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Section 1: DEF 14A (DEF 14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[x]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to §240.14a-12
ASSOCIATED BANC-CORP
(Name of Registrant as Specified in its Charter)
 
 
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x]    No fee required.
[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1
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Amount Previously Paid:
 
 
 
 
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Date Filed:
 
 







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2020 Proxy Statement
Notice of Annual Meeting of Shareholders
To Be Held on April 28, 2020









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March 13, 2020
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of Associated Banc-Corp scheduled for 11:00 a.m. (CDT) on Tuesday, April 28, 2020, at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin. We will present an economic/investment update beginning at 10:00 a.m., with Associated’s investment professionals providing an update on the equity market and interest rate environment.
On or about March 13, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders informing them that our Proxy Statement, the 2019 Summary Annual Report to Shareholders and our 2019 Form 10‑K, along with voting instructions, are available online. As more fully described in the Notice, shareholders may choose to access our proxy materials on the Internet or may request paper copies. This allows us to conserve natural resources and reduces the cost of printing and distributing the proxy materials, while providing our shareholders with access to the proxy materials in a fast, easily accessible and efficient manner.
The matters expected to be acted upon at the meeting are described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Your Board of Directors and management look forward to personally greeting those shareholders who are able to attend. We always appreciate your input and interest in Associated Banc-Corp.
Sincerely,
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William R. Hutchinson
Chairman of the Board
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Philip B. Flynn
President and CEO





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433 Main Street
Green Bay, Wisconsin 54301
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, April 28, 2020
11:00 a.m.
KI Convention Center, 333 Main Street, Green Bay, Wisconsin
Items of Business:
1.
The election of 14 individuals recommended by the Board of Directors to serve as directors.
2.
The approval of the Associated Banc-Corp 2020 Incentive Compensation Plan.
3.
Advisory approval of Associated Banc-Corp’s named executive officer compensation.
4.
The ratification of the selection of KPMG LLP as the independent registered public accounting firm for Associated Banc- Corp for the year ending December 31, 2020.
5.
Such other business as may properly come before the meeting and all adjournments thereof.
Who May Vote:
You may vote if you were a shareholder of record on March 2, 2020.
YOUR VOTE IS IMPORTANT.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 28, 2020:
Associated Banc-Corps Proxy Statement, 2019 Summary Annual Report to Shareholders and 2019 Form 10-K are available online at http://materials.proxyvote.com/045487.
YOU CAN VOTE BY INTERNET - www.proxyvote.com.
YOU CAN ALSO VOTE BY TELEPHONE AT 1-800-690-6903.
IF YOU DO NOT VOTE BY INTERNET OR TELEPHONE, YOU ARE URGED TO SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND TO HELP ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. THE PROMPT RETURN OF YOUR SIGNED PROXY OR, YOUR PROMPT VOTE BY INTERNET OR TELEPHONE, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED BANC-CORP BY REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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Randall J. Erickson
Executive Vice President,
General Counsel &
Corporate Secretary

Green Bay, Wisconsin
March 13, 2020




TABLE OF CONTENTS
GENERAL INFORMATION
1

PROPOSAL 1: ELECTION OF DIRECTORS
3

NOMINEES FOR ELECTION TO OUR BOARD
3

DIRECTOR QUALIFICATIONS
8

RECOMMENDATION OF THE BOARD OF DIRECTORS
8

AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE
8

INFORMATION ABOUT THE BOARD OF DIRECTORS
9

BOARD COMMITTEES AND MEETING ATTENDANCE
9

SEPARATION OF BOARD CHAIRMAN AND CEO
10

BOARD DIVERSITY
10

DIRECTOR NOMINEE RECOMMENDATIONS
11

COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD
11

COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
11

STOCK OWNERSHIP
12

SECURITY OWNERSHIP OF BENEFICIAL OWNERS
12

STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS
12

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
13

COMMON STOCK
13

RESTRICTED STOCK UNITS
14

DEPOSITARY SHARES OF PREFERRED STOCK
15

OWNERSHIP IN DIRECTORS’ DEFERRED COMPENSATION PLAN
16

PROPOSAL 2: APPROVAL OF THE ASSOCIATED BANC-CORP 2020 INCENTIVE COMPENSATION PLAN
17

RECOMMENDATION OF THE BOARD OF DIRECTORS
28

PROPOSAL 3: ADVISORY APPROVAL OF ASSOCIATED BANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION
29

RECOMMENDATION OF THE BOARD OF DIRECTORS
29

COMPENSATION DISCUSSION AND ANALYSIS
30

COMPENSATION AND BENEFITS COMMITTEE REPORT
45

DIRECTOR COMPENSATION
53

DIRECTORS’ DEFERRED COMPENSATION PLAN
53

DIRECTOR COMPENSATION IN 2019
54

DELINQUENT SECTION 16(a) REPORTS
55

RELATED PARTY TRANSACTIONS
55

RELATED PARTY TRANSACTION POLICIES AND PROCEDURES
55

PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
56

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
56

RECOMMENDATION OF THE BOARD OF DIRECTORS
56

REPORT OF THE AUDIT COMMITTEE
57

OTHER MATTERS THAT MAY COME BEFORE THE MEETING
58

SHAREHOLDER PROPOSALS
58

APPENDIX A: ASSOCIATED BANC-CORP 2020 INCENTIVE COMPENSATION PLAN
A-i





PROXY STATEMENT
GENERAL INFORMATION
PURPOSE
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Associated Banc-Corp (“Associated”) to be voted at the Annual Meeting of Shareholders at 11:00 a.m. (CDT) on Tuesday, April 28, 2020, (the “Annual Meeting”) at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin, and at any and all adjournments of the Annual Meeting.
The cost of solicitation of proxies will be borne by Associated. In addition to solicitation by mail, some of Associated’s directors, officers, and employees may, without extra
 
compensation, solicit proxies by telephone or personal interview. Associated has retained D.F. King & Co., Inc. to solicit proxies for the Annual Meeting from brokers, bank nominees and other institutional holders. Associated has agreed to pay D.F. King & Co., Inc. up to $9,500 plus its out-of-pocket expenses for these services. Arrangements will be made with brokerage houses, custodians, nominees, and other fiduciaries to send proxy materials to their principals, and they will be reimbursed by Associated for postage and clerical expenses.

INTERNET AVAILABILITY OF PROXY MATERIALS
Securities and Exchange Commission (“SEC”) rules allow us to make our Proxy Statement and other annual meeting materials available to you on the Internet. On or about March 13, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”), to our shareholders advising them that this Proxy Statement, the 2019 Summary Annual Report to Shareholders and our 2019 Annual Report on Form 10-K (the “2019 Form 10-K”), along with voting instructions, may be accessed over the Internet at http://materials.proxyvote.com/045487. You may then access these materials and vote your shares over the Internet, or request that a printed copy of the proxy materials be sent to you. If you want to receive a paper or e-mail copy of these materials, you must
 
make the request over the Internet at www.proxyvote.com, by calling toll free 1-800-579-1639, or by sending an e-mail to [email protected] There is no charge to you for requesting a paper or e-mail copy to [email protected] If you would like to receive a paper or e-mail copy of the proxy materials, please make your request on or before April 14, 2020, in order to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.

WHO CAN VOTE
The Board has fixed the close of business on March 2, 2020, as the record date (the “Record Date”) for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Each share of Associated’s common stock, par value $0.01 (the “Common Stock”), is entitled to one vote
 
on each matter to be voted on at the Annual Meeting. No other class of securities will be entitled to vote at the Annual Meeting.

QUORUM AND SHARES OUTSTANDING
The presence, in person or by proxy, of the majority of the outstanding shares entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting. The securities of Associated entitled to
 
be voted at the meeting consist of shares of its Common Stock, of which 156,243,367 shares were issued and outstanding at the close of business on the Record Date.


1



REQUIRED VOTES
The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is as follows:
Proposal 1 - Election of Directors
The 14 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate
 
Governance Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.
Other Proposals
The affirmative vote of a majority of the votes cast is required to approve each of the other proposals.

ABSTENTIONS AND BROKER NON-VOTES
Abstentions will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to shareholders for a vote. However, in accordance with the rules of the New York Stock Exchange (the “NYSE”), abstentions will be counted as “votes cast” for purposes of the approval of the Associated Banc-Corp 2020 Incentive Compensation Plan, giving them the effect of votes against the approval of this proposal. If a broker indicates on
 
the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter but will be considered as present and entitled to vote for purposes of determining the presence of a quorum for the meeting.

HOW YOU CAN VOTE
Shareholders are urged to vote as promptly as possible by Internet or telephone, or by signing, dating, and returning the proxy card in the envelope provided. If no specification is made, the shares will be voted “FOR” the election of the Board’s nominees for director, “FOR” the approval of the Associated Banc-Corp 2020 Incentive Compensation Plan, “FOR” the advisory approval of Associated’s named executive officer (“NEO”) compensation and “FOR” the ratification of the selection of KPMG LLP as Associated’s independent registered public accounting firm for 2020.
VOTE BY INTERNET - www.proxyvote.com. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 27, 2020. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You will be required to enter the unique control number imprinted on your Notice or proxy card in order to vote online.
 
The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to provide their voting instructions, and to confirm that shareholders’ instructions have been recorded properly. You should be aware that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies. If you vote by Internet, please do not mail your proxy card.
VOTE BY TELEPHONE - 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 27, 2020. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you call and then follow the instructions. If you vote by telephone, please do not mail your proxy card.
IN PERSON - You may also vote in person at the Annual Meeting.

REVOCATION OF PROXY
Proxies may be revoked at any time prior to the time they are exercised by filing with the Corporate Secretary of Associated a written revocation or a duly executed proxy bearing a later date. Proxies may not be revoked via the Internet or by telephone.

 
The Corporate Secretary of Associated is Randall J. Erickson, 433 Main Street, Green Bay, Wisconsin 54301.




2



PROPOSAL 1:
ELECTION OF DIRECTORS
Directors elected at the Annual Meeting will serve for one-year terms expiring at the 2021 Annual Meeting and, with respect to each director, until his or her successor is duly elected and qualified. The term of each current director listed under “Nominees for Election to Our Board” expires at the Annual Meeting.
Unless otherwise directed, all proxies will be voted “FOR” the election of each of the individuals nominated to serve as directors. The biographical information below for each nominee includes the specific experience, qualifications, attributes or skills that led to the Corporate Governance Committee’s conclusion that such nominee should serve as a director. The 14 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.
Each nominee has consented to serve as a director, if elected, and as of the date of this Proxy Statement, Associated has no reason to believe that any of the nominees will be unable to serve. Correspondence may be directed to nominees at Associated’s executive offices.
The information presented below is as of March 2, 2020.
NOMINEES FOR ELECTION TO OUR BOARD
Philip B. Flynn
 
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Director since 2009
Age: 62
Mr. Flynn joined Associated Banc-Corp as President and Chief Executive Officer in December 2009. Mr. Flynn has more than 40 years of financial services industry experience. Prior to joining Associated, Mr. Flynn held the position of Vice Chairman and Chief Operating Officer of Union Bank in California. During his nearly 30-year career at Union Bank, he held a broad range of other executive positions, including chief credit officer and head of commercial banking, specialized lending and wholesale banking activities. Mr. Flynn serves as a director or trustee of the Medical College of Wisconsin, the Milwaukee Art Museum, St. Norbert College, Wisconsin Manufacturers & Commerce, and the Green Bay Packers, Inc.

Mr. Flynn’s qualifications to serve as a director and Chair of the Corporate Development Committee include his extensive experience in the banking industry and his significant executive management experience at a large financial institution.

 
 

3



John F. Bergstrom
 
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Director since 2010
Age: 73
Mr. Bergstrom is Chairman and Chief Executive Officer of Bergstrom Corporation of Neenah, Wisconsin, one of the top 50 largest automobile dealer groups in the United States. Mr. Bergstrom also served as a director of Kimberly-Clark Corporation (NYSE:KMG), and WEC Energy Group (NYSE:WEC), retiring in 2019. He currently serves as a director of Advance Auto Parts (NYSE:APP), and is a director emeritus of the Green Bay Packers, Inc.

Mr. Bergstrom’s qualifications to serve as a director of Associated and member of the Compensation and Benefits Committee and the Corporate Governance Committee include his more than 30 years of leadership experience as a chief executive officer and over 50 years of combined experience as a director of various public companies. Mr. Bergstrom provides the board with a deep understanding of consumer sales and of Wisconsin’s business environment. Mr. Bergstrom has completed the National Association of Corporate Directors (“NACD”) corporate training program for Compensation Committee members and is now designated as a Master Fellow for Compensation Committee, governance and best practices. He was also designated as one of the top 100 corporate directors in America for 2017.
 
 
Michael T. Crowley, Jr.
 
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Director since 2018
Age: 77
Mr. Crowley held the position of Chairman of Bank Mutual Corporation from 2000 to 2018, serving as CEO of the subsidiary bank from 1985 to 2013, and President from 1983 to 2010. Mr. Crowley’s extensive experience in the financial community includes serving as Chairman for the Federal Home Loan Bank System Stockholder Study Committee, the State of Wisconsin Savings Bank Review Board, and the State of Wisconsin Savings and Loan Review Board. He also served as Vice Chairman for Federal Home Loan Bank of Chicago, a member of the Federal Reserve Board of Governors Thrift Institutions Advisory Council, President of the Wisconsin Banker’s Association, and a director of The Wisconsin Partnership for Housing Development, Inc.

Mr. Crowley’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and Trust Committee include his executive management experience at a large financial institution, his significant experience in the banking industry, as well as his leadership experience as the former Chairman of Bank Mutual Corporation.
 
 
R. Jay Gerken
 
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Director since 2014
Age: 68
Mr. Gerken is a director of 19 mutual funds with approximately $38 billion in assets associated with Sanford C. Bernstein Fund, Inc. and the AB Multi-Manager Alternative Fund, which are mutual fund complexes. Mr. Gerken served as the President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC from 2005 until June 2013. During that period, he was also the President and a director of the Legg Mason and Western Asset mutual funds complexes with combined assets in excess of $100 billion. Previously, Mr. Gerken served in a similar capacity at Citigroup Asset Management Mutual Funds from 2002 to 2005.
Mr. Gerken’s qualifications to serve as a director of Associated, Chairman of the Audit Committee and member of the Enterprise Risk Committee include his extensive investment and financial experience, as well as his executive leadership roles at several large mutual funds. Mr. Gerken is certified as a National Association of Corporate Directors Board Leadership Fellow. As a Chartered Financial Analyst with experience as a portfolio manager and in overseeing the preparation of financial statements, Mr. Gerken also meets the requirements of an audit committee financial expert.
 
 
Judith P. Greffin
 
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Director since 2017
Age: 59
Ms. Greffin served as Executive Vice President and Chief Investment Officer at the Allstate Corporation (NYSE: ALL), one of the nation’s largest personal lines insurers, from 2008 to 2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990 to 2008. Ms. Greffin currently serves on the board of Church Mutual Insurance Company and Trustmark Mutual Holding Company.  In addition, she serves on the boards of the Northwestern Memorial Foundation, where she is a member of the investment and audit committees of Northwestern Memorial Healthcare, the Field Museum of Natural History, where she chairs the finance committee, and DePaul University, where she chairs the investment committee. She is also a member of the Miami University Foundation board of trustees and the Economic Club of Chicago.
 
Ms. Greffin’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and the Trust Committee include her extensive investment, strategy and risk mitigation background as well as her executive leadership experience at a large publicly traded company.  Ms. Greffin is also a Chartered Financial Analyst.
 
 

4



Michael J. Haddad
 
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Director since 2019
Age: 53
Mr. Haddad is the Chair of the Board of Directors of Schreiber Foods, Inc., an employee-owned, international dairy company headquartered in Green Bay, Wisconsin, since October 1, 2019. He served as President and Chief Executive Officer of Schreiber Foods, Inc. from 2009 to 2019, having served in a number of positions of increasing responsibility with the company since 1995. Mr. Haddad is also a member of the Board of Directors of Bellin Health Systems, the Board of Directors of the Green Bay Packers, Inc. and the Board of Directors of the Innovation Center for US Dairy.
Mr. Haddad’s qualifications to serve as a director of Associated include his extensive experience as a CEO and board member of a large global food company with annual revenues over $5 billion, and his long-standing familiarity with the markets in which Associated is headquartered and serves.
William R. Hutchinson
 
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Director since 1994
Age: 77
Mr. Hutchinson is Chairman of the Board. He has served as President of W. R. Hutchinson & Associates, Inc., an energy industry consulting company, since April 2001. Previously, he was Group Vice President, Mergers & Acquisitions, of BP Amoco p.l.c. from January 1999 to April 2001 and held the positions of Vice President - Financial Operations, Treasurer, Controller, and Vice President - Mergers, Acquisitions & Negotiations of Amoco Corporation, Chicago, Illinois, from 1981 until 1999. Mr. Hutchinson also serves as an independent director and Chairman of the Audit Committees of 23 closed-end mutual funds in the Legg Mason mutual fund complex.

