DEF 14A of Associated Banc-Corp, Mar 18, 2024

DEF 14A of Associated Banc-Corp

Filed Mar 18, 2024 · FY20230000007789-24-000031

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The 11 nominees who receive 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 and Social Responsibility 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.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each director elected at the Annual Meeting will serve for a one-year term expiring at the 2025 Annual Meeting and 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 and Social Responsibility Committee’s conclusion that such nominee should serve as a director. The 11 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 and Social Responsibility Committee is required to make a recommendation to the Board as to whether to accept any such 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. Associated retained an outside consultant in its search for director candidates. Mr. Jones-Tyson was recommended to the consultant by a current member of the Board, and was added to a list of potential candidates provided by the consultant to the Corporate Governance and Social Responsibility Committee for consideration. Other than as noted, the information presented below is as of March 7, 2024.

  3. ELECTION OF DIRECTORS

    | NOMINEES FOR ELECTION TO OUR BOARD |

  4. ELECTION OF DIRECTORS

    | R. Jay Gerken | | | Director since 2014 Age: 72 | Mr. Gerken is a director of 17 mutual funds with approximately $25 billion in assets associated with Sanford C. Bernstein Fund, Inc., the 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, member of the Audit Committee and 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. |

  5. ELECTION OF DIRECTORS

    | Judith P. Greffin | | | Director since 2017 Age: 63 | Ms. Greffin served as Executive Vice President and Chief Investment Officer at the Allstate Corporation (NYSE: ALL) from 2008-2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990-2008. 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 Medical Group, which is part of Northwestern Memorial Healthcare, where she serves as chair of the investment committee and as a member of the audit committee, the Field Museum of Natural History, and DePaul University, where she serves as the chair of the investment committee. She also serves as chair of the board of Growing Community Media and is a member of the Miami University Foundation board of trustees where she serves as the chair of the investment committee. 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. | | Michael J. Haddad | | | Director since 2019 Age: 57 | 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 the Green Bay Packers, Inc. and the Board of Directors of the John and Ingrid Meng Family Foundation. He also served as the Chairman of the Innovation Center for US Dairy from 2018 to 2023. He also serves as chair of the 2025 NFL Draft Green Bay Host Committee. Mr. Haddad’s qualifications to serve as a director of Associated and member of the Audit Committee and of the Trust Committee include his extensive experience as a CEO and board member of a large global food company with annual revenues over $7 billion, and his long-standing familiarity with the markets in which Associated is headquartered and serves. Mr. Haddad also meets the requirements of an audit committee financial expert. | | Andrew J. Harmening | | | Director since 2021 Age: 54 | Mr. Harmening joined Associated Banc-Corp as President and Chief Executive Officer in April 2021. Mr. Harmening has more than 25 years of industry experience. Prior to joining Associated, Mr. Harmening served as senior executive vice president, consumer and business banking director for Huntington Bank from 2017 to 2021. Mr. Harmening serves on the board of the Boys and Girls Club of Greater Milwaukee and the Board of Trustees for Northwestern Mutual. Mr. Harmening also serves on the board of directors of the Metropolitan Milwaukee Association of Commerce (MMAC). Mr. Harmening’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 senior management experience at large financial institutions. |

  6. ELECTION OF DIRECTORS

    | Robert A. Jeffe | | | Director since 2011 Age: 73 | Mr. Jeffe is a Senior Operating Partner at BlackWatch, which provides strategic and financial advisory services to growth stage companies focused in the fintech and cleantech industries. Mr. Jeffe has more than 35 years of investment banking experience, principally with Morgan Stanley, where he served as Managing Director, Head of Global Energy and Natural Resources Group, Co-Head of Corporate Finance and a member of the Investment Banking Management Committee. Mr. Jeffe also served as Senior Vice President of Corporate Business Development at General Electric Company from December 2001 to November 2004, and as a member of the Board of Directors of GE Capital from January 2002 to June 2004. In addition, Mr. Jeffe has served as a Board member for several energy and cleantech companies, including as Chairman and Co-Founder of Hawkwood Energy, a private oil and gas company based in Denver. He also served as Chairman of OAG Analytics, Inc., a data analytics and machine learning company for the oil and gas industry, from December 2017 to January 2021. Mr. Jeffe’s qualifications to serve as a director of Associated and Chair of the Audit Committee and a member of 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. | | Rodney Jones-Tyson | | | Director Nominee Age: 55 | Mr. Jones-Tyson is the Global Chief Human Resources Officer of Baird Financial Group, a privately held, employee-owned financial services company. Prior to this position, Mr. Jones-Tyson held several other key positions at Baird including Chief Risk Officer from 2018 to 2021, Chief Operating Officer, Global Investment Banking from 2011 to 2018. Since 2022, Mr. Jones-Tyson has served as a member of the Board of Trustees of Investors Real Estate Trust, d/b/a, Centerspace (NYSE: CSR) where he serves as chair of the Compensation Committee. Mr. Jones-Tyson received his MBA from the University of Chicago Booth School of Business and earned a Bachelor’s degree in Finance from the University of Maryland College Park. Mr. Jones-Tyson’s qualifications to serve as a director of Associated include his background in human resources, and his over 30 years of experience working for global financial services companies. Mr. Jones-Tyson brings a strong background with extensive leadership roles at a large financial services company. He also meets the requirements of an audit committee financial expert. |

