general risk factors. The primary contingency noted is that severance benefits are conditioned upon Mr. Moore signing and not revoking a general release of claims. The agreement also includes standard clawback provisions for incentive compensation.
Investor Verification Checklist
- Verify the total potential cash and equity compensation exposure for the CFO role.
- Review the specific definitions of "Cause," "Good Reason," and "Change of Control" in the full agreement (Exhibit 10.1).
- Confirm the impact of the 12-month non-compete and non-solicitation clauses on future executive mobility.
- Check for any subsequent filings regarding the actual bonus targets or equity grant amounts.