Mr. Hutchinson’s qualifications to serve as Chairman of the Board of Directors of Associated and member of the Corporate Development Committee include executive level responsibility for the financial operations of a large publicly traded company and significant mergers and acquisitions experience. Although Mr. Hutchinson is not currently serving on Associated’s Audit Committee, he meets the requirements of an audit committee financial expert.

 
 
Robert A. Jeffe
 
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Director since 2011
Age: 69
Mr. Jeffe is Chairman of OAG Analytics, Inc., which has a web-based software platform that provides, through machine learning, optimization advice for drilling and field development for energy exploration and production companies. Mr. Jeffe served as Co-Chairman and Co-Founder of Hawkwood Energy, a private oil and gas company based in Denver and focused on onshore exploration and production in the U.S. from February 2012 until June 2017. Mr. Jeffe was Chairman of the Corporate Advisory Group of Deutsche Bank from November 2004 until February 2011. Previously, Mr. Jeffe served as Senior Vice President of Corporate Business Development for General Electric Company from December 2001 to November 2004, and as a member of GE Capital’s board of directors from January 2002 to June 2004. Mr. Jeffe has more than 34 years of investment banking experience and prior to working at Deutsche Bank, he was with Morgan Stanley, Credit Suisse and Smith Barney (now Citigroup) serving at all three firms as Managing Director, Head of the Global Energy and Natural Resources Group, and a member of the Investment Banking Management Committee and Global Leadership Group. At Morgan Stanley, Mr. Jeffe also was Co-Head of Global Corporate Finance.

Mr. Jeffe’s qualifications to serve as a director of Associated and member of the Audit Committee, the Corporate Development Committee and the Enterprise Risk Committee include his extensive investment banking and corporate finance experience, as well as his leadership roles at several large financial institutions and energy companies and his Board positions at these energy firms. Mr. Jeffe also meets the requirements of an audit committee financial expert.
 
 

5



Eileen A. Kamerick
 
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Director since 2007
Age: 61
Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Previously, from March 2014 until January 2015, she was Senior Advisor to the CEO and Executive Vice President and CFO of ConnectWise, Inc., an international software and services company. Ms. Kamerick has also served as Chief Financial Officer at several leading companies, Heidrick & Struggles International, Inc., Leo Burnett, and BP Amoco Americas. She also currently serves on the board of directors of Hochschild Mining, plc (LON:HOC), serves as an independent director of 23 closed-end mutual funds in the Legg Mason mutual fund complex, and serves as independent trustee for the 24 AIG and Anchor Trust Funds. She previously served on the Board of Directors of Westell Technologies, Inc. (NASDAQ: WSTL). She has formal training in law, finance, and accounting.
Ms. Kamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance Committee and member of the Compensation and Benefits Committee and the Corporate Development Committee include her executive-level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification. Although Ms. Kamerick is not currently serving on Associated’s Audit Committee, she meets the requirements of an audit committee financial expert.
 
 
Gale E. Klappa
 
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Director since 2016
Age: 69
Mr. Klappa is the Executive Chairman of WEC Energy Group (NYSE: WEC) of Milwaukee, Wisconsin, one of the nation’s premier energy companies. Mr. Klappa was Chairman and Chief Executive Officer of WEC Energy Group from October 2017 until February 2019, and served as non-executive Chairman from May 2016 until October 2017. Mr. Klappa served as Chairman and Chief Executive Officer of WEC Energy Group from June 2015 until May 2016. Mr. Klappa had served as Chairman and Chief Executive Officer of Wisconsin Energy and We Energies from May 2004 until June 2015. Previously, Mr. Klappa was Executive Vice President, Chief Financial Officer and Treasurer of Southern Company (NYSE: SO) in Atlanta, Georgia and also held the positions of Chief Strategic Officer, North American Group President of Southern Energy Inc., Senior Vice President of Marketing for Georgia Power Company, a subsidiary of Southern Company and President and Chief Executive Officer of South Western Electricity, Southern Company’s electric distribution utility in the United Kingdom. Mr. Klappa also serves as a director of Badger Meter Inc. (NYSE: BMI) and is co-chair of the Milwaukee 7, a regional economic development initiative. He is also an officer and member of the Executive Committee of the Metropolitan Milwaukee Association of Commerce and serves on the School of Business Advisory Council for the University of Wisconsin-Milwaukee. Mr. Klappa also served on the board of directors of Joy Global Inc. from 2006 until the company was acquired in 2017.

Mr. Klappa’s qualifications to serve as a director of Associated and as a member of the Audit Committee and Compensation and Benefits Committee include his 40 years of management experience in large publicly traded companies, including over 25 years at a senior executive level, and his recognized leadership in the economic development of southeastern Wisconsin. Mr. Klappa also meets the requirements of an audit committee financial expert.

 
 
Richard T. Lommen
 
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Director since 2004
Age: 75
Mr. Lommen is Chairman of the Board of Courtesy Corporation, a McDonald’s franchisee, located in La Crosse, Wisconsin. Prior to that, he served as President of Courtesy Corporation from 1968 to 2006. Mr. Lommen served as Vice Chairman of the Board of First Federal Capital Corp from April 2002 to October 2004, when it was acquired by Associated.

Mr. Lommen’s qualifications to serve as a director of Associated, Chairman of the Compensation and Benefits Committee and a member of the Trust Committee include his successful small business/franchise ownership, his experience in all aspects of franchise ownership, particularly management and instruction of retail employees, and marketing and sales to consumers and his service as Vice Chairman of First Federal Capital Corp.

 
 

6



Cory L. Nettles
 
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Director since 2013
Age: 50
Mr. Nettles is the Founder and Managing Director of Generation Growth Capital, Inc., a private equity fund. He was Of Counsel at Quarles & Brady LLP from 2007 to 2016. He previously served as Secretary for the Wisconsin Department of Commerce from 2002 to 2004. Mr. Nettles serves on the boards of Weyco Group, Inc. (NASDAQ: WEYS), Robert W. Baird’s Baird Funds, Inc. mutual fund complex, and several nonprofit organizations including the Medical College of Wisconsin, the Greater Milwaukee Foundation and the University of Wisconsin Foundation and Lawrence University. He previously served on the board of The Private Bank-Wisconsin.

Mr. Nettles’ qualifications to serve as a director of Associated and member of the Corporate Governance Committee, Corporate Development Committee and Enterprise Risk Committee include his strong business background and legal experience.

 
 
Karen T. van Lith
 
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Director since 2004
Age: 60
Ms. van Lith is founder and CEO of APEL Worldwide, LLC, an eCommerce provider leveraging leading edge technologies. Prior to 2019, Ms. van Lith provided consultative interim leadership for technology companies requiring transformative change. From June 2011 until June 2012, she served as Chief Executive Officer and a director of MakeMusic, Inc., a publicly held technology solutions company. Ms. van Lith also served as a director of E.A. Sween, a privately-held company doing business as Deli Express, from August 2012 to December 2019. Until June 2011, she ran an internet-marketing services company through Beckwith Crowe, LLC. Ms. van Lith was President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems to corporations and government agencies, until its sale to Concur Technologies in October 2007. She held various other positions of increasing authority with Gelco since 1999. Ms. van Lith served as a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry from 2010 until its sale to Omnitracs in 2014, and a director of CNS, a publicly traded consumer goods company from 2003 until its 2006 sale to GlaxoSmithKline.

Ms. van Lith’s qualifications to serve as a director of Associated, Chair of the Trust Committee and a member of the Compensation and Benefits Committee include her education in finance and accounting along with her past and present directorship experience in both public and private companies. Ms. van Lith provides the board with a strong understanding of accounting as well as experience in small business start-ups. She was a CPA, has practiced with an international public accounting firm and has served in various executive capacities. She also meets the requirements of an audit committee financial expert.
 
 
John (Jay) B. Williams
 
403292304_jwilliamsheadshot.jpg
Director since 2011
Age: 68
Mr. Williams joined the Board of Directors in July 2011 following a 37-year career in banking and is currently the Vice Chairman of the Board. He is also past President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Mr. Williams’ banking career included experience with retail, commercial, private client, operations and technology along with mergers and acquisitions. He is Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions, and on the Board of Directors of Northwestern Mutual Wealth Management, a subsidiary of Northwestern Mutual, the Medical College of Wisconsin, and the Milwaukee Public Museum.

Mr. Williams’ qualifications to serve as Vice Chairman of Associated and Chair of the Enterprise Risk Committee and member of the Audit Committee include his vast experience in the banking industry, as well as his certification as a NACD Board Leadership Fellow. In addition, Mr. Williams has earned the CERT, Certificate in Cybersecurity Oversight. Mr. Williams also meets the requirements of an audit committee financial expert.





7



DIRECTOR QUALIFICATIONS
Directors are responsible for overseeing Associated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are certain general requirements for service on Associated’s Board of Directors that are applicable to all directors, and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by every director. The Board and the Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and Associated’s current and future needs.
In its assessment of each nominee for director, including those recommended by shareholders, the Corporate Governance Committee considers the nominee’s judgment, integrity, experience, independence, understanding of Associated’s business or other related industries and such other factors that the Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to Associated.
The Board and the Corporate Governance Committee require that each director be a person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.
The Board believes that the combination of qualifications, skills and experiences of each of the director nominees will contribute to an effective and well-functioning Board. The Board and the Corporate Governance Committee believe that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to Associated’s management.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board recommends that shareholders vote “FOR” the election of Mses. Greffin, Kamerick and van Lith and Messrs. Flynn, Bergstrom, Crowley, Gerken, Haddad, Hutchinson, Jeffe, Klappa, Lommen, Nettles and Williams to the Board of Directors.
AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE
Associated’s Board has considered the independence of the nominees for election at the Annual Meeting and all individuals who served as directors during any portion of 2019, under the corporate governance rules of the NYSE. The Board has determined that all such directors are independent, or were independent at the time they served as directors, under the NYSE corporate governance rules, except for Mr. Flynn, President and CEO of Associated. Mr. Flynn is not independent because of his service as an executive officer of Associated and not because of any other transactions or relationships.



8



INFORMATION ABOUT THE BOARD OF DIRECTORS
BOARD COMMITTEES AND MEETING ATTENDANCE
The Board held six meetings during 2019. During 2019, each director who was a director for all of 2019 attended at least 75% of the Board meetings held, and each such director attended at least 75% of the meetings of each committee of which he or she was a member.
The Board convened an executive session of its non-management directors at all of its regular board meetings held in 2019. Executive sessions of Associated’s non-management directors are presided over by the Chairman of the Board.
All of the directors serve on the Boards of two of Associated’s operating subsidiaries, Associated Bank, National Association and Associated Trust Company, National Association. The Board believes that a single governing body to advise and determine strategy for the organization provides the Board with a comprehensive picture of the level and trends in operational and compliance risk exposure for the entire organization and ensures comprehensive oversight of regulatory matters.
The Board has adopted Corporate Governance Guidelines, including a Code of Business Conduct and Ethics, which can be found on Associated’s website at www.associatedbank.com,
 
“Investor Relations,” “Governance Documents.” We will describe on our website any amendments to or waivers from our Code of Business Conduct and Ethics in accordance with all applicable laws and regulations.
It is Associated’s policy that all directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting, except under extraordinary circumstances. All directors and nominees for director at the time of the 2019 Annual Meeting of Shareholders attended the meeting.
The Board has adopted written charters for all of its standing committees. The committee charters can be found on Associated’s website at www.associatedbank.com, “Investor Relations,” “Governance Documents.” The following summarizes the responsibilities of the various committees.
The following table lists the members of each of the standing committees as of February 14, 2020 and the number of meetings held by each committee during 2019.

Name
Audit
Compensation
and Benefits
Corporate
Development
Corporate
Governance
Enterprise
Risk
Trust
John F. Bergstrom
 
 
 
 
Michael T. Crowley, Jr.
 
 
 
 
Philip B. Flynn*
 
 
chair
 
 
 
R. Jay Gerken(1)
chair
 
 
 
 
Judith P. Greffin
 
 
 
 
Michael J. Haddad
 
 
 
 
William R. Hutchinson(2)
 
 
 
 
 
Robert A. Jeffe(1)
 
 
 
Eileen A. Kamerick
 
chair
 
 
Gale E. Klappa(1)
 
 
 
 
Richard T. Lommen
 
chair
 
 
 
Cory L. Nettles
 
 
 
Karen T. van Lith
 
 
 
 
chair
John (Jay) B. Williams(1)
 
 
 
chair
 
 
 
 
 
 
 
 
Number of Meetings
10
5
3
4
9
4
* President and Chief Executive Officer of Associated
(1)
The Board has determined that this director qualifies as an audit committee financial expert.
(2)
As Chairman of the Board, Mr. Hutchinson may attend meetings of any Board committee.
 
Audit Committee
The Audit Committee reviews the adequacy of internal accounting controls, reviews with Associated’s independent registered public accounting firm its audit plan and the results
 
of the audit engagement, reviews the scope and results of procedures for internal auditing, reviews and approves the general nature of audit services by the independent registered public accounting firm, and reviews quarterly and annual

9



financial statements issued by Associated. The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm, subject to ratification by the shareholders at the Annual Meeting. Both the internal auditors and the independent registered accounting firm meet periodically with the Audit Committee and have access to the Audit Committee at any time. In addition, the Audit Committee oversees management’s bank regulatory compliance.
Compensation and Benefits Committee
The functions of the Compensation and Benefits Committee include, among other duties directed by the Board, administration and oversight of Associated’s executive compensation, employee benefit programs and director compensation. The Compensation and Benefits Committee sets the strategic direction of Associated’s executive compensation policies and programs, and oversees management’s execution of and compliance with that strategic direction. The Compensation and Benefits Committee determines the compensation of Associated’s Chief Executive Officer (the “CEO”) and, with input from the CEO, establishes the compensation of Associated’s other NEOs. The Compensation and Benefits Committee also has responsibility for ensuring that Associated’s incentive compensation programs do not encourage unnecessary and excessive risk taking that would threaten the value of Associated or the integrity of its financial reporting. As permitted under its charter, the Compensation and Benefits Committee engages an independent compensation consultant to advise it on the structure and amount of compensation of Associated’s executive officers and Board of Directors, which is described in detail under “Executive Compensation - Compensation Discussion and Analysis,” beginning on page 30.
 
Corporate Development Committee
The functions of the Corporate Development Committee include, among other duties directed by the Board, reviewing and recommending to the Board proposals for acquisition or expansion activities.
Corporate Governance Committee
The functions of the Corporate Governance Committee include corporate governance oversight, review and recommendation for Board approval of Board and committee charters. The Corporate Governance Committee also reviews the structure and composition of the Board, considers qualification requirements for continued Board service, and recruits new director candidates. The Corporate Governance Committee also advises the Board with respect to the Code of Business Conduct and Ethics.
Enterprise Risk Committee
The functions of the Enterprise Risk Committee include oversight of the enterprise-wide risk management framework of Associated, including the strategies, policies and practices established by management to identify, assess, measure and manage significant risks.
Trust Committee
The functions of the Trust Committee include the supervision of the trust and fiduciary activities of Associated Bank, National Association and Associated Trust Company, National Association to ensure the proper exercise of their trust/fiduciary powers.
SEPARATION OF BOARD CHAIRMAN AND CEO
Associated’s Amended and Restated Bylaws and Corporate Governance Guidelines require the separation of the positions of Chairman of the Board and CEO. Currently, Mr. Hutchinson serves as Chairman of the Board and Mr. Flynn serves as CEO. These positions have been separated since Mr. Flynn joined Associated in December 2009, at which time the Board determined that Mr. Hutchinson, Associated’s former Lead Director, serving as Chairman would enhance the effectiveness of the Board. The Board also recognized that managing the Board in an increasingly complex economic and regulatory
 
environment is a particularly time-intensive responsibility. Separating the roles allows Mr. Flynn to focus solely on his duties as the CEO. Separation of these roles also promotes risk management, enhances the independence of the Board from management and mitigates potential conflicts of interest between the Board and management.


BOARD DIVERSITY
The Corporate Governance Committee considers attributes of diversity as outlined in the Corporate Governance Committee Charter when considering director nominees. While these attributes are considered on an ongoing basis, they are particularly considered in the recruitment and deliberation regarding prospective director nominees. The Corporate Governance Committee Charter outlines desired diversity characteristics for Board member experience and
 
competencies. The Corporate Governance Committee believes that Associated’s best interests are served by maintaining a diverse and active Board membership with members who are willing, able and well-situated to provide insight into current business conditions, opportunities and risks. The “outside” perspectives of the Board members are key factors in contributing to our success. The following diversity principles have been adopted:

10



The number of directors should be maintained at 10 to 14 persons with the flexibility to expand, if required, to support acquisitions or mergers.
Geographic diversity, as it relates to the markets Associated serves.
Industry representation, including a mix and balance of manufacturing, service, public and private company experience.
Multi-disciplinary expertise, including financial/ accounting expertise, sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing, and production expertise, educational institutions, and public service expertise.
Experience with technology, including cyber security, digital marketing and social media.
 