  7. ELECTION OF DIRECTORS

    | Eileen A. Kamerick | | | Director since 2007 Age: 65 | Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Ms. Kamerick has served as Chief Financial Officer at several leading companies, Houlihan Lokey, Heidrick & Struggles International, Inc., Leo Burnett, and BP Amoco Americas. She also currently serves as an independent director for VALIC Company I, is the lead independent director of 18 closed-end mutual funds in the Legg Mason mutual fund complex, and serves as independent director for ACV Auctions (NASDAQ:ACVA). where she serves as chair of the audit committee. She served on the board of directors of Hochschild Mining, plc from November 2016 to June 2023 and was a trustee for the 24 AIG and Anchor Trust Funds from January 2018 until December 2021. Ms. Kamerick has formal training in law, finance, and accounting. Ms. Kamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance and Social Responsibility 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. In addition, Ms. Kamerick has earned the CERT, Certificate in Cybersecurity Oversight. In 2022, Ms. Kamerick attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick was also recognized as an NACD Directorship 100 honoree. 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 | | | Director since 2016 Age: 73 | 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 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 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 is co-chair of the Milwaukee 7, a regional economic development initiative. He is also an officer 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 as a director of Badger Meter Inc. (NYSE: BMI) from April 2010 until April 2023 and as independent lead director from April 2020 to April 2023, and served as a director of Joy Global Inc. from 2006 until the company was acquired in 2017. Mr. Klappa’s qualifications to serve as a director of Associated, Chair of the Compensation and Benefits Committee, and member of the Corporate Governance and Social Responsibility Committee include his more than 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. |

  8. ELECTION OF DIRECTORS

    | Cory L. Nettles | | | Director since 2013 Age: 54 | 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, American Family Mutual Insurance Holding Company, 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, Chair of the Enterprise Risk Committee and member of the Corporate Governance and Social Responsibility Committee and Corporate Development Committee include his strong business background and legal experience. | | Karen T. van Lith | | | Director since 2004 Age: 64 | Ms. van Lith is founder and CEO of APEL Worldwide, LLC, an eCommerce investor. Prior to 2019, Ms. van Lith provided leadership for technology companies requiring transformative change. She served as Chief Executive Officer and a director of MakeMusic, Inc., a publicly held technology solutions company and as President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems. Ms. van Lith’s board experience includes serving as a director of E.A. Sween, a privately held company doing business as Deli Express, from August 2012 to December 2019, 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, as well as having earned NACD Director Certification. Ms. van Lith provides the board with a strong understanding of accounting and experience in financial roles of large publicly held companies. 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 | | | Director since 2011 Age: 72 | Mr. Williams is Chairman of the Board. He joined the Board of Directors in July 2011 following a 37-year career in banking. 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. Mr. Williams’ qualifications to serve as Chairman of Associated include his vast experience in the banking industry, as well as having earned NACD Director Certification, his status as a NACD Board Leadership Fellow and having earned a NACD Certificate in Cybersecurity Oversight. In 2023, Mr. Williams was recognized as an NACD Directorship 100 honoree. Although Mr. Williams is not currently serving on Associated’s Audit Committee, Mr. Williams also meets the requirements of an audit committee financial expert. |

  9. ELECTION OF DIRECTORS

    | DIRECTOR QUALIFICATIONS |

  10. ELECTION OF DIRECTORS

    Directors are responsible for overseeing Associated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with a variety of 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 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 and Social Responsibility 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 and Social Responsibility 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 and Social Responsibility Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance and Social Responsibility 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 and Social Responsibility 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 diversity 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 and Social Responsibility Committee believe that, individually and as a whole Board, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to Associated’s management.

  11. ELECTION OF DIRECTORS

    | BOARD DIVERSITY |

  12. ELECTION OF DIRECTORS

    The Corporate Governance and Social Responsibility Committee considers attributes of diversity as outlined in the Corporate Governance and Social Responsibility 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 and Social Responsibility Committee Charter outlines desired diversity characteristics for Board member experience and competencies. The Corporate Governance and Social Responsibility Committee believes that Associated’s interests are best 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 Corporate Governance and Social Responsibility Committee has adopted the following diversity principles and characteristics for consideration in performing its director nomination duties: •The number of directors should be maintained at 10 to 14 persons with the flexibility to expand, if required, to support acquisitions or mergers. •Racial, ethnic, and gender diversity. •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. •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 and Social Responsibility 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 and Social Responsibility Committee believes that Associated has effectively implemented these principles.

