Business Context and Reporting Period
This Form 8-K Current Report was filed by Nicolet Bankshares, Inc. on May 11, 2021. The filing discloses a significant executive leadership change involving the appointment of a new Chief Financial Officer (CFO) and the impending retirement of the incumbent.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to historical audit fees and executive compensation:
- Historical Audit Fees: The Company paid Wipfli LLP approximately $436,407 in 2020 for audit and related services.
- New CFO Compensation: Phil Moore is anticipated to receive a base salary of $400,000, eligibility for variable incentive bonuses, long-term equity incentives, and nonqualified deferred compensation.
- Equity Grant: Subject to Compensation Committee approval, Mr. Moore will be granted 10,000 shares of restricted stock vesting over five years.
Material Changes
- Executive Appointment: Phil Moore, age 60, will join as Chief Financial Officer effective June 7, 2021. He brings 39 years of experience in community bank accounting and auditing, most recently as Southeast US Market Leader for Wipfli LLP.
- Executive Departure: Current CFO Ann Lawson will retire by the end of the second quarter of 2021. She will remain in her role until Mr. Moore's start date to assist with the transition.
- Auditor Independence: Due to Mr. Moore's prior role at Wipfli LLP and his new responsibilities for financial reporting oversight, Wipfli LLP will no longer be considered independent and cannot continue as the Company's independent registered public accounting firm.
Outlook, Risks, and Contingencies
Management Commentary: CEO Mike Daniels stated that Mr. Moore brings extensive knowledge of accounting and regulatory issues and deep community bank strategic thinking.
Risks and Contingencies:
- Auditor Transition: The Company must engage a new independent registered public accounting firm to replace Wipfli LLP.
- Employment Contract: An employment contract for Mr. Moore is expected to be executed commensurate with his start date.
Investor Verification Checklist
- Verify the timeline for the appointment of a new independent registered public accounting firm to replace Wipfli LLP.
- Confirm the final terms of Phil Moore's employment contract and the vesting schedule of the 10,000 restricted stock shares.
- Monitor the transition plan between Ann Lawson and Phil Moore to ensure continuity in financial reporting.
- Review future filings for the impact of the auditor change on the Company's financial statement audit process.