Racial, ethnic, and gender diversity.
A majority of the members of the Board will be “independent” directors as defined by applicable law, including the rules and regulations of the SEC and the rules of the NYSE.
The Corporate Governance Committee periodically assesses the effectiveness of these diversity principles. In light of the current Board’s representation of diverse industry, background, communities within Associated’s markets, professional expertise and racial and gender diversity, the Corporate Governance Committee believes that Associated has effectively implemented these principles.
DIRECTOR NOMINEE RECOMMENDATIONS
The Corporate Governance Committee will consider any nominee recommended by a shareholder as described in this section under the same criteria as any other potential nominee. The Corporate Governance Committee believes that a nominee recommended for a position on the Board must have an appropriate mix of experience, diverse perspectives, and skills. Qualifications for nomination as a director can be found in the Corporate Governance Committee Charter. At a minimum, the core competencies should include accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.
A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board must send a written notice by mail, c/o Corporate Secretary, Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, that sets forth (1) the name, age, address (business and residence) and principal occupation or employment (present and for the past five years) of each proposed nominee; (2) the
 
number of shares of Associated beneficially owned (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by each proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act; and (4) the name and address (business and residential) of the shareholder making the recommendation; and (5) the number of shares of Associated beneficially owned (as defined by Section 13(d) of the Exchange Act) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by the shareholder making the recommendation. Associated may require any proposed nominee to furnish additional information as may be reasonably required to determine his or her qualifications to serve as a director of Associated.

COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD
Associated’s Board provides a process for shareholders and other interested parties to send communications to the Board or any of the directors. Shareholders and other interested parties may send written communications to the Board or any of the individual directors by mail, c/o Corporate Secretary, Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301. All communications will be compiled by Associated’s Corporate Secretary and submitted to the Board or the individual director, as applicable, on a regular basis unless such
 
communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to Associated or Associated’s business, or communications that relate to improper or irrelevant topics.
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no Compensation and Benefits Committee interlocking relationships, as defined by the rules adopted by
 
the SEC, and no Associated officer or employee is a member of the Compensation and Benefits Committee.

11



STOCK OWNERSHIP
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The following table presents information regarding the beneficial ownership of Common Stock by each person who, to our knowledge, was the beneficial owner of 5% or more of our outstanding Common Stock on February 14, 2020.
 
The information below is from Schedule 13G and Schedule 13G/A filings reporting holdings as of December 31, 2019.

   Name and Address
Amount and Nature of Beneficial Ownership(1)
Percent
of Class(2)
The Vanguard Group, Inc.
100 Vanguard Boulevard
    Malvern, PA 19355
15,443,907(3)
9.86%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
15,180,705(4)
9.69%
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
11,193,008(5)
7.15%
(1)
Shares are deemed to be “beneficially owned” by a person if such person, directly or indirectly, has or shares (a) the power to vote or to direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. In addition, a person is deemed to beneficially own any shares of which such person has the right to acquire beneficial ownership within 60 days.
(2)
Based on 156,606,654 shares of common stock outstanding as of February 14, 2020.
(3)
Based on an amended Schedule 13G filed on February 12, 2020, The Vanguard Group, Inc. (“Vanguard”) has sole voting power with respect to 84,551 shares, shared voting power with respect to 27,154 shares, sole dispositive power with respect to 15,355,177 shares and shared dispositive power with respect to 88,730 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly owned subsidiary of Vanguard, are beneficial owners of 61,576 shares and 50,129 shares, respectively, as a result of serving as investment managers to their respective clients.
(4)
Based on an amended Schedule 13G filed on February 5, 2020, BlackRock, Inc. and certain affiliated entities have sole voting power with respect to 14,565,743 shares and sole dispositive power with respect to 15,180,705 shares.
(5)
Based on an amended Schedule 13G filed on February 12, 2020, Dimensional Fund Advisors LP (“DFA”) has sole voting power with respect to 11,018,364 shares and sole dispositive power with respect to 11,193,008 shares. DFA is a registered investment adviser to four mutual funds and serves as investment manager or sub-adviser to various other clients (collectively, the “Funds”). In these roles, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of such shares. Dimensional disclaims beneficial ownership of such securities.

STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS
Associated’s Compensation and Benefits Committee believes that robust security ownership guidelines are an important means of ensuring that the interests of Associated’s executive officers and directors are fully aligned with long-term shareholder value.
Associated’s executive stock ownership guidelines, which apply to members of the Executive Committee (which is composed of colleagues that directly report to the Chief Executive Officer) and other key executives identified by the CEO, include:
A requirement to hold 50% of vested shares of restricted stock granted for a period of three years after the vesting date of the stock; and
Additional required holdings calculated as a multiple of the executive officer’s annual base salary - six times
 
for Mr. Flynn and three times for each of the other executive officers subject to the guidelines. For purposes of the guidelines, shares held by an executive officer include shares held directly, held in an executive officer’s 401(k) plan, shares purchased through the Employee Stock Purchase Plan, unvested shares of restricted stock and 25% of unvested restricted stock units (“RSUs”).
Associated’s director stock ownership guidelines require each independent member of the Board to own shares of Common Stock with a value equal to five times the value of the annual cash retainer payable to a director. Directors are required to attain such stock ownership goal no later than five years from the date on which they first were appointed to the Board. Balances in the Directors’ Deferred Compensation Plan and RSUs count toward satisfying this requirement.

12



All Associated directors and NEOs are within the expected guidelines of the stock ownership requirements.
Under Associated’s Insider Trading Policy, employees, officers, and directors are prohibited from engaging in hedging transactions with respect to Associated Common Stock and from pledging Associated Common Stock as collateral for
 
loans, with the exception, for directors only, of pledges already in place when the prohibition on pledging was adopted in 2012. All of the NEOs are in compliance with this policy. Where applicable, shares pledged as collateral will not be counted for purposes of compliance with the stock ownership guidelines.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
Listed below is information as of February 14, 2020 concerning beneficial ownership of Common Stock, depositary shares and RSUs by each director, and each NEO, and by directors and executive officers as a group. The information is based in part on information received from the respective persons and in part
 
from the records of Associated. The RSUs and depositary shares are nonvoting.

COMMON STOCK
Name of Beneficial Owner
Amount and Nature of Beneficial Ownership(1)
Shares Issuable Within 60 Days(2)
Percent
of Class
Directors
 
 
 
Philip B. Flynn
1,175,421

389,982
*
John F. Bergstrom
20,500

*
Michael T. Crowley, Jr.
963,526

*
R. Jay Gerken
2,000

*
Judith P. Greffin

Michael J. Haddad

William R. Hutchinson
52,301

*
Robert A. Jeffe

Eileen A. Kamerick
5,674

*
Gale E. Klappa

Richard T. Lommen
163,870

*
Cory L. Nettles

Karen T. van Lith
10,614

*
John (Jay) B. Williams
10,314

*
Named Executive Officers
 
 
 
Christopher J. Del Moral-Niles
187,616

91,548
*
John A. Utz
153,682

79,335
*
Randall J. Erickson
200,874

84,173
*
David Stein
159,258

61,296
*
All Directors and Executive Officers as a group (28
 persons)
3,731,017

998,279
2.38%
*
Denotes percentage is less than 1%.

(1)
Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, by a corporate entity, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of February 14, 2020 and vested and unvested service-based restricted stock.

(2)
Shares subject to options exercisable within 60 days of February 14, 2020.


13



RESTRICTED STOCK UNITS
Beneficial Owner
Number of RSUs

Directors
 
John F. Bergstrom
39,816

Michael T. Crowley, Jr.
10,959

R. Jay Gerken
33,592

Judith P. Greffin
16,091

Michael J. Haddad
9,632

William R. Hutchinson
43,996

Robert A. Jeffe
39,816

Eileen A. Kamerick
39,816

Gale E. Klappa
22,389

Richard T. Lommen
39,816

Cory L. Nettles
38,786

Karen T. van Lith
39,816

John (Jay) B. Williams
39,816

All Directors as a group
414,341

Beneficial Owner
Number of RSUs

Named Executive Officers
 
Philip B. Flynn
214,264

Christopher J. Del Moral-Niles
50,094

John A. Utz
43,346

Randall J. Erickson
40,176

David Stein
36,256

All Executive Officers as a group (15 persons)
590,236

Each RSU represents the contingent right to receive one share of Common Stock. For the non-employee directors, the RSUs vest 100% on the fourth anniversary of the grant date. For executive officers, RSUs are subject to performance-based and/or time-based vesting criteria as set forth in the applicable RSU award agreement.

14



DEPOSITARY SHARES OF PREFERRED STOCK
The following table provides information concerning beneficial ownership of depositary shares. Each depositary share represents a 1/40th ownership interest in a share of Associated’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), Associated’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”) or 5.875% Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), as indicated in the table. Each of the Series C Preferred Stock, the
 
Series D Preferred Stock and the Series E Preferred Stock has a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Holders of depositary shares are entitled to all proportional rights and preferences of the Series C Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock, as applicable (including dividend, voting, redemption and liquidation rights).


Name of Beneficial Owner
Amount and Nature of Beneficial
Ownership(1)
 
Percent of Class
Series C Preferred Stock
Series D Preferred Stock
Series E Preferred Stock
Series C Preferred Stock
Series D Preferred Stock
Series E Preferred Stock
Directors
 
 
 
 
 
 
 
Philip B. Flynn
40,000


190,000

 
1.54%


4.75%

John F. Bergstrom

40,000

20,000

 

1.01%

*

Michael T. Crowley, Jr.


8,000

 


*

R. Jay Gerken
4,000



 
*



Judith P. Greffin



 



Michael J. Haddad



 



William R. Hutchinson


4,000

 


*

Robert A. Jeffe

60,000


 

1.51%


Eileen A. Kamerick



 



Gale E. Klappa

4,000

2,000

 

*

*

Richard T. Lommen


12,000

 


*

Cory L. Nettles



 



Karen T. van Lith



 



John (Jay) B. Williams



 



Named Executive Officers
 
 
 
 
 
 
 
Christopher J. Del Moral-Niles



 



John A. Utz



 



Randall J. Erickson



 



David Stein
1,000

2,000

4,000

 
*

*

*

All Directors and Executive Officers as a group (28 persons)
45,000

106,000

240,000

 
1.73%

2.66%

6.00%

*
Denotes percentage is less than 1%.

(1)
Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, or in the name of a trust or by minor children.

15



OWNERSHIP IN DIRECTORS’ DEFERRED COMPENSATION PLAN
In addition to the beneficial ownership set forth in the Security Ownership of Directors and Management tables above, the non-employee directors have an account in the Directors’ Deferred Compensation Plan with the balances in phantom stock as of February 14, 2020 set forth below. The dollar balances in these accounts are expressed daily in units of Common Stock based
 
on its daily closing price. These balances are included for purposes of the non-employee director holding requirements under the Director Stock Ownership Guidelines. The units are nonvoting. See “Director Compensation - Directors’ Deferred Compensation Plan” on page 53.

Beneficial Owner
 
Account Balance at
February 14, 2020
 
Equivalent Number
of Shares of
Common Stock(1)
John F. Bergstrom
 
$263,533
 
13,001

Michael T. Crowley, Jr.
 

 

R. Jay Gerken
 
115,012

 
5,674

Judith P. Greffin
 
115,012

 
5,674

Michael J. Haddad
 
18,466

 
911

William R. Hutchinson
 
593,972

 
29,303

Robert A. Jeffe
 
422,265

 
20,832

Eileen A. Kamerick
 
488,693

 
24,109

Gale E. Klappa
 
115,012

 
5,674

Richard T. Lommen
 
1,841,044

 
90,826

Cory L. Nettles
 
115,012

 
5,674

Karen T. van Lith
 
445,272

 
21,967

John (Jay) B. Williams
 
80,716

 
3,982

All Directors as a group
 
$4,614,009
 
227,627

(1)
Based on the closing price of $20.27 of the Common Stock as of February 14, 2020.


16



PROPOSAL 2:
APPROVAL OF THE ASSOCIATED BANC-CORP 2020 INCENTIVE COMPENSATION PLAN
We are requesting our shareholders to vote in favor of adopting the Associated Banc-Corp 2020 Incentive Compensation Plan (referred to in this proposal as the “2020 Plan”). On February 4, 2020, our Board of Directors adopted the 2020 Plan, subject to shareholder approval. If our shareholders approve the 2020 Plan, it will become effective on the date of the Annual Meeting, and it will replace the Associated Banc-Corp 2017 Incentive Compensation Plan (the “2017 Plan”), in which case no future awards will be made under the 2017 Plan. The description of certain key features of the 2020 Plan included in this proposal is qualified by the full text of the 2020 Plan, a copy of which is attached as Appendix A to this Proxy Statement.
Purpose and Importance of the 2020 Plan
The proposed 2020 Plan is an important part of ensuring that the philosophy and objectives of Associated’s executive compensation program will continue to be fulfilled. Specifically, we expect that the 2020 Plan will enable Associated to:
continue to provide a balanced program that rewards individual actions and behaviors that support Associated’s mission, business strategies and performance-based culture without incentivizing unnecessary and excessive risk-taking;
ensure that sufficient shares of Common Stock are available to provide a balanced mix of short-term and long-term variable compensation; and
continue to attract, retain and motivate highly skilled executive officers and other colleagues.
The 2020 Plan continues most of the same features of the 2017 Plan. While equity awards are an important part of Associated’s compensation structure, the Committee has also historically focused on limiting shareholder dilution and maintaining a reasonable equity burn rate. If shareholders do not approve the 2020 Plan, the 2017 Plan will remain in place.

17



The following chart shows, for each of Associated’s active equity compensation plans, (a) the number of shares to be issued upon the exercise of outstanding options, (b) the number of shares of restricted stock awards outstanding, (c) the number of shares reserved for issuance under non-employee directors RSU awards, (d) the number of existing time-vested employee RSU awards and all existing performance-vested employee RSU awards if such awards were to pay out at the target level, and (e) the number of shares remaining available for future issuance, in each case prior to shareholder approval of the 2020 Plan, but after giving effect to grants made in February 2020.
Plan
Shares to be Issued upon Exercise of Outstanding Options(1)
Restricted Stock Awards
Non-Employee Director RSU Awards
Employee RSU Awards
Shares Remaining Available for Future Grant
Associated Banc-Corp 2017 Incentive Compensation Plan(4)
2,602,759

718,240

172,958

    181,893

5,967,893(3)

Associated Banc-Corp 2013 Incentive Compensation Plan(5)
2,844,293

7,368

203,660

82,101(2)


Associated Banc-Corp 2010 Incentive Compensation Plan(6)
655,310


42,730



Total
6,102,362

725,608

419,348

263,994

5,967,893

(1) The weighted average exercise price of the outstanding options is $20.20 and the weighted average term to expiration is 6.66 years.
(2)
Represents (a) the number of outstanding time-vested RSUs granted in February 2017, and (b) the number of shares that would be issued at the target level of payout for performance-vested RSUs, which is not necessarily indicative of the amount of any actual future payout.
(3)
Represents the number of shares remaining available for future grant where outstanding performance-based awards are accounted for at target performance levels, which is not necessarily indicative of the amount of any actual future payout.
(4)
No further grants will be made under the 2017 Plan if the 2020 Plan is approved by shareholders.
(5) No further grants have been or will be made under this plan since the adoption of the 2017 Plan in 2017.
(6)
No further grants have been or will be made under this plan since the adoption of the Associated Banc-Corp 2013 Incentive Compensation Plan in 2013.

The 2020 Plan is Designed to Protect Shareholder Interests
The 2020 Plan includes a number of features designed to protect our shareholders’ interests and reflect corporate governance best practices, including, among others:
Shareholder approval required for additional shares. A pool of 10,000,000 shares of Common Stock is available for issuance under the 2020 Plan, in addition to any shares of Common Stock remaining available under the 2017 Plan immediately prior to shareholder approval of the 2020 Plan (and as further described under the heading “Shares Authorized for Issuance”). Further shareholder approval would be required to issue any additional shares under the 2020 Plan.
Fungible plan design. The 2020 Plan uses a “fungible share pool” design. Under this design, “full-value” awards (i.e., stock-based awards other than stock options and SARs) will be counted against the authorized share pool at an accelerated rate, differently than stock options and SARs, for purposes of determining the number of shares available under the 2020 Plan (and as further described under the heading “Shares Authorized for Issuance”). This design offers the Committee flexibility in determining which types of awards under the 2020 Plan are best suited for its needs within the overall authorized share pool, while simultaneously recognizing that certain types of awards may be more valuable than others.
Limitations on share recycling of options, SARs and shares repurchased. Shares that are not issued or delivered as a result of the net settlement of an outstanding option or SAR, shares used to pay the exercise price or required tax withholding for an award under the 2020 Plan and shares repurchased on the open market with the proceeds of an exercise will not be available for future awards under the 2020 Plan.
Prohibition against repricing of stock options and SARs without shareholder approval. The 2020 Plan prohibits the repricing of stock options and SARs without shareholder approval.