  13. ELECTION OF DIRECTORS

    | BOARD SELF-ASSESSMENT PROCESS |

  14. ELECTION OF DIRECTORS

    Associated’s Board undergoes an internal self-assessment process on an annual basis. The internal process consists of interviews with individual directors, led by the Chairman of the Board, intended to solicit feedback on a wide variety of matters as a means of identifying strengths, weaknesses, areas or interest or concern, and opportunities for improvement. Interview topics include, among others, positive aspects of Board operation; areas for improvement; director skill sets, size and age limitation policy; committee effectiveness; tools for providing directors with important information about Associated; and the Board’s engagement with management. The feedback gathered from these interviews is compiled and reported to the full Board for review, discussion and action as appropriate. In addition, it is the Board’s intention to participate in a full self-assessment process conducted by an outside advisory service approximately every three years. In 2022, a self-assessment process was conducted through an engagement with the National Association of Corporate Directors (NACD). The advisor-led self-assessment process was designed to provide a comprehensive review of the competencies and overall effectiveness of the Board and to help align priorities, with a focus on five core areas: Board composition; talent oversight and CEO succession; Board processes and operations; strategy oversight; and risk management. The process included tailored interviews with individual directors. At the conclusion of the evaluation process, an NACD faculty member met with the Board to discuss recommendations and conducted a presentation on best practices in corporate governance related to key findings of the evaluation.

  15. ELECTION OF DIRECTORS

    | DIRECTOR SKILLS AND EXPERIENCE MATRIX |

  16. ELECTION OF DIRECTORS

    The following matrix provides information about Associated’s director nominees, including certain types of knowledge, skills, experience and other attributes possessed by one or more of them which the Board believes are relevant to Associated’s business and industry. While all of the areas listed on the matrix are relevant to Associated, the Board considers certain areas to be of particular importance, including: •Information Technology/Cyber Security, which is necessary for the Board’s ongoing direction and oversight of Associated’s management of this continuously emerging area of risk; •Human Capital, because of the importance to Associated of attracting and retaining a diverse, committed team of colleagues to serve our customers and support our communities; •Risk Management, which is critical to protecting Associated’s customers, maintaining its reputation and preserving its value; and •Corporate Governance, because sound governance is essential for increasing shareholder value through enhancing corporate performance and accountability, while taking into account other Associated stakeholders. The matrix does not capture all of the knowledge, skills, experiences or attributes possessed by the director nominees, and the Board believes that each director nominee has the ability to contribute to the decision-making process in every area listed. The Board recommends that shareholders vote “FOR” the election of each of the Board’s nominees.

  17. ELECTION OF DIRECTORS

    | AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE |

  18. ELECTION OF DIRECTORS

    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 2023, under the corporate governance rules of the NYSE. The Board has determined that all such directors are independent under the NYSE corporate governance rules, except for Mr. Harmening, President and Chief Executive Officer (“CEO”) of Associated. Mr. Harmening is not independent because he serves as an executive officer of Associated, and not because of any other transactions or relationships.

  19. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  20. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | BOARD COMMITTEES AND MEETING ATTENDANCE |

  21. INFORMATION ABOUT THE BOARD OF DIRECTORS

    The Board held five meetings during 2023. During 2023, each director who was a director for all of 2023 attended at least 75% of the Board meetings held, and 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 2023. 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.” Associated will describe on its 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 2023 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 15, 2024 and the number of meetings held by each committee during 2023.

  22. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | Name | Audit | Compensation and Benefits | Corporate Development | Corporate Governance and Social Responsibility | Enterprise Risk | Trust | | R. Jay Gerken(1) | √ | | | | √ | | | Judith P. Greffin | | | | | √ | √ | | Michael J. Haddad(1) | √ | | | | | √ | | Andrew J. Harmening* | | | chair | | | | | Robert A. Jeffe(1) | chair | | √ | | √ | | | Eileen A. Kamerick(1) | | √ | √ | chair | | | | Gale E. Klappa(1) | | chair | | √ | | | | Cory L. Nettles | | | √ | √ | chair | | | Karen T. van Lith(1) | | √ | | | | chair | | John (Jay) B. Williams(1)(2) | | | √ | | | | | Number of Meetings | 9 | 6 | 0 | 4 | 10 | 4 |

  23. INFORMATION ABOUT THE BOARD OF DIRECTORS

    * 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. Williams may attend meetings of any Board committee.

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | EXECUTIVE SUMMARY | 26 | | OVERVIEW OF COMPENSATION PRINCIPLES | 29 | | EXECUTIVE COMPENSATION FOR 2023 | 30 | | BASE SALARY | 31 | | SHORT-TERM INCENTIVE COMPENSATION | 31 | | LONG-TERM INCENTIVE COMPENSATION | 33 | | RISK MITIGATION POLICIES | 36 | | OTHER BENEFIT PROGRAMS | 37 | | COMPENSATION GOVERNANCE | 38 |

  25. Highlights of Executive Compensation Practices

    | What we do: | | What we don't do: | | | | Pay for performance by having a significant portion of executives’ compensation tied to Company performance and weighted toward the long term. | X | Have excess perquisites (we limit perquisites to include only executive physicals, financial planning services, relocation benefits and access to clubs for business purposes). | | | Use 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 benefits. | | | Use robust incentive plan governance that is reviewed by internal key experts, the Committee and by an independent third party as needed. | X | Pay dividend equivalents before the end of the performance period on unvested performance-based stock awards. Dividends are calculated based on the number of shares earned at vesting. | | | Retain an independent compensation consultant selected by the Committee for executive pay consultation. | X | Allow hedging or pledging of Company securities by executive officers, colleagues or directors. | | | Require a double trigger for vesting of equity awards and severance payments upon a change of control. | X | Have employment agreements with our NEOs. | | | Have a robust and compliant policy to clawback erroneously awarded compensation from current and former executive officers in the event of a financial restatement. | X | Reprice stock options or Stock Appreciation Rights (SARs) without shareholder approval. | | | Hold an annual say-on-pay vote to solicit regular feedback from shareholders on our executive compensation program. | | | | | Hold proactive shareholder engagement meetings to solicit input on our pay program. | | | | | Require stock ownership by executive officers based on a requirement to hold 100% of shares until the applicable share ownership guideline is met. | | |