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Vesting restrictions. The 2020 Plan contains minimum vesting requirements for most awards, the duration of which depends on whether the award is tied to the achievement of specified performance goals.
Double-trigger vesting upon Change in Control. The 2020 Plan requires “double trigger” change in control vesting for incentive compensation awards (i.e., a termination of employment must occur within a limited time period following a change in control for outstanding incentive awards to vest).
Clawback policy. Certain awards granted to an executive officer under the 2020 Plan will be subject to Associated’s Clawback Policy and will become subject to any regulations or stock exchange listing rules promulgated under the Dodd-Frank Act that are applicable to Associated. Under Associated’s Clawback Policy, Associated may require any executive officer of Associated to repay or return cash bonuses and equity awards granted through a performance incentive plan in the event that Associated issues a material restatement of its financial statements.
Eligibility
Associated’s executive officers, employees, consultants and non-employee directors are eligible to participate in the 2020 Plan. As of December 31, 2019, Associated had 4,669 full-time equivalent employees and 13 non-employee directors. We do not currently anticipate that any of Associated’s consultants will participate in the 2020 Plan.
Shares Authorized for Issuance
Under the 2020 Plan, 10,000,000 shares of Common Stock are authorized for issuance, which will be increased by the number of shares (1) remaining available for issuance under the 2017 Plan as of the effective date of the 2020 Plan and (2) that become available under the 2020 Plan and the 2017 Plan (including forfeitures under any predecessor plans) pursuant to forfeiture, termination, lapse of restrictions or satisfaction of a share-based award in cash or other property other than with shares.
The number of shares available for issuance under the 2020 Plan will be reduced by one for each share delivered as a result of the exercise of a stock option. Except with respect to a SAR payable only in cash (in which case the number of available shares will not be reduced), the number of shares available under the 2020 Plan will be reduced by the greater of (a) the number of shares delivered upon exercise of a SAR, and (b) the number of shares underlying such SAR (i.e., shares associated with SARs reduce the number of shares available under the 2020 Plan on a gross basis rather than a net basis). Each share delivered pursuant to the 2020 Plan in respect of an award other than a stock option, SAR or substitute award will reduce the number of shares available under the 2020 Plan by 2.8. For example, for every 100 shares of restricted stock and 100 stock options awarded under the 2020 Plan, the number of shares available for future awards under the 2020 Plan will be reduced by 280 shares and 100 shares, respectively.
Administration and Types of Awards
The 2020 Plan is to be administered by the Committee, which would be responsible for interpreting the 2020 Plan and, subject to the terms of the 2020 Plan, would have broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of stock options, the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions applicable to, awards. To the extent permitted under the 2020 Plan, with respect to awards that are not subject to minimum vesting requirements (described below in the Minimum Vesting and Termination of Employment or Services section), the Committee has the authority to accelerate vesting, waive restrictions or allow awards to continue to vest following termination.
The 2020 Plan allows us to grant the following types of awards:
options (non-qualified and incentive stock options);
SARs;
restricted stock;
RSUs;
deferred stock;
performance units;
annual incentive awards; and

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shares.
Stock Options
Stock options may be granted by the Committee and may be either non-qualified options or incentive stock options. Each option gives the participant the right to receive a number of shares of Common Stock upon exercise of the option and payment of the exercise price. Options are subject to the terms and conditions, including vesting conditions, set by the Committee (and incentive stock options are subject to further statutory restrictions that are set forth in the 2020 Plan). Stock options will vest in accordance with the terms of the applicable award agreement. The exercise price of all stock options granted under the 2020 Plan will be determined by the Committee, except that no stock options can be granted with an exercise price that is less than 100% of the fair market value of the Common Stock on the date of grant. Further, shareholders who own greater than 10% of Associated’s voting stock will not be granted incentive stock options that have an exercise price less than 110% of the fair market value of the Common Stock on the date of grant.
The term of all stock options granted under the 2020 Plan will be determined by the Committee and will not exceed 10 years (or five years for incentive stock options granted to shareholders who own greater than 10% of Associated’s voting stock). No incentive stock option may be granted to an optionee, which, when combined with all other incentive stock options becoming exercisable in any calendar year that are held by that optionee, would have an aggregate fair market value in excess of $100,000. In the event an optionee is awarded $100,000 in incentive stock options in any calendar year, any incentive stock options in excess of $100,000 granted during the same year will be treated as non-qualified stock options.
The exercise price for stock options may be paid in exercised shares or funds in the optionee’s personal brokerage account, cash (including cash obtained through a broker selling the shares acquired on exercise), personal check, wire transfer or, if approved by the Committee, shares of Common Stock or restricted Common Stock. The 2020 Plan also gives the Committee discretion to permit Associated to pay, in cash or shares, the net amount or “spread” between the total exercise price and the fair market value of the aggregate number of shares being exercised.
The 2020 Plan permits the repricing of stock options only with the approval of shareholders. For this purpose, “repricing” means (except in the case of certain adjustments permitted by the 2020 Plan and described in the Adjustments section below): (1) lowering of the exercise price of a stock option after it is granted; (2) canceling a stock option at a time when the exercise price exceeds the fair market value of the underlying Common Stock in exchange for another award; and (3) any other action that is treated as repricing under generally accepted accounting principles. The 2020 Plan provides that dividend equivalents will not be payable with respect to stock options.
SARs
SARs may be granted on a standalone basis or in tandem with stock options granted under the 2020 Plan. SARs are subject to the terms and conditions, including vesting conditions, set by the Committee, and will vest in accordance with the terms of the applicable award agreement. A SAR granted under the 2020 Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of the Common Stock over a specified price, known as the strike price, fixed by the Committee, which will not be less than 100% of the fair market value of the Common Stock on the grant date of the SAR. Payment may be made in cash, shares of the Common Stock, or other property, in any combination as determined by the Committee. The 2020 Plan permits the repricing of SARs (as described in the Stock Options section above) only with shareholder approval. The 2020 Plan provides that dividend equivalents will not be payable with respect to SARs.
Restricted Stock and Restricted Stock Units
Restricted stock is Common Stock that is forfeitable until the restrictions lapse. RSUs are rights granted as an award to receive shares of Common Stock, conditioned upon the satisfaction of restrictions imposed by the Committee. The Committee will determine the restrictions for each award and the purchase price in the case of restricted stock, if any. Restrictions on the restricted stock and RSUs may include time-based restrictions, the achievement of specific performance goals, or the occurrence of a specific event. Except as described below in the Minimum Vesting and Termination of Employment or Service section, restricted stock that vests solely based upon continued employment will be subject to restrictions of at least three years, and restricted stock that vests based on attainment of specified performance goals will be subject to restrictions of at least one year. Participants may have voting rights in restricted stock and do not have voting rights in RSUs. Participants are eligible to receive dividends on all vested and unvested shares of restricted stock. When calculating the number of shares of restricted stock that vest, the Committee will round the number of shares down to the nearest whole number. Participants also accrue dividend equivalents on RSUs and will

20



receive such dividends if and when such award vests. If the performance goals are not achieved or the restrictions do not lapse within the time period provided in the award agreement, the participant will forfeit his or her restricted stock and/or RSUs.
Deferred Stock
Deferred stock is the right to receive shares of Common Stock at the end of a specified deferral period. The Committee will determine the number of shares and terms and conditions for each deferred stock award and whether such deferred stock will be acquired upon the lapse of restrictions on restricted stock or RSUs. A deferred stock award may also be made in connection with a participant’s deferral election to receive all or a portion of his or her salary and/or bonus or, in the case of a director, his or her cash retainer. If a deferred stock award is made pursuant to a voluntary deferral election by the participant, such award will not be subject to minimum vesting requirements. Otherwise, a deferred stock award will generally be subject to a minimum vesting period of three years. Participants do not have voting rights in deferred stock, but participants’ deferred stock may be credited with dividend equivalents to the extent dividends are paid or distributions made during the deferral period.
Performance Units
Performance units are any grant of (1) a bonus consisting of cash or other property the amount and value of which, and/or the receipt of which, is conditioned upon the achievement of certain performance goals specified by the Committee, or (2) a unit valued by reference to a designated amount of property. Performance units may be paid in cash, shares of Common Stock, restricted stock or RSUs. The Committee will determine the number and terms of all performance units, including the performance goals and performance period during which such goals must be met. Performance units will not vest sooner than one year from their date of grant, except in certain limited circumstances described below in the Minimum Vesting and Termination of Employment or Service section. If the performance goals are not attained during the performance period specified in the award agreement, the participant will forfeit all of his or her performance units. The 2020 Plan provides that dividend equivalents will not be paid with respect to performance units prior to the date on which they vest.
Annual Incentive Awards
The 2020 Plan includes annual incentive awards, which may include awards under the Management Incentive Plan. The Committee will determine the amounts and terms of all annual incentive awards, including performance goals, which may be weighted for different factors and measures. The Committee will designate individuals eligible for annual incentive awards and will certify attainment of performance goals as soon as administratively practicable after the end of each year. In addition, the Committee may establish threshold, target and maximum annual incentive award opportunities for each participant. Annual incentive awards may be paid in cash, shares of Common Stock, restricted stock, options or any other award as provided in the award agreement or as the Committee approves. Any such payment will be made by March 15th of the year following the year for which such incentive award was earned.
Performance Measures
Performance measures are performance criteria that the Committee may, at its discretion, establish with respect to awards (other than stock options and SARs) granted under the 2020 Plan. The levels of performance required with respect to performance measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. The Committee has the sole discretion to alter the performance measures, and the Committee may set one or more of the following performance measures with respect to any applicable awards, which may differ between awards to participants:

earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-share basis);
earnings (either in the aggregate or on a per-share basis);
net income or loss (either in the aggregate or on a per-share basis);
operating profit;
cash flow (either in the aggregate or on a per-share basis);
free cash flow (either in the aggregate or on a per-share basis);
capital ratio (either Common Equity Tier 1 or other);

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non-interest expense;
costs;
gross revenues;
deposit growth;
loan loss provisions;
reductions in expense levels;
risk adjusted return on capital;
operating and maintenance cost management and employee productivity;
share price or total shareholder return (including growth measures and total shareholder return or attainment by the shares of a specified value for a specified period of time);
net economic value;
non-performing asset ratio;
net charge-off ratio;
net interest margin;
economic value added or economic value added momentum;
aggregate product unit and pricing targets;
strategic business criteria, consisting of one or more objectives based on meeting specified revenue, sales, credit quality, loan quality, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;
return on average assets or average equity;
achievement of objectives relating to diversity, employee turnover, or other human capital metrics;
results of customer satisfaction surveys or other objective measures of customer experience; and/or
debt ratings, debt leverage and debt service.
In any calendar year, no participant may be granted awards for options or SARs that exceed, in the aggregate, 400,000 underlying shares of Common Stock. In addition, in any calendar year, no participant may be granted awards of restricted stock, deferred stock, RSUs or performance units (or any other award other than options or SARs which is determined by reference to the value of shares) that are subject to performance measures and that exceed, in the aggregate, 400,000 underlying shares of Common Stock. No participant may be granted an annual incentive cash award that would have a maximum payout, during any calendar year, exceeding $3 million, or a cash award for a performance period of more than one year that would have a maximum payout, during the performance period, that would exceed $6 million. These limits are higher than we expect to be needed for awards under the 2020 Plan. Further, under the 2020 Plan, the annual limit on the number of shares that a non-employee director may receive under awards, which are determined by reference to Common Stock (i.e., restricted stock, deferred stock, RSUs or performance units), shall be shares with a $500,000 value based on the aggregate fair market value on the grant date of such shares.
Change in Control
Unless provided otherwise in an award agreement, a participant’s awards will vest, the relevant restrictions will lapse and the relevant performance goals will be deemed to be met upon the involuntary termination of such participant’s employment or service without cause during the two-year period following the occurrence of a change in control. In addition, the Committee may, in order to maintain a participant’s rights in the event of any change in control of Associated, (1) make any adjustments to an outstanding award to reflect such change in control, or (2) cause the acquiring or surviving entity to assume or substitute rights with respect to an outstanding award. The Committee may also cancel any outstanding unexercised options or SARs (regardless of whether vested) that have an exercise price or strike price, as applicable, that is greater than the fair market value of Common Stock as of the date of the change in control. Under the 2020 Plan, the Committee will also have the ability to cash out any options

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or SARs (regardless of whether vested) that have an exercise price or strike price, as applicable, that is less than the fair market value of Common Stock as of the date of the change in control. If the Committee determines that such an award should be cashed out, the participant will receive the lesser of the fair market value of a share of Common Stock on the date of the change in control or the price paid per share in the transaction that constitutes the change in control.
With respect to awards other than deferred compensation awards, a “change in control” under the 2020 Plan includes any of the following:
With certain exemptions, an acquisition by any individual, entity or group of beneficial ownership of at least 35% of Associated’s then-outstanding shares of Common Stock or the combined voting power of Associated’s then-outstanding voting securities entitled to vote in the election of directors;
A change in the composition of the Board of Directors such that the individuals who constituted the Board as of the effective date of the 2020 Plan cease for any reason to constitute at least a majority of the Board;
With certain exemptions, a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Associated, a sale or other disposition of all or substantially all of Associated’s assets, or the acquisition of assets or securities of another entity by Associated; and/or
The approval by shareholders of a complete liquidation or dissolution of Associated.
With respect to any deferred compensation awards, “a change in control” includes any one or more of the following, with certain exemptions as described in the 2020 Plan:
A change in the ownership of Associated, which occurs when any one person, or more than one person acting as a group, acquires ownership of stock, that together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of Associated’s stock;
A change in the effective control of Associated, which occurs when any one person, or more than one person acting as a group, acquires (or has acquired during a 12-month period) ownership of stock possessing 35% or more of the total voting power of Associated’s stock; and/or
A change in the ownership of a substantial portion of Associated’s assets, which occurs when one person, or more than one person acting as a group, acquires (or has acquired during a 12-month period) assets from Associated that have a total gross fair market value equal to 85% or more than the total gross fair market value of all of the assets of Associated immediately prior to such acquisition.
Minimum Vesting and Termination of Employment or Service
Minimum Vesting
Any award that is conditioned upon satisfying specified performance goals and is payable in shares of Common Stock will not vest sooner than one year following the date of grant. Any award that vests solely based upon the participant’s continued employment with Associated will not vest sooner than three years following the date of grant. However, deferred stock that is received pursuant to a participant’s deferral election is not subject to the three-year minimum vesting requirements. Also, the one-year and three-year minimum vesting requirements may not apply if the participant terminates employment due to his or her early retirement, normal retirement, death, disability or a change in control of Associated. In addition, up to 5% of the available shares under the 2020 Plan will not be subject to the one-year and three-year minimum vesting requirements, as determined by the Committee either at the time an award is made or at a later date.
Treatment of Awards Following Termination
Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service (either voluntarily by the participant or by us) without cause and not due to death, disability, early retirement or normal retirement, such participant’s vested stock options or SARs (to the extent exercisable at the time of such termination) will remain exercisable until 60 days after such termination (but not beyond the original term of the option or SAR) and thereafter will be canceled and forfeited to us. Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment due to his or her early retirement or normal retirement, such participant’s stock options or SARs will become fully vested and exercisable following such termination, and will remain exercisable for the remainder of their original term. With respect to stock options and SARs granted pursuant to an award agreement, unless the applicable award agreement provides otherwise, in the event

23



of a participant’s termination of employment or service due to his or her death or disability, such participant’s stock options or SARs will vest and remain exercisable until one year after such termination (but not beyond the original term of the option or SAR), and thereafter will be canceled and forfeited to us. In the event of a participant’s termination of employment or service for cause, such participant’s outstanding stock options or SARs will immediately be canceled and forfeited to us.
Unless the applicable award agreement provides otherwise, with respect to restricted stock, in the event of the participant’s termination of employment or service for any reason other than death, disability, early retirement or normal retirement, all unvested shares will be forfeited to us. Unless the applicable award agreement provides otherwise, upon a termination due to the participant’s death, disability, early retirement or normal retirement, all unvested shares of restricted stock will immediately vest.
RSUs, performance units and deferred stock awards that are subject to the minimum one-year or three-year vesting requirements (described above under Minimum Vesting) may become vested in connection with a change in control of Associated or upon the participant’s termination of employment due to early retirement, normal retirement, death or disability, as determined by the Committee or in an applicable award agreement.
Key Definitions
For purposes of the 2020 Plan, “cause” means (1) commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the integrity, character or reputation of Associated or that would cause harm to its customer relations, operations or business prospects; (2) breach of a fiduciary duty to Associated; (3) violation or threatening to violate a restrictive covenant agreement (such as a non-compete, non-solicit or non-disclosure agreement); (4) unauthorized disclosure or use of confidential information or trade secrets; (5) violation of any lawful policies or rules of Associated, including any applicable code of conduct; (6) commission of criminal activity; (7) failure to reasonably cooperate in any investigation or proceeding concerning Associated; (8) determination by a governmental authority or agency that bars or prohibits the participant from being employed in his or her current position; or (9) neglect or misconduct in the performance of a participant’s duties that remains unresolved ten days after we have given notice of the neglect or misconduct, in each case as determined by the Committee. However, if a participant is subject to an employment agreement with us that contains a different definition of “cause,” the definition contained in the employment agreement will control.
For purposes of the 2020 Plan, “early retirement” means the participant terminates employment or service with Associated after reaching age 55 and working with Associated for at least 15 years. For purposes of the 2020 Plan, “normal retirement” means the participant terminates employment or service with Associated after reaching age 62 and working with Associated for at least five years.
Amendment and Termination
Unless the 2020 Plan is earlier terminated by Associated’s Board of Directors, the 2020 Plan will automatically terminate on the earlier of (1) the date all shares subject to the 2020 Plan have been purchased or acquired and the restrictions on all restricted stock granted under the 2020 Plan have lapsed, and (2) ten years from the 2020 Plan’s effective date. Awards granted before the termination of the 2020 Plan may extend beyond that date in accordance with their terms. The Board of Directors is permitted to amend the 2020 Plan and the Committee is permitted to amend the terms and conditions of outstanding awards. However, no amendment of the 2020 Plan or an award may adversely affect the rights of any participant with respect to outstanding awards without the applicable participant’s written consent, decrease the minimum vesting requirements (described above in the Minimum Vesting and Termination of Employment or Service section), or violate rules under Section 409A of the Code regarding the form and timing of payment of deferred compensation. Shareholder approval of any such amendment will be obtained if required under applicable law or the rules of the New York Stock Exchange, which would include amendments to increase the number of shares available under the 2020 Plan or to expand the scope of who is eligible to participate under the 2020 Plan.
Transferability
Unless otherwise determined by the Committee, awards granted under the 2020 Plan are not transferable except by will or the laws of descent and distribution. The Committee will have sole discretion to permit the transfer of an award to certain family members specified in the 2020 Plan.
Adjustments
In the event of a stock dividend, stock split, reorganization, recapitalization, spin-off, or other similar event that affects shares such that the Committee determines an adjustment to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2020 Plan, the Committee will (among other actions and subject to certain

24



exceptions) adjust the number and type of shares available under the 2020 Plan, the number and type of shares subject to outstanding awards and the exercise price of outstanding stock options and other awards.
Substitute Awards
The 2020 Plan permits the Committee to grant substitute awards in connection with a corporate transaction with Associated. Substitute Awards are awards that may be granted in replacement of stock or stock-based awards from another business held by current and former employees or non-employee directors of, or consultants to, such business that is, or whose stock is, acquired by us, in order to preserve the economic value of all or a portion of a substituted award on such terms and conditions (including price) as the Committee determines.
Federal Tax Consequences
The following summary is based on U.S. federal income tax laws in effect as of January 1, 2020. Such laws and regulations are subject to change. This summary assumes that all awards will be exempt from, or comply with, the rules under Section 409A of the Code regarding non-qualified deferred compensation. If an award fails to comply with Section 409A of the Code, the award may be subject to immediate taxation, interest and tax penalties in the year the award vests or is granted. This summary does not constitute tax advice and does not address possible state, local or foreign tax consequences.
Stock Options
The grant of stock options under the 2020 Plan will not result in taxable income to the recipient of the option or an income tax deduction for Associated. However, the transfer of Common Stock to an option holder upon exercise of his or her options may or may not give rise to taxable income to the option holder and tax deductions for Associated, depending upon whether the options are “incentive stock options” or non-qualified options.
The exercise of a non-qualified option by an option holder generally results in immediate recognition of taxable ordinary income by the option holder and a corresponding tax deduction for Associated in the amount by which the fair market value of the shares of Common Stock purchased, on the date of such exercise, exceeds the aggregate exercise price paid. Any appreciation or depreciation in the fair market value of those shares after the date of such exercise will generally result in a capital gain or loss to the holder at the time he or she disposes of those shares.
In general, the exercise of an incentive stock option is exempt from income tax (although not from the alternative minimum tax) and does not result in a tax deduction for Associated if the holder has been an employee of ours at all times beginning with the option grant date and ending three months before the date the holder exercises the option (or 12 months in the case of termination of employment due to disability). If the holder has not been so employed during that time, the holder will be taxed as described above for non-qualified stock options. If the option holder disposes of the shares purchased more than two years after the incentive stock option was granted and more than one year after the option was exercised, then the option holder will recognize any gain or loss upon disposition of those shares as capital gain or loss. However, if the option holder disposes of the shares prior to satisfying these holding periods (known as “disqualifying dispositions”), the option holder will be obligated to report as taxable ordinary income for the year in which that disposition occurs the excess, with certain adjustments, of the fair market value of the shares disposed of, on the date the incentive stock option was exercised, over the exercise price paid for those shares. Associated would be entitled to a tax deduction equal to that amount of ordinary income reported by the option holder. Any additional gain realized by the option holder on the disqualifying disposition of the shares would be capital gain. If the total amount realized in a disqualifying disposition is less than the exercise price of the incentive stock option, the difference would be a capital loss for the option holder.
SARs
The granting of SARs does not result in taxable income to the recipient of a SAR or a tax deduction for Associated. Upon exercise of a SAR, the amount of any cash the participant receives and the fair market value as of the exercise date of any Common Stock received are taxable to the participant as ordinary income and such amount will be deductible by Associated.
Restricted Stock
Unless an election is made by the recipient under Section 83(b) of the Code, a participant will not recognize any taxable income upon the award of shares of restricted stock that are not transferable and are subject to a substantial risk of forfeiture. Dividends paid with respect to restricted stock prior to the lapse of restrictions applicable to that stock will be taxable as compensation income to the participant. Generally the participant will recognize taxable ordinary income at the first time those shares become transferable or are no longer subject to a substantial risk of forfeiture, in an amount equal to the fair market value of those shares when the

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restrictions lapse, less any amount paid with respect to the award of restricted stock. The recipient’s tax basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted stock. The recipient’s holding period will commence on the date on which the restrictions lapse.
As indicated above, a participant may elect, under Section 83(b) of the Code, to recognize taxable ordinary income upon the award date of restricted stock (rather than being taxed as described above) based on the fair market value of the shares of Common Stock subject to the award on the date of the award. If a participant makes that election, any dividends paid with respect to that restricted stock will not be treated as compensation income, but rather as dividend income, and the participant will not recognize additional taxable income when the restrictions applicable to his or her restricted stock award lapse. Assuming compliance with the applicable tax withholding and reporting requirements, Associated will be entitled to a tax deduction equal to the amount of ordinary income recognized by a participant in connection with his or her restricted stock award in the taxable year in which that participant recognizes that ordinary income.
RSUs
The granting of RSUs generally should not result in the recognition of taxable income by the recipient or a tax deduction by Associated. The settlement of RSUs should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of the then-current fair market value of the shares of Common Stock received and a corresponding tax deduction by Associated.
Deferred Stock
The granting of deferred stock generally should not result in taxable ordinary income to the recipient of deferred stock or a tax deduction for Associated. The payment or settlement of deferred stock should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any cash paid or the then-current fair market value of the shares of Common Stock received and a corresponding tax deduction by Associated. Rules relating to the timing of payment of deferred compensation under Section 409A of the Code are applicable to deferred stock and any violation of Section 409A may result in potential acceleration of income taxation, as well as interest and tax penalties to the participant.
Performance Units
The granting of performance units generally should not result in the recognition of taxable income by the recipient or a tax deduction by Associated. The payment or settlement of performance units should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any cash paid or the then-current fair market value of any unrestricted shares of Common Stock received and a corresponding tax deduction by Associated. If the award is paid with shares of Common Stock that are not transferable and are subject to a substantial risk of forfeiture, the tax consequences to the participant and Associated will be similar to the tax consequences of restricted stock awards described above, assuming that such award is payable upon the lapse of the restrictions. If the award is paid with RSUs, the tax consequences to the participant and Associated will be similar to the tax consequences of RSUs described above.
Annual Incentive Awards
The granting of an annual incentive award generally should not result in the recognition of taxable income by the recipient or a tax deduction by Associated. The payment or settlement of this award should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any cash paid or the then-current fair market value of the unrestricted shares of Common Stock received. A corresponding tax deduction by Associated is available at the time the award is fixed and determinable. In addition to cash and unrestricted shares, this award may be paid in any form of any other award under the 2020 Plan (e.g., restricted stock, RSUs, options, etc.) or any combination thereof. The tax consequences to the participant and Associated with respect to any award type will be similar to the tax consequences of the specific award type as described above.
Section 162(m)

Under Section 162(m), we may be limited as to federal income tax deductions to the extent that total annual compensation in excess of $1 million is paid to a “covered employee” (as defined in Section 162(m)). “Covered employee” means any individual serving as Associated’s Chief Executive Officer or Chief Financial Officer and any one of Associated’s other three highest-paid executive officers during any taxable year whose compensation is required to be reported in Associated’s annual proxy statement (regardless of whether the individual serves as an executive officer as of the end of the year). Further, for each executive officer whose compensation was or is subject to this deduction limitation in a tax year beginning after December 31, 2016, that officer’s compensation will generally remain subject to the annual deductibility limitation of Section 162(m).

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Section 280G of the Code
Under certain circumstances, accelerated vesting, exercise or payment of awards under the 2020 Plan in connection with a “change in control” of Associated might be deemed an “excess parachute payment” for purposes of the golden parachute payment provisions of Section 280G of the Code. To the extent that it is so considered, the participant holding the award would be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and Associated would be denied a tax deduction for the amount of the excess parachute payment. However, the 2020 Plan provides for an automatic reduction of a participant’s awards to the extent that an award would result in any excess parachute payment that would trigger such an excise tax and such reduction would allow the participant to receive a greater after-tax value, unless the participant is party to a written agreement with Associated that provides for other treatment with respect to such excess parachute payments.
New Plan Benefits
Associated cannot determine (except as indicated in the table below) the number of shares or dollar amounts of long-term incentive awards that will be granted under the 2020 Plan to the NEOs, the executive officers as a group, directors who are not executive officers as a group and employees who are not executive officers as a group. Under the terms of the 2020 Plan, the amount of awards to be granted is within the discretion of the Committee. Accordingly, we have provided below a table of the aggregate number of award grants (at target) under the 2017 Plan to each of the NEOs and certain groups of participants during 2019. The following table sets forth information as of February 14, 2020.
Name and Position or Group
 
2019 Stock Options
 
2019 Restricted Stock Grants
 
2019 RSUs
Philip B. Flynn
 
 
 
 
 
 
President and CEO
 
169,857

 
29,816

 
59,631

Christopher J. Del Moral-Niles
 



 



 



Executive Vice President, Chief Financial Officer
 
39,212

 
6,883

 
13,766

John A. Utz
 



 



 



Executive Vice President, Head of Corporate Banking and Milwaukee Market President
 
33,777

 
5,930

 
11,858

Randall J. Erickson
 



 



 



Executive Vice President, General Counsel, Corporate Secretary
 
29,765

 
5,225

 
10,449

David L. Stein
 



 



 



Executive Vice President, Head of Consumer & Business Banking
 
25,559

 
4,486

 
8,973

Executive Officers as a Group
 
489,911

 
86,060

 
165,974

Non-Employee Directors as a Group
 

 

 
81,965

Non-Executive Officer Employees as a Group
 
487,840

 
345,746

 


27



Equity Compensation Plan Information
The following table sets forth information as of December 31, 2019 about shares of Common Stock outstanding and available for issuance under Associated’s existing equity compensation plans.
Plan Category
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
 
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
5,542,954

 
$20.13

 
7,561,080

Equity compensation plans not approved by security holders

 

 

Total
5,542,954

 
$20.13

 
7,561,080

RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board recommends that shareholders vote “FOR” the approval of the Associated Banc-Corp 2020 Incentive Compensation Plan.

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PROPOSAL 3:
ADVISORY APPROVAL OF ASSOCIATED BANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION
Associated’s executive compensation program plays a key role in our ability to attract, retain and motivate the highest quality executive team. The principal objectives of Associated’s executive compensation program are to align executive incentive compensation with long-term shareholder value creation, target executive compensation within competitive market ranges, and reward performance, without incenting unnecessary or excessive risk. As discussed in the Compensation Discussion and Analysis, which begins on page 30, the Compensation and Benefits Committee has designed the program to incorporate a number of features and best practices that support these objectives, including, among others:
Target total compensation for Associated’s Named Executive Officers (the “NEOs”) at market-competitive levels, while maintaining an overall compensation program that is aligned with and reflects the performance of Associated;
A substantial portion of each NEO’s target compensation is variable and tied directly to corporate performance;
Variable pay opportunities are more heavily weighted toward long-term performance;
All long-term incentives are denominated and delivered in equity;
Equity awards are granted in the form of stock options, restricted stock awards (“RSAs”) and performance-based restricted stock units (“RSUs”), which are directly aligned with shareholder value;
Stock Ownership requirements, which include both a salary multiple and a post-vesting holding period, are in place for all Executive Committee members;
None of the NEOs are entitled to receive gross-up payments in connection with any excise tax or other tax liabilities (except in connection with relocation expenses); and
Only a limited number of perquisites are available to NEOs.
Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement in its entirety for a detailed discussion of Associated’s executive compensation program.
As required under the Exchange Act, this proposal seeks a shareholder advisory vote on the approval of compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:
“Resolved, that the shareholders approve the compensation of Associated’s Named Executive Officers as disclosed pursuant to the compensation rules of the SEC in the Compensation Discussion and Analysis, the compensation tables and any related materials.”
Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation and Benefits Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board recommends that shareholders vote “FOR” the advisory approval of Associated Banc-Corp’s Named Executive Officer compensation, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and any related material). If a majority of the votes cast are voted “FOR” this Proposal 3, it will pass. Unless otherwise directed, all proxies will be voted “FOR” Proposal 3.

29



EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
CD&A DIRECTORY
EXECUTIVE SUMMARY
30

OVERVIEW OF COMPENSATION METHODOLOGY
33

COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 2019
35

ANNUAL TOTAL COMPENSATION
37

LONG-TERM INCENTIVE COMPENSATION
40

OTHER BENEFIT PROGRAMS
43

COMPENSATION DECISIONS FOR 2020
44

POLICIES
45

EXECUTIVE SUMMARY
Associated’s executive compensation program is overseen by the Compensation and Benefits Committee (referred to in this section as the “Committee”) and is intended to provide a balanced program that rewards corporate, business area, and individual results that support Associated’s mission, with a focus on performance-based compensation. The program’s strong pay-for-performance alignment is an important part of Associated’s continuing commitment to enhancing long-term shareholder value.
2019 Financial Performance
Associated continues to maintain a healthy balance sheet with strong capital and liquidity levels. Associated is committed to making investments to expand services, develop new products and services, and drive new business. The completed acquisition of the Wisconsin branch banking operations of The Huntington National Bank, a subsidiary of Huntington Bancshares Incorporated, and the announcement in the third quarter of 2019 of the acquisition of First Staunton Bancshares, Inc. further demonstrate Associated’s commitment to profitable growth.
Associated reported GAAP earnings per common share (“EPS”) of $1.91 and Return on Common Equity Tier 1 (“ROCET1”) of 12.59%, which reflect a year-over-year change of 1% and -4% respectively.
Consistent with Associated’s focus on delivering increased value and returning capital to its shareholders, dividends per common share increased 11% in 2019 to $0.69. In addition, in 2019 Associated repurchased over 8 million shares of Common Stock.
Associated continued to grow its balance sheet with average loans increasing 2% year-over-year to $23.1 billion and average deposits increasing 3% year-over-year to $24.7 billion. These results reflect the continuing commitment of colleagues and executive officers throughout Associated to serving the needs of Associated’s customers and enhancing long-term shareholder value.
Common Equity Tier 1, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of Associated’s capital with the capital of other financial services companies. Management uses Common Equity Tier 1 along with other capital measures, to assess and monitor Associated’s capital position. In addition, the Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for Associated. Prior to 2015, the regulatory capital requirements effective for the Corporation followed the Capital Accord of the Basel Committee on Banking Supervision. Beginning January 1, 2015, the regulatory capital requirements effective for Associated followed Basel III, subject to certain transaction provisions. Common Equity Tier 1 prior to Basel III requirements was calculated as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. See Table 26 in Part II, Item 7 of the 2019 Form 10-K for a reconciliation of Common Equity Tier 1.



30



403292304_epsrocet1_5-yr202027a02.jpg
Environmental, Social and Governance Highlights

Environmental, Social and Governance (ESG) considerations are becoming increasingly important to our shareholders and investors. Associated maintains a diverse and engaged Board which, through its committees, provides insight into current business conditions, opportunities and risks. Associated’s Board is committed to reviewing its governance policies and practices and committee charters to ensure alignment with current best practices. Associated is mindful of its ESG practices as they are fundamental to our success and reflect the strong commitment we have to our customers, colleagues, communities and shareholders. We have, therefore, included relevant information regarding Associated’s voluntary ESG initiatives to provide transparency of our actions to interested parties.
 