  26. Peer Group

    Peer Group Each year, the Committee, with the input of our compensation consultant, reviews and assesses the peer group. After a comprehensive review, the Committee approved the 2023 peer group, which consisted of 21 bank holding companies that the Committee and compensation consultant believe are appropriate for comparison purposes in terms of size (based on total assets) and business composition (engaged in lines of business similar to Associated). Our peer group selection process considers the following: •Regional banks generally with asset size between 0.5x to 2.0x of Associated’s assets; •An overall comparison of company structure and services; and •How frequently the banks were selected as peers by other banks. For 2023, based on the advice of our compensation consultant, the Committee refined the peer group by removing two companies that exceeded the asset size criteria (East West Bancorp, Inc. and Zions Bancorporation) and two other companies that were acquired (First Midwest Bancorp and Sterling Bancorp). Four new peers were added considering their respective sizes and business model similarities to Associated (Bank OZK, Simmons First National Corporation, Texas Capital Bancshares, Inc. and United Bankshares, Inc.). Overall, the companies included in the 2023 peer group ranged in asset size from approximately $17.6 billion to approximately $57.3 billion. The median asset size of the companies in the peer group was approximately $36.5 billion, compared to Associated’s assets of $35.1 billion. The 2023 peer group companies were:

  27. Peer Group

    | 2023 Peer Group | | | | Bank OZK | Hancock Whitney Corp | Trustmark Corporation | | BankUnited, Inc. | Old National Bancorp | UMB Financial Corporation | | BOK Financial Corporation | Pinnacle Financial Partners, Inc. | Umpqua Holdings Corporation | | Commerce Bancshares, Inc. | Prosperity Bancshares | United Bankshares, Inc. | | Cullen/Frost Bankers, Inc. | Simmons First National Corporation | Valley National Bancorp | | F.N.B. Corporation | Synovus Financial Corporation | Webster Financial Corporation | | Fulton Financial Corporation | Texas Capital Bankshares, Inc. | Wintrust Financial Corporation |

  28. Peer Group

    While the peer group is a key point of comparison in the total compensation strategy, the Committee also took into account broader banking and financial services industry survey data as part of its compensation determinations to provide additional market context. The compensation consultant analyzed compensation data from the McLagan and Willis Towers Watson executive financial services surveys, each of which included members of Associated’s peer group, and peer company public filings. In analyzing the data, the compensation consultant advised that the additional comparisons, beyond the peer group, provided a broader perspective from which to appropriately compare compensation.

  29. Peer Group

    | EXECUTIVE COMPENSATION FOR 2023 |

  30. Peer Group

    The Committee monitors the total compensation of the CEO and other ELT members against Associated’s pay philosophy and leverages research by the compensation consultant in determining appropriate levels of compensation. The Committee uses input from the CEO in setting the compensation of the ELT members and his assessment of executive performance against financial and budgetary goal achievement, significant business line project and objective success, and other individual performance objectives in determining pay outcomes. Total compensation packages for the CEO and other NEOs are composed of both fixed and variable (which are primarily performance-based) components and include short- and long-term compensation. In making compensation-related decisions, the Committee considered information that compared each executive’s base salary and total compensation to the 25th, 50th and 75th percentiles of these market reference points against the peer group. For 2023, both short- and long-term incentive target opportunities continued to be set at a consistent percentage of base salary considering the market median for each NEO. The approach aligns with market practice and enhances pay-for-performance outcomes. The Committee’s objective is to deliver the majority of executive compensation through variable pay opportunities that are based on Associated’s performance. For 2023, variable elements continued to constitute the majority of the CEO’s and each NEO’s total compensation, with long-term, equity-based incentives representing the majority of the variable component of compensation. This pay mix provides a direct link between executive compensation and shareholder value, fosters equity ownership among the ELT, and provides a balanced risk profile, all in keeping with the Committee’s objectives for the Company’s executive compensation program. The table below contains specific information regarding the components of each NEO’s 2023 total compensation.

  31. 2023 Executive Compensation

    | | Base Salary $ | Short-Term Incentive Target % | Short-Term Incentive Target $ | Long-Term Incentive Target % | Long-Term Incentive Target $ | Total Target Direct Compensation | | Andrew J. Harmening | $1,030,000 | 150% | $1,545,000 | 250% | $2,575,000 | $5,150,000 | | Derek S. Meyer | $490,000 | 75% | $367,500 | 110% | $539,000 | $1,396,500 | | John A. Utz | $490,000 | 75% | $367,500 | 110% | $539,000 | $1,396,500 | | Randall J. Erickson | $480,000 | 70% | $336,000 | 100% | $480,000 | $1,296,000 | | David L. Stein | $435,000 | 75% | $326,250 | 110% | $478,500 | $1,239,750 |