What We Do (1)
Environmental
Our Power and Utilities specialized lending group served as the cornerstone of our environmental business strategy. Since 2012, this group has made over $1.2 billion in total credit commitments to support more than 78 wind, solar and hydroelectric projects, representing cumulative generating capacity in excess of 8.8 gigawatts. These projects, spanning across 20 states, generated a significant number of jobs in their surrounding communities while providing clean, sustainable power.Continued to improve energy efficiency in our newly constructed and renovated branches to effectively reduce our branch network’s carbon footprint
Ensured our newly constructed branches exceed the code required energy performance standards by providing an R-value of 13.5 in excess of what is required under the current energy code
Strived to use “green” materials wherever possible; for example, our flooring, wall, ceiling and counter-top materials are made with either recyclable content or high life-cycle content
Used occupancy sensors; implemented power management processes on all personal computers, monitors and printers; and used Energy Star compliant appliances to manage energy use
Implemented aggressive LED lighting program and have been retrofitting our branch locations where necessary
Protected the environment and our customers’ information security; through our shredding efforts 1,000 tons of materials were recycled
Social
Have women or minorities in 61% of all Assistant Vice President roles
Have women in 32% of all Senior Vice President roles
Diversified with 11% of minority colleagues in Assistant Vice Presidents and above roles
Successfully implemented Milwaukee workplace strategy resulting in 40% minority hires and reduction of minority attrition by 8%
Educated all colleagues on unconscious bias and leaders on diversity and inclusion
Invested in our communities through 67,300 colleague volunteer hours in 2019, reaching a value of more than $11,000,000 in donated time since 2012.
Actively recruited protected veterans which represents 2.5% of new hires
Governance

Board oversight through designated committees for Audit, Compensation and Benefits, Corporate Development, Corporate Governance, Enterprise Risk, and Trust
Executive stock ownership guidelines, which are described under “Stock Ownership - Stock Ownership Guidelines for Executive Officers and Directors” on page 12
4 out of 14 (29%) director nominees bring gender or racial diversity to the Board
3 out of 14 (21%) director nominees are women
(1) Reference materials are available on Associated’s website; please refer to our Investors Relations and Celebrating Diversity web pages.

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Key Elements of Associated’s Executive Compensation Program

The key elements of our executive pay program (Salary, Annual Incentive, and Equity Awards) support the Committee’s philosophy of providing a balanced program of short- and long-term compensation that targets market-competitive pay levels in order to attract and retain top talent.
SALARY
INCENTIVE
EQUITY
403292304_salary.jpg
403292304_incentive.jpg
403292304_equitya01.jpg
Base pay that is targeted at the midpoint of the market and adjusted to account for individual performance and tenure

A formulaic annual award that is initially based on the achievement of total Company results and adjusted for individual performance

Equity represents the largest portion of executive pay with direct alignment to shareholder value and the value of our Common stock

Key Executive Compensation Governance Practices
We believe our pay practices demonstrate our commitment to and alignment with shareholders’ interests and our dedication to maintaining a compensation program supported by strong corporate governance. The Committee meets regularly and in addition to each member’s own business knowledge of best practices, it receives guidance on best practices and market trends from the Committee’s independent compensation consultant, Pay Governance LLC. Strong governance is exemplified by the detailed chart below which describes the practices that are included and excluded in our programs.

We Do
 
We Don’t
403292304_checkmark.jpg
Pay for performance by having a significant portion of executives’ compensation tied to Company performance and weighted towards long-term.
 
X
Have excess perquisites. We do include executive physicals, financial planning services and access to clubs only for business purposes.
403292304_checkmarka01.jpg
Utilize Long-Term Incentive pay that is denominated and delivered in equity and does not have a cash component.
 
X
Make tax gross-up payments in connection with excise tax or other tax liabilities except for relocation.
403292304_checkmarka02.jpg
Use robust incentive plan governance that is reviewed by internal key experts, by the Committee, and by an independent third party as needed.
 
X
Pay dividend equivalents until the end of the performance period on unvested performance stock. Dividends are calculated based on the number of shares awarded.
403292304_checkmarka03.jpg
Retain an independent compensation consultant selected by the Committee for Executive pay consultation.
 
X
Allow hedging or pledging of Company securities by executive officers or directors.
403292304_checkmarka04.jpg
Require a double trigger for vesting of equity awards and severance payments upon a change of control.
 
X
Have employment agreements with our NEOs.
403292304_checkmarka05.jpg
Clawback pay related to material restatement of financial statements.
 
 
 
403292304_checkmarka06.jpg
Hold an annual say-on-pay vote in order to elicit regular feedback from shareholders.
 
 
 
403292304_checkmarka07.jpg
Hold proactive shareholder and advisory firm engagement meetings to solicit feedback.
 
 
 
403292304_checkmarka08.jpg
Require stock ownership for executives based on a salary multiple of stock and retention of a portion of shares after vesting.
 
 
 

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Outreach Efforts
Associated’s 2019 advisory shareholder vote on NEO compensation resulted in a 15% increase from 2018 with more than 94% of the votes cast in favor of the program. On an annual basis, the Company is in direct dialogue with between 50 and 100 institutional investors through regular attendance at industry conferences and investor events. This includes regular, private one-on-one dialogue with most of the Company’s top 20 shareholders, which represents 57% of outstanding shares. In addition, management engages with investors through conference calls to discuss Company results, performance relative to industry trends, peer metrics, governance matters, and the Company’s strategic direction. In addition, during 2019, key executive officers and senior leaders engaged in specific outreach with two shareholder advisory firms with respect to its compensation practices to gain an understanding of shareholder views on the Committee’s decisions and to provide clarification on the use of common publicly reported metrics that align the performance plans with shareholder interests. The discussion focused on components of the incentive compensation program, planned shareholder request for additional shares, and the 2020 Incentive Compensation plan document. Other topics discussed included Associated’s Committee’s annual evaluation of the executive compensation program as well as Associated’s executive pay, which is primarily variable, at risk, and tied to long-term shareholder value. (See page 36 for graphic representation.)
Key Changes to Executive Compensation Programs in 2019
At the beginning of each fiscal year, the Committee evaluates the market competitiveness of compensation for each of our executive officers in order to guide target compensation decisions for the coming year. With the assistance of Pay Governance, the Committee reviews the compensation of our executive officers against that of the Company’s executive compensation peer group, as well as the financial services industry in general. At the beginning of 2019, after reviewing the competitive pay data provided by Pay Governance, the Committee decided to make no material changes to the target compensation levels for our NEOs.
OVERVIEW OF COMPENSATION METHODOLOGY
Philosophy and Objectives
Associated’s executive compensation program is designed to provide each executive officer of Associated with a competitive total compensation package aligned with several objectives, including:
providing a balanced program that rewards individual actions and behaviors that support Associated’s mission, business strategies and performance-based culture without incentivizing unnecessary and/or excessive risk-taking;
targeting compensation at market-competitive median levels, while maintaining an overall compensation program that is aligned with and reflects the performance of Associated;
providing a competitive mix of short-term and long-term variable compensation; and
attracting and retaining executives whose judgment and leadership abilities result in overall success for Associated and increased value to our shareholders.
The Committee used the objectives listed above to drive the methodology for the design of the 2019 Executive Compensation Program with targeted total compensation for the NEOs and other executive officers to approximate median levels for executives with comparable responsibilities at financial institutions of comparable asset size. In addition to compensation levels, the Committee considers Associated’s financial performance relative to its peers as part of the determination of total compensation opportunities. The Committee believes that peer comparison is important to the objectives of the program because Associated competes with a large number of financial institutions across the country for the services of qualified executive officers. Consideration was also given to individual factors based on performance evaluations. Where the Committee deems appropriate, total compensation opportunities may exceed the market median in order to attract currently employed, high-quality executives to join Associated and to retain experienced, high-performing executive officers. Conversely, Associated may target compensation below median market levels for newly promoted executives. The allocation of the various components of the NEOs’ total compensation package is described below in the “Components of Total Executive Compensation for 2019” section beginning on page 35.

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Peer Group
The Committee, with the input of Pay Governance, reviewed the 2018 peer group and made minor changes to the 2019 peer group. The Committee noted that the comprehensive review process determined that Associated’s asset scope remained aligned with the peer group median, but also included peers that were larger in asset size to allow for aspirational growth comparisons. In reflection of the redesign of the 2019-2021 LTIPP, the Committee enhanced the core Executive Pay peer group by retaining the same 15 base peers and adding 5 additional peers.  Further details around the expanded peer group can be found in the “Long-Term Incentive Compensation” section on page 40.  
The 2019 executive compensation peer group consisted of 15 peers. The peers consisted of bank holding companies that the Committee and Pay Governance believe are appropriate for comparison purposes in terms of size (based on total assets) and business composition, and consisted of companies ranging in asset size from approximately $22.7 billion to approximately $70.8 billion that were engaged in lines of business similar to Associated. The median asset size of the companies in the peer group was approximately $32.7 billion, compared to Associated’s assets of $33.6 billion, as of December 31, 2018. The 2019 executive compensation peer group companies were:
BOK Financial Corporation
F.N.B Corporation
TCF Financial Corporation (*)
Comerica Incorporated
First Horizon National Corporation
Valley National Bancorp
Commerce Bancshares, Inc.
People’s United Financial
Webster Financial Corporation
Cullen/Frost Bankers, Inc.
Prosperity Bancshares
Wintrust Financial Corporation
East West Bancorp, Inc.
Synovus Financial Corporation
Zions Bancorporation
(*) TCF Financial Corporation merged with Chemical Bank in 2019. Chemical Bank was the surviving company.
While the peer group is a key point of comparison in the total compensation strategy, the Committee also took into account broader retail banking and financial services industry survey data as part of its compensation determinations to provide broader market context. Pay Governance analyzed compensation data from the Willis Towers Watson 2018 Executive Financial Services Survey of approximately 205 participants, including members of Associated’s peer group, and peer company public filings. In analyzing the data, Pay Governance advised that the additional comparisons, beyond the peer group, provided a broader perspective from which to appropriately compare compensation, particularly for staff positions. When making compensation-related decisions, the Committee considered information that compared each executive officer’s base salary and total compensation to the 25th, 50th and 75th percentiles of these market reference points.
Role of Independent Compensation Consultant
The Committee has engaged Pay Governance LLC to advise on a variety of matters relating to the executive compensation program and conduct a thorough active re-engagement process each year. In 2019, this included a comprehensive review of costs, services, and performance which the Committee affirmed were in line with expectations and benchmark best practices. The Committee has established procedures that it considers sufficient to ensure that the compensation consultant’s advice to the Committee remains objective and is not influenced by Associated’s management, including:
a direct reporting relationship of the compensation consultant to the Committee;
a provision in the Committee’s engagement letter with Pay Governance specifying the nature of the work to be conducted and the role that management may play in that work; and
an annual update to the Committee on the compensation consultant’s financial relationship with Associated, including a summary of the work performed for Associated during the preceding 12 months.
Pay Governance reports directly to the Committee and provides no other services to Associated. Pay Governance performed a competitive analysis of Associated’s senior executive compensation levels and provided financial performance and other market data with respect to the peer group and a broader financial services survey group as a context for the Committee’s assessment of competitive compensation levels, as further described below.
Role of Management
As part of the annual compensation review process, the CEO and the Chief Human Resources Officer interact with the Committee and Pay Governance, providing information about the current compensation structure, details regarding executive compensation, individual performance assessments, and descriptions of the job responsibilities of executive officers. The CEO typically makes

34



recommendations to the Committee with respect to the compensation of NEOs, other than himself, and the Committee, determines CEO compensation in executive session without the CEO present.
Role of the Committee
The purpose of the Committee is to assist the Board of Directors in fulfilling its responsibility to oversee Associated’s executive compensation program. The Committee works closely with Pay Governance to make decisions about, and set the framework for, Associated’s executive compensation program. Among other things, the Committee’s responsibilities include:
establishing and approving compensation and benefit policies;
approving the amount and form of compensation for Associated’s executives and non-management directors; and
issuing an annual report on executive and CEO compensation for inclusion in Associated’s annual proxy statement and Form 10-K.
COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 2019
To support Associated’s Pay for Performance philosophy, the Committee has utilized multiple compensation components that are a mix of both short- and long-term pay. The following chart depicts the Committee’s design decisions that create a competitive Executive Pay Program.
 
BASE SALARY
ANNUAL
INCENTIVE
TIME BASED STOCK
PERFORMANCE
STOCK
Performance Type
Short-Term
Long-Term
Award Type
Cash
Equity
Description
Salary based on peer and market comparison and individual performance
Annual cash opportunity based on overall Company and individual performance
Time-based restricted stock awards and stock options that vest equally each year
Performance based restricted stock units based on Company performance that cliff vest at end of performance period
Performance Period
Ongoing
1-year
4-year
3-year
Measurement
Responsibilities
Market data
Performance
EPS
ROCET1
Market data
Stock price
Individual performance
Cumulative 3-year EPS
TSR performance relative to Peers
Stock price
Pay Determination
Market Based
Formulaic:
Target x Company Performance + Individual Performance

Limited positive discretion of up to 20% for individual performance and no cap on negative adjustments
Formulaic:
Salary x Target
(50% Options/50% Restricted Stock)
Formulaic:
Additive Model with Equally Weighted Metrics

50% Target shares x EPS Performance + 50% Target Shares x TSR Performance

Payout range from 0% - 150%
Objectives
Attract and retain high caliber individuals
Incentive compensation that reflects Associated’s performance
Align executive interests and compensation with long-term shareholder results
Provide equity incentive for achieving certain specified long-term business goals
Evaluation
Reviewed Annually

35



Composition of Total Compensation
The Committee continually monitors the total compensation of the CEO and NEOs against Associated’s pay philosophy and leverages research by Pay Governance in determining appropriate levels of compensation. The Committee focuses on determining the appropriate total compensation levels for the CEO and each NEO. The Committee utilizes input from Mr. Flynn (CEO) in decisions regarding NEO compensation and utilizes Mr. Flynn’s assessment of NEO performance against financial and budgetary goal achievement, significant business line project and objective success, and other individual performance objectives.
Total compensation packages for the CEO and NEOs are composed of both fixed and variable (performance-based) elements and include annual and long-term compensation. The Committee’s objective is to deliver the majority of executive compensation through variable pay opportunities that are based on Associated’s performance.
For 2019, variable elements continued to constitute the majority of the CEO and each NEO’s total compensation, with long-term, equity-based incentives representing the majority of the variable component of compensation. With input from Pay Governance, the Committee assessed the competitiveness of Associated’s executive compensation levels using multiple market references, including peer groups and industry data. In reviewing CEO and NEO compensation, the Committee determined, with input from Pay Governance, the following with respect to Associated’s competitive positioning:
Base salaries are generally in line with median levels;
Associated's incentive plan payouts, which are based on Associated’s performance versus short-term and long-term EPS, ROCET1 and TSR targets, are in line with median levels; and
Due to Associated’s pay philosophy that emphasizes equity over cash compensation, Associated’s long-term incentive opportunities are modestly above the competitive 50th percentile.
As a result, the Committee believes that total direct compensation (sum of total cash and long-term incentive opportunities) is close to median market levels and continues to be sufficient to attract and retain qualified leadership. Additionally, Associated’s mix of compensation provides a direct link between executive compensation and shareholder value, fosters equity ownership among executive officers, and provides a balanced risk profile, all in keeping with the Committee’s objectives for the Company’s executive compensation program.

The chart below illustrates the mix of variable (Annual Incentives, Equity Awards and Option Awards) and fixed (Salary) components of the 2019 total compensation awarded to the CEO and the average of the mix of variable and fixed components of the total compensation awarded to all other NEOs, each as presented in the Summary Compensation Table on page 46.

403292304_ceoandneobarchartsa01.jpg




36



ANNUAL TOTAL COMPENSATION
Base Salary
The Committee’s intention is to pay NEOs base salaries that approximate the midpoint of the market data provided by Pay Governance, with adjustments as the Committee deems necessary to account for individual performance and tenure, or other specific circumstances that may arise in a given year.
In keeping with the Committee’s focus on delivering the majority of executive compensation through variable opportunities that are based on Associated’s performance, only one NEO received a market increase to base salary for 2019. The NEO received a market increase in order to move his base salary closer to the market median. Base salaries for the remaining NEOs were determined to be within the targeted market median range.
Annual Incentive Award
Associated’s core philosophy is that it takes all colleagues working together to serve our customers for the Company to be successful. That is why we designed our annual incentive program to pay all incentives, other than commissions, from a single pool that is funded solely on the success of the Company as a whole. Associated’s annual incentive program is referred to as the Management Incentive Plan (“MIP”). All Participants are paid from a single corporate pool that includes NEOs, the Executive Committee, and all other incentive eligible colleagues. Participants are provided the opportunity to earn an annual incentive payment from a corporate pool, the total amount of which is determined based upon Associated’s achievement of objective financial criteria selected by the Committee, but is limited by the annual individual maximum as set forth under the terms of the shareholder approved 2017 Incentive Compensation Plan.
On an annual basis, the Committee establishes performance criteria and target performance levels for purposes of determining the targeted corporate pool, out of which all awards under the 2019 MIP are paid. The amount of funds available in the corporate pool for distribution to all participants under the MIP is a function of total EPS and ROCET1 Company performance and, for 2019, represented approximately 9.6% of Associated’s pre-tax, pre-cash incentive profits. The actual funding amount for the corporate pool was lower than the target corporate pool because both EPS and ROCET1 targets were missed.
The EPS and ROCET1 metrics were selected because they are both critical to the long-term success of the Company and are aligned with creating value for shareholders. Both metrics are transparent and are publicly available. When combined we believe these metrics create a balance between profitability and the quality of earnings and reflect the financial success of the Company while protecting the safety and soundness of the Company.
The performance criteria established under the MIP for 2019 to fund the corporate pool were:
Fully diluted EPS, which the Committee determined to be appropriate because EPS is commonly recognized as an important measure of profitability and financial health and is the leading indicator of value creation for our shareholders. Diluted EPS is the reported GAAP EPS without any adjustments; and
ROCET1, which the Committee believes is an important indicator of prudent capital stewardship, particularly in light of increasing industry and regulatory focus on capital measures. ROCET1 measures profitability by showing how much profit we generate (reported net income) with the capital our shareholders have invested (equity) and how efficiently we have deployed those funds. ROCET1 is calculated based on the definition used by the Federal Reserve of GAAP net income divided by Common Equity Tier One.
For 2019, the target corporate pool funding of 100% was based on a combination of two performance criteria: (1) EPS target of $2.05, which represented an 8.5% increase from 2018’s actual results, and (2) ROCET1 with a 200 basis point increase in targeted range of 13.0% to 14.0%. The following matrix sets forth the scale used for funding determinations under the MIP outlining the possible combinations of EPS and ROCET1 performance results, as well as actual 2019 results.