  32. 2023 CEO Annual Total Target Direct Compensation

    | SHORT-TERM INCENTIVE COMPENSATION |

  33. Short-Term Incentive Award

    Short-Term Incentive Award Our annual incentive program, referred to as the Management Incentive Plan (MIP), was established to pay incentive compensation, other than sales incentives, and is funded based on the success of the Company. It focuses on and rewards the ELT for performance on key annual measures. Each year, the Committee establishes performance criteria and target performance levels to determine the target pool available under the MIP for eligible colleagues as set forth under the terms of the shareholder approved 2020 Incentive Compensation Plan. The total pool amount is determined based on Associated’s achievement of objective financial metrics selected by the Committee. For 2023, the Committee decided to maintain the same MIP metrics and weightings as in 2022 as they continue to reflect the current business priorities and are viewed as an effective way to gauge the success of the Company in achieving its strategic vision. All three metrics are critical to the success of the Company and align with creating value for shareholders, reinforcing the priorities of income growth and expense management. The MIP metrics are summarized in the following table.

  34. Short-Term Incentive Award

    | METRIC | 2023 WEIGHT | RATIONALE | METRIC DEFINITION | | Net Income After Tax (NIAT) | 40% | Focuses on bottom-line growth. | Represents profit after most expenses (e.g., business costs, provision for loan losses, taxes) have been deducted from revenue. NIAT is a GAAP measure included in the Company’s Annual Report on Form 10-K Income Statement. | | Revenue Before Long-Term Credit Charge (Revenue Before LTCC) | 30% | Directly aligns with strategic initiatives to grow the Company. | Consists of Net Interest Income plus Noninterest Income generated by Associated which can be found in the Income Statement. | | Operating Leverage | 30% | Measures efficiency aimed at achieving revenue growth faster than expenses, encouraging a balanced focus on growth, not just expense reduction. | Year-over-year percentage change in total Revenue Before LTCC minus the percentage change in total Noninterest Expense. A positive ratio shows that revenue is growing faster than expenses. A negative ratio indicates that expenses are accumulating faster than revenue. |

  35. 2023 MIP Overview

    2023 MIP Overview During 2023, regional banks experienced a challenging year as the industry was tested by broader macroeconomic uncertainties, including increasing interest rates and bank failures that were unanticipated and affected the Company’s financial results. Our executive team attacked these challenges head on and continued to execute on our people-led, digitally enabled strategic plan ending the year with several positive results, as summarized in our Letter to Shareholders and outlined below: •Addressed immediate risk of market disruption by bolstering our liquidity profile; •End of period loans, inclusive of the $969 million residential mortgage loan sale associated with the announced balance sheet repositioning, increased 1%. Adjusted loan growth(1), excluding the residential loan sale, increased 5% in 2023; •End of period deposits increased 13% from 2022. Total deposits increased 4% in the second half of 2023 with core customer deposits (1) up 3% during this same timeframe; •Introduced “Champion of You” brand campaign (19% increase in new consumer households and 7% lower attrition of existing customers from 4Q 2022 to 4Q 2023); •Completed 11 major customer-facing upgrades to our digital platform since the initial launch in the Fall of 2022; and •Finalized significant balance sheet repositioning in Q4 to accelerate our organic strategy. (1) For more information regarding the calculation of non-GAAP financial measures included in this section, please refer to the section titled “Reconciliation of non-GAAP Financial Measures” included in Appendix A to this Proxy Statement.

  36. 2023 MIP Payout

    2023 MIP Payout In consideration of the unexpected market events that resulted in a perceived instability of regional banks, and to reward management for their leadership and accomplishments during this challenging time, the Committee approved certain adjustments for payment calculation purposes. Those adjustments excluded the impact of our balance sheet repositioning, which was executed to enhance liquidity and support a changing operating model, and certain FDIC assessments related to the bank failures:

  37. 2023 MIP Payout

    | Description | Brief Rationale | | Balance Sheet Restructuring | Excluded loss associated with the strategic balance sheet repositioning to change the operating model set in place prior to the current leadership team which consisted of a significant sale of residential real estate mortgages and investment securities to improve future performance. | | FDIC Assessment | Excluded FDIC special assessment related to losses incurred due to bank failures in the first quarter of 2023 and an unanticipated material increase in the ongoing assessment. |

  38. 2023 MIP Payout

    After adjusting for these occurrences, achievement under the 2023 MIP was funded at 67% of target. Without the adjustments, the year-end performance calculation for the 2023 MIP using full-year actual performance would have been below threshold performance under the plan. Accordingly, the calculated payout would have been zero. The actual and adjusted results for the respective plan metrics are as follows:

  39. 2023 MIP Results (Actual and Adjusted)

    2023 MIP Results (Actual and Adjusted) The below chart depicts 2023 MIP achievement using the full year adjusted results approved by the Committee.

  40. Approval of 2023 Short-Term Incentive Award

    Approval of 2023 Short-Term Incentive Award The Committee determined the amount of the MIP payment to each NEO by multiplying the respective incentive target by the Company's adjusted performance achievement of 67%.

  41. Approval of 2023 Short-Term Incentive Award

    | 2023 Adjusted Incentive Performance Results as a Percent of NEO Target | | | | | Named Executive Officer | Target Payout $ | Actual Payout $ | Adjusted Achievement as a Percent of Target | | Andrew J. Harmening | $1,545,000 | $1,035,150 | 67% | | Derek S. Meyer | $367,500 | $246,225 | 67% | | John A. Utz | $367,500 | $246,225 | 67% | | Randall J. Erickson | $336,000 | $225,120 | 67% | | David L. Stein | $326,250 | $218,588 | 67% |

  42. Approval of 2023 Short-Term Incentive Award

    | LONG-TERM INCENTIVE COMPENSATION |

  43. Approval of 2023 Short-Term Incentive Award

    The Committee believes that a sizable portion of executive total pay should be represented by, and tied directly to, the performance of the Company so that the interests of the ELT members and the shareholders are closely aligned. Also, the Committee has designed our long-term incentive plan so that the performance of Associated’s stock has a strong correlation to the actual total compensation an ELT member receives over time which promotes retention. To achieve these goals, the Committee developed Associated’s long-term incentive plan to award equity that includes two key long-term elements: 1) 75% of the award is issued in the form of performance-based restricted stock units (“PRSUs”) and 2) 25% of the award is issued in the form of time-based restricted stock units (“RSUs”). Individual target grant amounts, as a percent of base salary, are listed in the table below.

  44. Approval of 2023 Short-Term Incentive Award

    | Long-Term Incentive Target as a Percent of Base Salary | | | | | Named Executive Officer | PRSUs | RSUs | Total Long-Term Incentive | | Andrew J. Harmening | 187.5% | 62.5% | 250% | | Derek S. Meyer | 82.5% | 27.5% | 110% | | John A. Utz | 82.5% | 27.5% | 110% | | Randall J. Erickson | 75.0% | 25.0% | 100% | | David L. Stein | 82.5% | 27.5% | 110% |

  45. Performance Restricted Stock Units

    Performance Restricted Stock Units Under the Long-Term Incentive Performance Plan (“LTIPP”), participants receive awards of PRSUs, calculated as a percentage of each participant’s base salary. Actual payouts of the PRSUs under the LTIPP will be based on Associated’s results during the specified measurement period relative to goals approved by the Committee for that LTIPP performance period. Grants awarded under the 2021-2023, 2022-2024 and 2023-2025 LTIPP are subject to the terms of the 2020 Incentive Compensation Plan.

  46. Restricted Stock Units

    Restricted Stock Units RSUs vest over a defined period and the value varies based on the performance of Associated’s Common Stock which creates alignment between executive pay and shareholder value and promotes executive retention. The RSUs granted in 2023 vest over a four-year period, with one-fourth of the grant vesting each year. The grants are subject to the terms of the 2020 Incentive Compensation Plan. When calculating the value of RSUs for the purpose of making these grants, the Committee used the grant date value of the RSUs.

  47. 2023-2025 LTIPP

    2023-2025 LTIPP Grants under the 2023-2025 LTIPP are based on a three-year performance period that began on January 1, 2023, and will end on December 31, 2025. 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 metrics established by the Committee to determine the vesting of the PRSUs are: •Relative Total Shareholder Return (TSR) (65% weight) is measured against the peer group. 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 directly aligns with shareholder interests and encourages management to outperform peers in the creation of shareholder value. Relative TSR performance below the 30th percentile of the TSR performance of our peers, results in no payout for the TSR metric. Based on common market practice, relative TSR is calculated using a 30-day share price average. •Absolute Target Return on Average Tangible Common Equity (ROATCE) (35% weight) is measured using a target range of absolute ROATCE values over the 2023-2025 performance period. The Committee retained ROATCE as its profitability metric as it shows how much profit is generated using the capital shareholders have invested with the exclusion of goodwill and other tangible asset balances. For this performance period, ROATCE shifted from a relative to an absolute return measurement. The absolute return target is based on recent results and planned closure of the historical average gap between the Company and its peers over a three-year period; the metric also includes an overarching performance hurdle. The Committee believes the metrics and weightings align with Associated’s strategic business priorities and reflect the return outcomes expected of the ELT over the three-year performance period.

  48. 2023-2025 LTIPP

    | > TSR: Requires 50th percentile performance for a target payout. If absolute TSR is negative at the end of the three-year performance period, TSR payout will be limited to 100% of target. > Absolute Target ROATCE Performance Hurdle: No payout will be made unless the Company achieves improvement in ROATCE over the full three-year period relative to the peer group; the hurdle will be met by Company improvement greater than peer median improvement. |

  49. Mr. Harmening’s 2021 One-Time Sign-On Equity Award

    Mr. Harmening’s 2021 One-Time Sign-On Equity Award To incentivize Mr. Harmening to join the Company in 2021, the Board decided to provide him with an equity award that was, in part, intended to compensate him for the significant equity awards he had accumulated at his former employer that were subject to forfeiture on his departure. The Board granted him a one-time sign-on award of $7,300,000 in the form of time-based RSUs. The amount of the award was based on an analysis, provided by the Committee’s independent compensation consultant, of the estimated value of the awards Mr. Harmening would forfeit when he resigned from his prior employer to join Associated. This equity award was granted using purely time-based restrictions considering that the performance conditions of the forfeited awards were satisfied or were on track to pay out. The Board concluded that it would not be appropriate to include additional performance conditions on the replacement sign-on, as it was replacing awards at his former employer that were subject to forfeiture on his departure but were otherwise virtually certain to vest should Mr. Harmening have remained with his prior employer. The award value is reported in this year’s Summary Compensation Table for the year 2021. Please refer to the 2021 proxy statement for additional details regarding how the one-time sign-on equity award was determined.