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Return on Common Equity Tier 1 (ROCET1)
 Interpolate each 10 Basis Points outside target range
 
Final Interpolated Results
 
2019 EPS
< 9.99%
10.00%- 10.99%
11.00%- 11.99%
12.00%- 12.99%
13.00%- 14.00%
14.01%- 15.00%
15.01%- 16.00%
16.01%- 17.00%
> 17.01%
 
ROCET1 12.59%
 
$2.08
25%
26% - 63%
64% - 88%
89% - 101%
102%
103% - 136%
137% - 160%
161% - 174%
175%
 
92%
 
$2.07
25%
26% - 63%
64% - 88%
89% - 100%
101%
102% - 136%
137% - 160%
161% - 174%
175%
 
91%
 
$2.06
25%
26% - 63%
64% - 87%
88% - 100%
101%
102% - 136%
137% - 160%
161% - 174%
175%
 
91%
Target
$2.05
25%
26% - 63%
64% - 87%
88% - 99%
100%
101% - 135%
136% - 159%
160% - 174%
175%
 
90%
 
$2.04
25%
26% - 63%
64% - 86%
87% - 99%
100%
101% - 135%
136% - 159%
160% - 174%
175%
 
90%
 
$2.03
25%
26% - 63%
64% - 86%
87% - 98%
99%
100% - 135%
136% - 159%
160% - 174%
175%
 
90%
 
$1.93
25%
26% - 63%
64% - 82%
83% - 93%
94%
95% - 132%
133% - 158%
159% - 174%
175%
 
85%
 
$1.92
25%
26% - 63%
64% - 81%
82% - 93%
94%
95% - 132%
133% - 158%
159% - 174%
175%
 
85%
Actual
$1.91
25%
26% - 63%
64% - 81%
82% - 92%
93%
94% - 132%
133% - 158%
159% - 174%
175%
 
84%
 
$1.90
25%
26% - 63%
64% - 81%
82% - 92%
93%
94% - 131%
132% - 158%
159% - 174%
175%
 
84%
The amount of funding for the corporate pool increases at each incremental $0.01 of EPS and each range of ROCET1, with ROCET1 to be interpolated outside the target range. In order to incentivize continued company-wide growth, the Committee expects to increase the MIP EPS and ROCET1 targets each year, relative to the prior year’s actual performance.
The graphic below demonstrates the corporate pool funding and distribution methodology.
403292304_fundinggraph.jpg
Once the amount of the corporate pool is determined, the funds are divided into business line sub-pools, including an executive incentive pool, out of which individual awards are paid. Sub-pools are determined for individual revenue-producing business lines based on actual financial results. The amount of each individual award is determined by the accountable Executive Committee members or, in the case of the members of the Executive Committee, by the Committee based upon the recommendations of the CEO. The target amount for each of the NEOs is based on the previous year’s actual incentive payment. This strategy ensures further alignment with Company goals and objectives as the target mimics the rise and fall of corporate performance achievement.
For 2019, the Committee determined the amount of annual cash incentive payments for each NEO by utilizing the plan performance calculation and making minor adjustments based on individual business unit results and performance. In the example below, Mr. Flynn’s incentive amount was determined by multiplying the target incentive amount by the 2019 actual Company performance achievement. The Committee has the ability to modify the payment based on a number of factors as outlined in the 2017 Plan, such as mergers and acquisitions and tax law changes, but determined the calculated incentive award to be appropriate for 2019 without making such adjustments.

38



403292304_ceoannualincentcompcalca07.jpg
As noted previously, the Committee also approved in 2019 the addition of a cap for individual performance adjustments of 20% for upwards adjustments and unlimited downward adjustments of any NEO incentive award. Although our program is largely based on formulaic calculations, the Committee felt that the addition of the upwards cap would ensure that the majority of the incentive was tied to the achievements of the Company’s objective performance goals.
403292304_newannualincentivecompcalc.jpg
The Committee, utilizing the matrix as set forth above, approved EPS of $1.91 and ROCET1 of 12.59% resulting in the corporate pool funding of 84.2% of the targeted funding level. The CEO and NEOs’ annual incentive opportunity are linked directly to Corporate EPS and ROCET1 performance. The incentive earned will rise and fall year to year based on these objective financial results within the MIP Matrix.
The Committee approved these performance results for purposes of determining the aggregate amount available in the MIP pool for annual incentive payments to all eligible colleagues. The Committee then determined the amount of the MIP payments to each NEO based on the performance incentive formula which multiplies the incentive target by Company performance achievement. The Committee further made limited adjustments based on recommendations by Mr. Flynn based on his evaluation of achievement of strategic goals, business line and individual performance, and a number of individual performance and other qualitative and quantitative factors for each NEO, including, among others;
403292304_bulletpointa03.jpg
Successful completion of acquisitions in 2019;
403292304_bulletpointa04.jpg
Significant growth in key financial measures, including revenue and core deposits and fee income;
403292304_bulletpointa05.jpg
Improving asset quality; and
403292304_bulletpointa06.jpg
Reducing expenses and streamlining processes.
Based on these evaluations relating to 2019 performance, Mr. Flynn recommended, and the Committee approved, payouts to Messrs. Del Moral-Niles, Utz, Erickson and Stein as detailed in the table below in the form of cash. NEO individual performance adjustments were minimal and incentive payments were closely aligned to the Company performance achievement of 84.2%.

39



Mr. Flynn received a payout detailed below which was in alignment with the Company’s financial performance and the Committee’s assessment of the CEO’s continued positive performance.
Incentive as a Percent of Target
Named Executive Officer
Target
Actual
Percent of Target
Company Achievement
 
 
84.2%
Philip B. Flynn
$1,161,170
$977,705
84.2%
Christopher J. Del Moral-Niles
$540,000
$455,000
84.3%
John A. Utz
$530,000
$445,000
84.0%
Randall J. Erickson
$410,000
$345,000
84.1%
David L. Stein
$340,000
$300,000
88.2%
LONG-TERM INCENTIVE COMPENSATION
The Committee believes that a significant portion of an executive officer’s total pay should be represented by and tied directly to the performance of the Company to ensure that the interests of the executive officer and the shareholders are in close alignment. The Committee also believes that the performance of Associated’s stock has a strong correlation to the actual total compensation an executive receives over time. To align these interests, the Committee has designed Associated’s long-term incentive program to include three key long-term elements: stock options, restricted stock awards and performance-based restricted stock units (“RSUs”), which are granted under the Long-Term Incentive Performance Plan (“LTIPP”) described below. For 2019, stock options and restricted stock each represent 25% of the long-term component of the overall program; with performance-based RSUs representing 50% of total long-term incentive. Individual grants, as a percent of base salary, are listed in the table below.
Long-Term Incentive Grants as a Percent of Base Salary
Named Executive Officer
Stock Options
Restricted Stock Units
LTIPP
Total
Long-Term Incentive
Philip B. Flynn
52.5%
52.5%
105%
210%
Christopher J. Del Moral-Niles
30%
30%
60%
120%
John A. Utz
30%
30%
60%
120%
Randall J. Erickson
25%
25%
50%
100%
David L. Stein
25%
25%
50%
100%
Stock Option Component
Stock options represent a right to purchase a specified number of shares of Common Stock at the fair market value of the Common Stock on the date the option is granted. As a result, recipients recognize a value only if and to the extent that the value of the Common Stock increases, aligning the value of the benefit with shareholder interests. The stock options granted in 2019 vest over a four-year period, with one-fourth of the grant vesting in each year, subject to the terms of the 2017 Plan. Long-term variable equity compensation is a significant portion of each NEO’s compensation, as indicated by the chart included on page 36. When calculating the value of an option award for the purpose of making these grants, the Committee uses the grant date value of the options.
Restricted Stock Component
Restricted stock represents an award of full value shares that vests over a defined period, the value of which varies based on the performance of Associated’s Common Stock, which creates alignment between executive pay and shareholder value. With input from Pay Governance on appropriate award types for the LTIPP, the Committee determined in 2019 that it would grant time-based Restricted Stock Awards (RSAs) in addition to performance-based RSUs as part of Associated’s overall compensation mix.

40



The RSAs granted in 2019 generally vest over a four-year period, with one-fourth of the grant vesting each year. The grants are subject to the terms of the 2017 Plan. When calculating the value of a restricted stock award for the purpose of making these grants, the Committee used the grant date value of the restricted stock determined on the same basis described on page 46 in the notes to the Summary Compensation Table for such awards.
Long-Term Incentive Performance Plan
Under the LTIPP, participants receive awards of RSUs, calculated as a percentage of each participant’s base salary at the inception of the performance period. Actual payouts from the LTIP plan will be based upon Associated’s results during the specified measurement period relative to goals approved by the Committee with respect to the particular LTIPP performance measurement period. Grants under the 2019 LTIPP are subject to the terms of the 2017 Plan. Grants under the 2017 LTIPP are subject to the terms of the Associated Banc-Corp 2013 Incentive Compensation Plan.
2019 LTIPP
The 2019 LTIPP is based on a three-year performance period that began on January 1, 2019, and will end on December 31, 2021. Based on the Company’s performance during the period, the number of actual shares that vest can range from a minimum of 0% to a maximum of 150% of the target award.
The performance criteria established by the Committee to determine the vesting of RSUs are equally weighted and are based on Associated’s cumulative EPS and Associated’s relative TSR versus its peer group, over the 2019-2021 performance period. The Committee determined that cumulative EPS is an appropriate metric in the LTIPP as Associated’s goal is to sustain growth year-over-year (cumulative three-year EPS growth as provided in the LTIPP). The Committee believes that having these related measures in both the MIP and LTIPP (one-year measurement for the MIP and three-year measurement under the LTIPP for the 2019-2021 cycle) ensures focus on both short and long-term strategies that are in the best interests of our shareholders. The Committee believes relative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is a valuable measure because it is directly aligned with shareholder interests and encourages management to outperform peers in the creation of shareholder value. Additionally, the Committee determined an expansion in the number of peers was appropriate to ensure a larger number of measurement points, provide protection against having too few peers due to mergers and acquisitions, and align more effectively with the new Long-Term Incentive Performance Plan design. The 2019 LTIPP performance peer group companies are:
BankUnited, Inc.
First Horizon National Corporation
UMB Financial Corporation
BOK Financial Corporation
Hancock Whitney Corporation
Umpqua Holdings Corporation
Comerica Incorporated
IBERIABANK Corporation
Valley National Bancorp
Commerce Bancshares, Inc.
People's United Financial
Webster Financial Corporation
Cullen/Frost Bankers, Inc.
Prosperity Bancshares
Wintrust Financial Corporation
East West Bancorp, Inc.
Synovus Financial Corporation
Zions Bancorporation
F.N.B Corporation
TCF Financial Corporation (*)
 
(*) TCF Financial Corporation merged with Chemical Bank in 2019. Chemical Bank was the surviving company.
2017 LTIPP
The 2017 LTIPP was based on a three-year performance period that began on January 1, 2017, and ended on December 31, 2019, with the vesting opportunities ranging from a minimum of 25% to a maximum of 150% of the target award.
The performance criteria established by the Committee to determine the vesting of RSUs was based on Associated’s cumulative adjusted EPS for the performance period and Associated’s TSR relative to the peer group, measured on the basis of reported TSR for the performance period. TCF Financial Corporation's relative TSR was excluded from the 2017 LTIPP performance calculation due to the 2019 merger with Chemical Bank, where Chemical Bank was the surviving company.
The vesting grid below was used to determine the vesting level of the 2017 LTIPP award (for performance during 2017-2019) at various EPS performance levels under the 2017 LTIPP, with a payout percentage target of 100% at targeted cumulative EPS of $4.26 and TSR performance between the 40.1 and 60th percentiles of the peer group.
The target three year cumulative EPS growth rate was set based on a combination of budget and the publicly available 20 year BKX Bank Index which takes into account business cycles.

41



 
Vesting of the 2017-2019 Long-Term Incentive Performance Plan
 
3 Yr EPS
Total Shareholder Return (Q4 2019 vs Q4 2016 TSR Relative Ranking)
 
0%
7%
13%
20%
27%
33%
40%
TARGET RANGE
40.1-60%
67%
73%
80%
87%
93%
100%
 
5.00
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.95
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.90
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
Actual
4.86
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.85
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.80
146%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.75
136%
144%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.70
126%
134%
142%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.65
116%
124%
132%
141%
149%
150%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.60
106%
114%
122%
131%
139%
144%
150%
150%
150%
150%
150%
150%
150%
150%
 
4.55
96%
104%
112%
121%
129%
136%
142%
150%
150%
150%
150%
150%
150%
150%
 
4.50
86%
94%
102%
111%
119%
127%
136%
148%
150%
150%
150%
150%
150%
150%
 
4.45
76%
84%
92%
101%
109%
117%
126%
138%
150%
150%
150%
150%
150%
150%
 
4.40
66%
74%
82%
91%
99%
107%
116%
128%
149%
150%
150%
150%
150%
150%
 
4.35
56%
64%
72%
81%
89%
97%
106%
118%
139%
147%
150%
150%
150%
150%
 
4.30
46%
54%
62%
71%
79%
87%
96%
108%
129%
137%
146%
150%
150%
150%
Target
4.26
38%
46%
54%
63%
71%
79%
88%
100%
121%
129%
138%
146%
150%
150%
 
4.25
36%
44%
52%
61%
69%
77%
86%
98%
119%
127%
136%
144%
150%
150%
 
4.20
26%
34%
42%
51%
59%
67%
76%
88%
109%
117%
126%
134%
142%
150%
 
4.15
25%
25%
32%
41%
49%
57%
66%
78%
99%
107%
116%
124%
132%
141%

As determined based on the vesting grid, tax rate adjusted EPS performance of $4.86 significantly outperformed targeted EPS of $4.26. EPS results in all three years have been tax adjusted to make the final EPS results comparable to the original target using the prior 35% corporate tax rate. The Committee approved the 2019 adjusted EPS of $1.67 to be used with previously approved 2018 adjusted EPS of $1.67 and 2017 adjusted EPS of $1.52. Combined with Associated’s relative TSR ranking at the 7% percentile of the peer group, the RSU award grant applicable to the 2017-2019 performance period vested at 150.0% of target.
Risk Assessment
The Committee, along with members of Associated’s Executive Risk Committee, the Incentive Compensation Risk Assessment Committee (ICRA), the Chief Human Resources Officer and business executives responsible for the design and implementation of Associated’s incentive compensation arrangements, conducted a full annual risk assessment as part of an incentive and sales practice review. Under the governance of the Executive Risk Committee, ICRA was established to define and govern the annual incentive plan risk assessment process which evaluates the effectiveness of Associated’s incentive compensation programs and ensures they are in alignment with the Company’s safety and soundness principals. Following the reviews with members of Associated’s Executive Risk Committee, ICRA, and business executives responsible for the design and implementation of incentive plans, the Committee determined that Associated’s compensation plans do not encourage its senior executive officers or colleagues to take unnecessary or excessive risks that threaten the value of Associated, nor do such plans encourage behavior focused on short-term results to the detriment of long-term value creation. The Committee has determined that these plans do not encourage unnecessary risk taking and are consistent with preserving and enhancing the long-term health of Associated.