  50. Mr. Harmening’s 2021 One-Time Sign-On Equity Award

    | RISK MITIGATION POLICIES |

  51. Change of Control Agreements

    Change of Control Agreements Each of the NEOs and all other ELT members have Change of Control Agreements (“COC Agreements”) which were put in place in 2018 or, if later, when they became an ELT member of the Company. The payments and benefits provided under the COC Agreements maintain a “double trigger”, which provides for payment upon involuntary separation following a change of control 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 COC Agreements). These COC Agreements are summarized in the “Potential Payments Upon Termination or Change of Control” section beginning on page 44.

  52. Change of Control Agreements

    | COMPENSATION GOVERNANCE |

  53. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant On an annual basis the Committee reviews the services performed by, and the fees paid to the independent compensation consultant. In 2023, the Committee re-engaged Mercer US LLC (“Mercer”) to advise on a variety of matters relating to the executive compensation program. In addition to providing independent advice, Mercer was selected for their deep knowledge and expertise in the banking and financial services sectors. During 2023, Mercer performed a competitive analysis of Associated’s executive compensation levels and incentive practices, collaborated with the Committee on plan design changes and performed related assistance, and advised on non-employee director compensation which the Committee affirmed were in-line with expectations and best practices. The Committee previously established procedures that it considers so that the advice of the compensation consultant to the Committee remains objective and is not influenced by Associated’s management, including: •Direct reporting relationship of the compensation consultant to the Committee; •Provision in the Committee’s engagement letter with Mercer specifying the nature of the work to be conducted and the role that management may play in that work; and •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.

  54. EXECUTIVE COMPENSATION TABLES

    | SUMMARY COMPENSATION TABLE |

  55. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(6) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3)(7) | All Other Compensation ($)(4) | Total ($)(5) | | Andrew J. Harmening President and CEO | 2023 | $1,030,000 | $— | $2,574,964 | $— | $1,035,150 | $5,134 | $101,473 | $4,746,720 | | | 2022 | $1,000,000 | $— | $2,499,973 | $— | $2,505,000 | $4,575 | $57,038 | $6,066,586 | | | 2021 | $675,000 | $— | $9,174,980 | $— | $1,237,500 | $— | $242,612 | $11,330,092 | | Derek S. Meyer Executive Vice President, Chief Financial Officer | 2023 | $490,000 | $— | $538,986 | $— | $246,225 | $— | $75,668 | $1,350,880 | | | 2022 | $204,167 | $150,000 | $1,230,988 | $— | $257,260 | $— | $177,699 | $2,020,114 | | John A. Utz Executive Vice President, Head of Corporate Banking and Milwaukee Market President | 2023 | $490,000 | $— | $538,986 | $— | $246,225 | $11,234 | $64,036 | $1,350,482 | | | 2022 | $473,750 | $— | $522,490 | $— | $596,533 | $7,638 | $60,686 | $1,661,098 | | | 2021 | $445,000 | $— | $533,998 | $— | $367,100 | $10,864 | $41,910 | $1,398,872 | | Randall J. Erickson Executive Vice President, General Counsel & Corporate Secretary | 2023 | $480,000 | $— | $479,980 | $— | $225,120 | $9,883 | $58,441 | $1,253,424 | | | 2022 | $470,000 | $— | $469,963 | $— | $514,511 | $6,959 | $54,674 | $1,516,107 | | | 2021 | $460,000 | $— | $459,970 | $— | $328,900 | $10,354 | $43,564 | $1,302,789 | | David L. Stein Executive Vice President, Head of Consumer & Business Banking and Madison Market President | 2023 | $435,000 | $— | $478,486 | $— | $218,588 | $15,182 | $55,129 | $1,202,384 | | | 2022 | $424,583 | $— | $467,496 | $— | $533,376 | $11,088 | $49,228 | $1,485,772 | | | 2021 | $410,000 | $— | $491,972 | $— | $338,300 | $14,106 | $38,640 | $1,293,018 |