42



OTHER BENEFIT PROGRAMS
Deferred Compensation Plan
Associated maintains a non-qualified deferred compensation plan to allow certain colleagues who are deemed to be highly compensated under IRC Section 414(q)(1)(B) to defer current compensation to accumulate additional funds for retirement. All NEOs were eligible to participate in the deferred compensation plan in 2019; however, none elected to participate in 2019.
Participants are offered the opportunity to defer up to 50% of base salary and up to 75% of cash incentive compensation. Participants have various investment options to select from. The participant can elect to receive payment of deferred amounts either in a lump sum, or five or ten equal annual installments; payments may be received while in service or six months following separation from Associated. (Distributions during employment are possible in the event of an unforeseeable emergency.) The participant retains all rights to amounts in his or her account if employment terminates for any reason.
Retirement Plans
Retirement Account Plan
The Associated Banc-Corp Retirement Account Plan (“RAP”) is a qualified defined benefit plan with cash balance features designed to provide participants with a monthly income stream in the form of an annuity at retirement. A colleague becomes eligible to participate effective the first day of the plan year in which the participant completes twelve months of service (service is defined as working a minimum of 1,000 hours within the year). The colleague becomes a “Participant” in the Plan the first January 1 or July 1 after completion of the service eligibility has been met.  Each participant receives an accrual of 3% of eligible compensation. Compensation is subject to the IRS annual limitation, which was $280,000 in 2019. The RAP provides for an annual earnings credit based on the 30-Year Treasury Rate. All participants become fully vested in their accrued benefit upon completion of three years of credited services, attainment of normal retirement (age 65) or upon death or disability while employed by Associated. All NEOs have completed three years of credited service and are 100% vested in their benefits under the RAP. Participants may be eligible to receive an early retirement benefit at age 55. Benefits are subject to an actuarial adjustment for early retirement benefits.
401(k) Plan
Associated offers the Associated Banc-Corp 401(k) and Employee Stock Ownership Plan to eligible participants. Participants make contributions to the 401(k) Plan, subject to the limitations established by the IRS. Associated provides a discretionary matching contribution, which in 2019 was equal to 100% of the first 5% of each participant’s contribution. Participants who work 1,000 hours during the calendar year and are employed with Associated on December 31 qualify for the matching contribution, with the exception of the participant’s retirement, disability or death. All participants are fully vested in both their own contributions and Associated’s matching contributions.
Supplemental Executive Retirement Plans
In keeping with its objective of providing a market-competitive executive compensation program designed to attract and retain highly qualified individuals, Associated provides supplemental retirement benefits to a limited number of key colleagues under the Associated Banc-Corp Supplemental Executive Retirement Plan, referred to as the “SERP.” The SERP is a non-qualified plan into which Associated makes a restoration contribution for amounts that are otherwise restricted due to applicable IRS limitations under Associated’s RAP and 401(k) Plan. Participation in the SERP is limited to members of Associated’s Executive Committee, which includes the NEOs.
Associated’s contribution to the SERP is equal to the excess of the amount that would have been accrued under the RAP and the 401(k) Plan if not for the IRS annual limitation over the amount actually accrued by the participant for the plan year under those plans. Amounts under the SERP are unsecured and accrue at the same rate and time as accruals under the RAP and 401(k) Plan and incur gains and losses based on notional investment preferences specified by participants among various investment options. All participants in the SERP are fully vested in their SERP account. Distributions from the SERP are generally made in accordance with elections made by the participants.
Flynn SERP. The Committee adopted a Supplemental Executive Retirement Plan for Philip B. Flynn effective January 1, 2012. Under Mr. Flynn’s SERP, Mr. Flynn retains any and all accrued benefits under the SERP provisions of his expired employment agreement and receives accruals to his SERP account in an amount equal to a percentage of his annual cash base salary and cash incentive, less the amount of the IRS annual compensation limit. This percentage is initially set at 12.5%, although the Committee may decrease or increase this percentage at its discretion, subject to a maximum percentage of 20%. For 2019, the accrual percentage was 12.5%. Accruals based on Mr. Flynn’s base salary accrue on the last day of each payroll period, and accruals based on any

43



cash incentives paid to Mr. Flynn will accrue on the date any such cash incentive is paid. All accruals in Mr. Flynn’s SERP account are unsecured and are fully vested on the date of such accrual and incur gains and losses based on investment preferences specified by Mr. Flynn among various notional investment options. Distributions from Mr. Flynn’s SERP are generally made upon the earlier of his death or at various dates specified by Mr. Flynn prior to the beginning of any plan year.
Perquisites
Limited perquisites provided to NEOs in 2019 included executive physical examinations, which the Committee believes are valuable to Associated by helping to ensure the health and well-being of participants; financial planning services, which are intended to permit the NEOs to focus as much of their time and attention as possible on their responsibilities as executive officers; and the payment of social and similar clubs dues to give the NEOs access to social and similar clubs for business purposes. NEOs are required to pay any other costs attributable to their personal use of social and similar clubs. The NEOs participated in certain other company-subsidized benefits that were also available to all eligible and/or participating colleagues.
Employment and Post-Termination Arrangements with Executive Officers
Each of the NEOs, including the CEO, is currently employed on an “at-will” basis and none of them is party to an employment agreement with Associated. Associated does not generally enter into agreements with executives before or during their employment with respect to any post-termination benefits, nor does Associated guarantee any executive a severance benefit. The Committee believes that each executive officer separation situation should be evaluated on a case-by-case basis. This arrangement provides the Committee with maximum flexibility to determine mutually beneficial arrangements for both Associated and its executive officers in the event of a separation. Any severance paid to a former executive will generally be paid pursuant to the Associated Banc-Corp Severance Pay Plan, a fully discretionary severance plan for management colleagues that limits the Committee’s award of a severance benefit to a maximum of 200% of a former colleague’s annual base salary.
Change of Control Agreements
Recognizing certain trends in change in control agreements, the Committee concluded that it would replace the Change of Control Plan with more updated Change of Control Agreements in 2018 that cover each of the NEOs and certain other executives. The payments and benefits provided under the Agreements are similar in structure and amount to the previous plan, maintain a “double trigger” and are not payable upon (1) a termination of an executive’s employment for “Cause” or a resignation by an executive without “Good Reason” or (2) any termination of an executive’s employment prior to a “Change of Control” (each as defined in the Agreements). These Agreements are summarized in the “Potential Payments Upon Termination or Change of Control” section beginning on page 50.
COMPENSATION DECISIONS FOR 2020
The Committee continues to review and make changes to the design of Associated’s executive compensation program to ensure continued achievement of performance goals and objectives of the Company and create further value for our shareholders.
As described on page 33, feedback from shareholder advisory services has prompted the Committee to make minor modifications to the 2020-2022 Long-Term Incentive Performance Plan (LTIPP). Metrics for the 2020-2022 plan, EPS and relative TSR, remain as the selected metrics because the Committee believes those metrics are the most closely aligned to the creation of shareholder value. Associated will continue to use an additive model for the LTIPP which will provide equal weighting between each metric and a threshold of 25% relative TSR will also remain in place with no payout for that metric below threshold. The EPS maximum and minimum range is plus or minus 20% of target. Achievement below the 20% minimum will result in no payout for the EPS metric. The payout range for the 2020-2022 LTIPP will range from 0% to 150%, similar to the 2019-2021 LTIPP. To align with more common market practice, relative TSR will be calculated using a 30-day share price averaging as opposed to a quarterly share price averaging used in previous plans.
In addition, the deferred stock program was expanded to include time-based restricted stock to provide further personal financial management tools for executive officers. The Committee feels this modification provides closer alignment to actual shareholder value results and strengthens the overall alignment between executive compensation and shareholder interests.



44



POLICIES
Accounting and Tax Considerations
Associated desires to maximize the return to its shareholders, as well as meet the objectives of the executive compensation program outlined above. As part of balancing these objectives, management (particularly the CEO and the Chief Human Resources Officer) considers the accounting and tax treatment to Associated and, to a lesser extent, the tax treatment to the executive, when making compensation decisions. FASB Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” requires all share-based payments to colleagues to reflect the fair value on the date of grant and to be expensed over the applicable vesting period.
Clawback of Compensation
Since 2013, the Committee approved and Associated has had in place, a Clawback Policy that requires any members of the Executive Committee of Associated to repay or return cash incentives and equity awards granted through a performance incentive plan in the event that Associated issues a material restatement of its financial statements due to material noncompliance with securities laws where the restatement was caused by the colleague’s intentional misconduct, or if Associated incorrectly calculated without misconduct the performance results of the applicable plans. Where Associated is required to restate any of its financial statements as defined above, Associated shall recover amounts in excess of the cash incentives and equity awards payable under Associated’s restated financial statements from the above identified colleagues who received the excess cash incentives and/or equity awards. The Clawback Policy applies to Associated’s Management Incentive Plan beginning with the 2013 performance period and to performance incentive plan equity awards beginning with grants made in 2013. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has issued proposed rules relating to specific clawback requirements. However, the SEC and NYSE have not yet issued final rules relating to clawback requirements. Management will continue to monitor the rule-making process with respect to any revisions that may be required to comply with new regulations.
Anti-Pledging and Anti-Hedging Policy
Associated’s Insider Trading Policy prohibits executive officers and directors from engaging in hedging transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) with respect to Common Stock and from pledging Associated Common Stock as collateral for loans, with the exception, for directors only, of pledges already in place when the prohibition on pledging was adopted in 2012.
Security Ownership Guidelines for Executive Officers
Associated has adopted stock ownership guidelines which are applicable to the NEOs, other members of the Executive Committee and other key executives identified by the CEO. The executive stock ownership guidelines are described under “Stock Ownership - Stock Ownership Guidelines for Executive Officers and Directors” on page 12.
COMPENSATION AND BENEFITS COMMITTEE REPORT
The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing.
THE COMPENSATION AND BENEFITS COMMITTEE

Richard T. Lommen, Chairman
John F. Bergstrom
Eileen A. Kamerick
Gale E. Klappa
Karen T. van Lith

45



SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)(1)
Option Awards ($)(1)
Non-Equity Incentive Plan Compensation ($)(2)
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3)
All Other Compensation ($)(4)
Total
($)(5)
Philip B. Flynn
President and CEO
2019
$
1,250,000

$0
$
1,968,728

$
656,248

$
977,705

$
12,217

$
275,399

$
5,140,297

2018
$
1,250,000

$0
$
1,874,986

$
624,996

$
1,161,170

$
11,218

$
250,472

$
5,172,842

2017
$
1,250,000

$0
$
1,874,981

$
624,999

$
784,574

$
10,416

$
232,772

$
4,777,742

Christopher J. Del Moral-Niles
Executive Vice President,
Chief Financial Officer
2019
$
505,000

$0
$
454,484

$
151,497

$
455,000

$
12,119

$
39,520

$
1,617,620

2018
$
504,000

$0
$
454,469

$
151,498

$
540,000

$
11,136

$
36,620

$
1,697,723

2017
$
492,167

$0
$
443,696

$
147,900

$
375,000

$
10,347

$
35,165

$
1,504,275

John A. Utz
Executive Vice President,
Head of Corporate Banking and Milwaukee Market President
2019
$
434,167

$0
$
391,514

$
130,499

$
445,000

$
12,217

$
61,225

$
1,474,622

2018
$
425,000

$0
$
382,471

$
127,496

$
530,000

$
11,218

$
56,716

$
1,532,901

2017
$
425,000

$0
$
382,486

$
127,497

$
350,000

$
10,416

$
48,436

$
1,343,835

Randall J. Erickson
Executive Vice President,
General Counsel & Corporate Secretary
2019
$
460,000

$0
$
344,985

$
114,998

$
345,000

$
11,191

$
56,518

$
1,332,692

2018
$
460,000

$0
$
413,972

$
137,999

$
410,000

$
10,358

$
57,254

$
1,489,583

2017
$
460,000

$0
$
413,986

$
137,998

$
275,000

$
9,688

$
53,329

$
1,350,001

David L. Stein
Executive Vice President,
Head of Consumer & Business Banking
2019
$
395,000

$0
$
296,233

$
98,748

$
300,000

$
15,509

$
56,085

$
1,161,575

2018
$
395,000

$0
$
296,238

$
98,748

$
340,000

$
14,316

$
50,095

$
1,194,397

2017
$
395,000

$0
$
296,226

$
98,746

$
225,000

$
13,343

$
47,511

$
1,075,826

(1)
Stock and Option Awards reflect the aggregate grant date fair value of awards with the grant date fair value for performance-based RSUs calculated at the target level. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2019 Form 10-K. The grant date fair value of the 2019 performance based RSU awards at the maximum level is $1,968,728, $454,484, $391,514, $344,985, and $296,233 for Mr. Flynn, Mr. Del Moral-Niles, Mr. Utz, Mr. Erickson and Mr. Stein, respectively.
(2)
Amounts reported in this column reflect incentive awards provided under the “Management Incentive Plan,” described in the “Annual Total Compensation - Annual Incentive Award” section beginning on page 37.
(3)
Reflects the change in present value of the Retirement Account Plan (“RAP”). Further details regarding the RAP can be found in the “Retirement Plans” section beginning on page 43 and in the Pension Benefits in 2019 table on page 49.
(4)
Amounts in All Other Compensation for 2019 include the following:
Employer match on each participating NEO’s 2019 contributions to the 401(k) Plan;
2019 employer contributions to the SERP for each of the NEOs. Additional details regarding the SERP can be found in the “Retirement Plans” section beginning on page 43 and in the Nonqualified Deferred Compensation in 2019 table on page 49;
Employer payment of financial planning services;
Employer payment of social and similar club dues for Messrs. Utz, Erickson and Stein and a corporate club membership for which Mr. Erickson is the named member; and
Employer payment of executive physicals for Mr. Flynn and Mr. Stein.
Name
401(k) Match
SERP Contribution
Financial Planning Services
Social and Similar Club Dues
Executive Physicals
Philip B.Flynn
$14,000
$244,624
$13,275
$3,500
Christopher J. Del Moral-Niles
$14,000
$25,520
John A. Utz
$14,000
$29,140
$13,275
$4,810
Randall J. Erickson
$14,000
$26,855
$13,275
$2,388
David L. Stein
$14,000
$23,120
$13,275
$2,090
$3,600

(5)
For a description of the elements of executive compensation and the various factors affecting compensation levels, please see the “Executive Compensation - Compensation Discussion and Analysis” section beginning on page 30.




46



GRANTS OF PLAN-BASED AWARDS DURING 2019
 
 
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
All Other Stock Awards: Number of Shares of Stock
(#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Value of Stock and Option Awards
($)(3)
Name
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Philip B. Flynn
2/5/2019
169,857
22.01
$
656,248

2/5/2019
29,816
656,250

2/5/2019
59,631
89,446
1,312,478

 
 
1,161,170
1,393,404

Christopher J.
Del Moral-Niles
2/5/2019
39,212
22.01
$
151,497

2/5/2019
6,883
151,495

2/5/2019
13,766
20,649
302,990

 
 
540,000
648,000

John A. Utz
2/5/2019
33,777
22.01
$
130,499

2/5/2019
5,930
130,519

2/5/2019
11,858
17,787
260,995

 
 
530,000
636,000

Randall J. Erickson
2/5/2019
29,765
22.01
$
114,998

2/5/2019
5,225
115,002

2/5/2019
10,449
15,673
229,982

 
 
410,000
492,000

David L. Stein
2/5/2019
25,559
22.01
$
98,748

2/5/2019
4,486
98,737

2/5/2019
8,973
13,459
197,496

 
 
340,000
408,000

(1)
Reflects annual incentive opportunities under the 2019 MIP. Amounts shown in the target column are equal to the amounts paid under the MIP for 2019 which served as the base amounts used by the Committee for determining the annual incentive payments under the 2019 MIP. Amounts shown in the maximum column are equal to the maximum MIP opportunity which include a limited positive discretion of up to 20% for individual performance and no cap on negative adjustments. The 2019 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan, other than the $3 million annual individual limitation on cash awards under the terms of the 2017 Plan, the plan under which the 2019 MIP is administered. See “Annual Total Compensation - Annual Incentive Award” beginning on page 37 for additional details.
(2)
Reflects performance-based RSU grants made to the NEOs under the 2019 LTIPP. The threshold and maximum amounts represent the 0% and 150% limits within the LTIPP. See “Long-Term Incentive Compensation” beginning on page 40 for additional details.
(3)
See “Policies - Accounting and Tax Considerations” on page 45. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Associated’s 2019 Form 10-K.

47



OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019
 
Option Awards
 
Stock Awards
Name
Number of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
Option Exercise Price ($)
Option Expiration Date
 
Number of Shares or Units of Stock Held that Have Not Vested (#)
Market Value of Shares or Units of Stock Held That Have Not Vested ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not ($) Vested
 
(1)
(1)
 
(1)
 
 
(2)
(3)
(2)
 
 
 
 
 
 
 
 
 
 
Philip B. Flynn
139,747
$14.02
1/22/2023
 
8,990 (4)
$198,140
241,169
$5,315,365
 
161,369
$17.02
1/27/2024
 
12,401 (5)
$273,318
 
50,656
$17.67
3/17/2024
 
19,330 (6)
$426,033
 
211,236
$17.24
2/2/2025
 
37,729 (7)
$831,547
 
140,203
46,735
$17.38
2/1/2026
 
 
59,964
59,965
$25.20
2/6/2027
 
 
35,317
105,951
$24.25
2/6/2028
 
 
169,857
$22.01
2/5/2029
 
 
 
 
 
 
 
 
 
 
 
Christopher J.
32,504
10,835
$17.38
2/1/2026
 
2,085 (4)
$45,953
56,997
$1,256,214
Del Moral-Niles
14,190
14,190
$25.20
2/6/2027
 
2,935 (5)
$64,687
 
8,560
25,683
$24.25
2/6/2028
 
4,686 (6)
$103,279
 
39,212
$22.01
2/5/2029
 
10,563 (7)
$232,809
 
 
 
 
 
 
 
 
 
 
John A. Utz
2,000
$12.97
1/23/2022
 
1,834 (4)
$40,421
48,737
$1,074,163
 
12,659
$14.02
1/22/2023
 
2,530 (5)
$55,761