  56. EXECUTIVE COMPENSATION TABLES

    | GRANTS OF PLAN-BASED AWARDS DURING 2023 |

  57. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 |

  58. EXECUTIVE COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED IN 2023 |

  59. EXECUTIVE COMPENSATION TABLES

    | PENSION BENEFITS IN 2023 |

  60. EXECUTIVE COMPENSATION TABLES

    | NONQUALIFIED DEFERRED COMPENSATION IN 2023 |

  61. EXECUTIVE COMPENSATION TABLES

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |

  62. EXECUTIVE COMPENSATION TABLES

    | CEO PAY RATIO AND MEDIAN ANNUAL TOTAL COMPENSATION |

  63. Median Total Annual Compensation Methodology

    | PAY VERSUS PERFORMANCE TABLE |

  64. Narrative and Graphic Disclosure to Pay Versus Performance Table

    Narrative and Graphic Disclosure to Pay Versus Performance Table

  65. Relationship Between Compensation Actually Paid and Certain Financial Performance Measures

    Relationship Between Compensation Actually Paid and Certain Financial Performance Measures The following graph compares Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (i) our cumulative TSR, and (ii) KBW Nasdaq Regional Banking Index TSR, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. The following graph compares (i) Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (ii) our net income, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. The following graph compares (i) Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (ii) our adjusted operating leverage, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. (1) Operating Leverage is calculated by taking the year over year percentage change in Total Revenue Before Long-Term Credit Charge minus the percentage change in Total Noninterest Expense. A positive ratio shows that revenue is growing faster than expenses. Whereas a negative ratio indicates that expenses are accumulating faster than revenue. The 2021 and 2020 ratios have been adjusted to exclude the $163 million pre-tax gain on sale of ABRC. The 2023 ratio has been adjusted to exclude a $136 million loss on a mortgage portfolio sale and $65 million in investment securities losses associated with one-time losses from the balance sheet repositioning announced during 4Q 2023 and an additional $38 million of expense for certain FDIC assessments related to losses incurred due to bank failures.

  66. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board’s philosophy for director compensation is to provide a balanced competitive total compensation program that allows for the attraction and retention of qualified directors and reflects the increasing demands of being a public company director, the increasing regulation of the banking industry and of publicly traded corporations in general, and the personal risk factors associated with being a director. The Compensation and Benefits Committee evaluates the competitiveness of director compensation on an ongoing basis. The Committee engaged Mercer to perform a competitive analysis of Associated’s director compensation program and evaluate the levels of pay, pay mix and form with respect to its director compensation programs. These evaluations, among others, have guided director compensation towards the market range of the S&P 400 (of which Associated is a component company). The material terms of the non-employee director compensation arrangements for 2024 are as follows: •$80,000 annual retainer (with no additional meeting fees for meetings of the Board or standing committees thereof) •RSUs with a fair market value of $125,000 are granted annually on February 1 of each year. A director joining the Board after February 1 receives a prorated RSU grant. The RSUs (and any related dividend equivalents) subject to each grant will become fully vested on the first anniversary of each grant date and, unless deferred pursuant to the Directors’ Deferred Compensation Plan, the shares of Common Stock will be issued to the director shortly after vesting. •$100,000 additional retainer for the non-executive Chairman •$10,000 additional retainer for the Chairs of the Audit Committee, Compensation and Benefits Committee, Corporate Development Committee, Corporate Governance and Social Responsibility Committee, Enterprise Risk Committee, and Trust Committee •$1,500 ad hoc committee meeting fee (when and if such a committee is convened) Mr. Harmening does not receive any additional compensation for serving on the Board or chairing the Corporate Development Committee.

  67. DIRECTOR COMPENSATION

    | DIRECTORS’ DEFERRED COMPENSATION PLAN |

  68. DIRECTOR COMPENSATION

    Through its acquisition of other banks and bank holding companies, Associated became the sponsor of several directors’ deferred compensation plans. To simplify ongoing administration, Associated established its own directors’ deferred compensation plan and merged the predecessor plans into it effective July 1, 1999. Prior to 2013, Associated made monetary contributions into the Directors’ Deferred Compensation Plan (the “Director Plan”) for each non-employee director. Those contributions were required to be invested in an account the balance of which is based on the trading price of Associated Common Stock. Directors may defer any or all of their board fees, including retainers under the Director Plan. In an effort to provide directors additional flexibility to manage their annual RSU grants, the Committee amended the Director Plan in late 2018 to permit directors to defer the settlement of some or all of the shares of Common Stock received upon the vesting of their RSU awards, beginning in 2019. Earnings under the Director Plan are based on the performance of plan investment alternatives and are not supplemented by Associated. With the exception of the investment of the Associated contribution referenced above, directors may realign investments as frequently as they wish. Distributions begin six months after a director ceases to serve on the Board, and payments are made according to elections made prior to the commencement of deferrals. Distributions are paid either in a lump sum, or in annual installments over a five-year or ten-year period.

  69. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION IN 2023 |

  70. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | R. Jay Gerken | 80,000 | 125,000 | 0 | 0 | 0 | 0 | 205,000 | | Judith P. Greffin | 80,000 | 125,000 | 0 | 0 | 0 | 0 | 205,000 | | Michael J. Haddad | 80,000 | 125,000 | 0 | 0 | 0 | 0 | 205,000 | | Robert A. Jeffe | 90,000 | 125,000 | 0 | 0 | 0 | 0 | 215,000 | | Eileen A. Kamerick | 90,000 | 125,000 | 0 | 0 | 0 | 0 | 215,000 | | Gale E. Klappa | 90,000 | 125,000 | 0 | 0 | 0 | 0 | 215,000 | | Cory L. Nettles | 91,500 | 125,000 | 0 | 0 | 0 | 0 | 216,500 | | Karen T. van Lith | 90,000 | 125,000 | 0 | 0 | 0 | 0 | 215,000 | | John (Jay) B. Williams | 181,500 | 125,000 | 0 | 0 | 0 | 0 | 306,500 |