DEF 14A of Associated Banc-Corp, Mar 17, 2025

DEF 14A of Associated Banc-Corp

Filed Mar 17, 2025 · FY20240000007789-25-000025

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The 13 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 2026 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 13 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. Ms. Ludgate was recommended by the outside consultant. Mr. Sullivan 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, 2025.

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    | NOMINEES FOR ELECTION TO OUR BOARD |

  4. ELECTION OF DIRECTORS

    | R. Jay Gerken | | | Director since 2014 Age: 73 | Mr. Gerken is a director of more than 90 mutual funds with assets in excess of $140 billion associated with AllianceBernstein. 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. |

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  6. ELECTION OF DIRECTORS

    | Judith P. Greffin | | | Director since 2017 Age: 64 | Ms. Greffin served as Executive Vice President and Chief Investment Officer at the Allstate Corporation (NYSE: ALL) 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, and she serves as chair of the investment committee at both institutions. 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 on the board of Growing Community Media. 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: 58 | 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 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 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: 55 | 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. |

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    | Robert A. Jeffe | | | Director since 2011 Age: 74 | 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 since 2024 Age: 56 | 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 and member of the Audit Committee 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. | | 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, serves as independent director for ACV Auctions (NASDAQ:ACVA), where she serves as chair of the audit committee, and serves as Chairman of the Board of the Legg Mason closed-end funds, a mutual fund complex with approximately $10 billion in assets. She previously 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 also was 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. |

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  10. ELECTION OF DIRECTORS

    | Gale E. Klappa | | | Director since 2016 Age: 73 | Mr. Klappa is the non-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 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 and the Corporate Development 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. Although Mr. Klappa is not currently serving on Associated’s Audit Committee, he meets the requirements of an audit committee financial expert. | | Kristen M. Ludgate | | | Director since 2024 Age: 62 | Ms. Ludgate is a Strategic Advisor at HP Inc. (NYSE: HPQ), a global provider of personal computing and other digital devices, imaging and printing products, and related technologies, solutions and services. She was previously HP’s Chief People Officer, from 2021 through January 2025, overseeing all people, culture, workforce, and human resources strategies, functions, and programs for HP’s global organization. She was also a director of the HP Foundation and co-chair of HP’s enterprise crisis management team. Ms. Ludgate previously served as Executive Vice President and Chief Human Resources Officer for 3M Company (NYSE: MMM) from 2018 to 2021, where she led People & Culture as a key strategic priority for 3M. Over more than fifteen years at 3M, Ms. Ludgate held a variety of other legal and executive leadership roles, including as 3M’s Senior Vice President, Enterprise Services and Communications, Associate General Counsel and Chief Compliance Officer, and Associate General Counsel and Chief Employment Counsel. Ms. Ludgate was also chair of the 3M Foundation Board from 2018 to 2021. Ms. Ludgate’s qualifications to serve as a director of Associated and member of its Compensation and Benefits Committee include her experience in executive leadership roles across legal and human resources functions, her experience working closely with public company boards and leadership teams, her role leading multiple organization transformation initiatives, and her background in compensation matters. | | Cory L. Nettles | | | Director since 2013 Age: 55 | 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. 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. |

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  12. ELECTION OF DIRECTORS

    | Owen J. Sullivan | | | Director since 2024 Age: 68 | Mr. Sullivan served as President and Chief Operating Officer of the former NCR Corporation (NYSE: NCR), a global leader in ATM, POS and digital banking from 2018 until his retirement in 2023. Prior to 2018, Mr. Sullivan was an independent consultant, providing strategic planning, consulting and executive mentoring for private equity firms and other investor groups. He also served as President of the Specialty Brands and Experis units at ManpowerGroup Inc. from 2010 to 2013 and served as the Chief Executive Officer of the Right Management and Jefferson Wells, International, Inc. subsidiaries from 2004 to 2013. Mr. Sullivan’s board experience includes serving as a director of Computer Task Group, Inc., a publicly traded firm providing IT solutions and staffing solutions in North America, Europe and India, from 2017 to 2021, a director of Johnson Financial Group, a privately held financial services firm, from 2014 to 2019, a director of the Medical College of Wisconsin from 2009 to 2019, and a director of Journal Communications, a publicly traded media company, from 2007 to 2013. Mr. Sullivan currently serves on the Marquette University Board of Trustees where he served as chairman from 2017 to 2020. He received a bachelor’s degree from Marquette University and completed executive education at the Kellogg School of Business at Northwestern University and Harvard Business School. Mr. Sullivan’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee include his decades of experience in mergers and acquisitions, talent acquisition, retention and development working for global financial services companies. | | Karen T. van Lith | | | Director since 2004 Age: 65 | 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. Although Ms. van Lith is not currently serving on Associated’s Audit Committee, she meets the requirements of an audit committee financial expert. | | John (Jay) B. Williams | | | Director since 2011 Age: 73 | 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 leadership roles in retail, commercial, private client, operations and technology along with experience in mergers and acquisitions. He is Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions. 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. |

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  14. ELECTION OF DIRECTORS

    | DIRECTOR QUALIFICATIONS |

  15. 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 individuals from different backgrounds 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.

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    | BOARD EXPERIENCE AND COMPETENCIES |

  17. ELECTION OF DIRECTORS

    The Corporate Governance and Social Responsibility Committee considers the attributes 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 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 contributors to our success. The Corporate Governance and Social Responsibility Committee periodically assesses the effectiveness of these key attributes. 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’s process for considering director nominees effectively serves the best interests of Associated and its shareholders. 10

  18. ELECTION OF DIRECTORS

    | BOARD SELF-ASSESSMENT PROCESS |

  19. 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. 11

  20. ELECTION OF DIRECTORS

    | DIRECTOR SKILLS AND EXPERIENCE MATRIX |

  21. 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. 12 The Board recommends that shareholders vote “FOR” the election of each of the Board’s nominees.

  22. ELECTION OF DIRECTORS

    | AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE |

  23. 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 2024, 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. 13

  24. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  25. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | BOARD COMMITTEES AND MEETING ATTENDANCE |

  26. INFORMATION ABOUT THE BOARD OF DIRECTORS

    The Board held five meetings during 2024. During 2024, each director who was a director for all of 2024 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 2024. 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 2024 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, 2025 and the number of meetings held by each committee during 2024.

  27. 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 | | √ | | √ | | | Rodney Jones-Tyson(1) | √ | | | | | | | Eileen A. Kamerick(1) | | √ | √ | chair | | | | Gale E. Klappa(1) | | chair | √ | √ | | | | Kristen M. Ludgate | | √ | | | | | | Cory L. Nettles | | | √ | √ | chair | | | Owen J. Sullivan | | | | | √ | | | Karen T. van Lith(1) | | √ | | | | chair | | John (Jay) B. Williams(1)(2) | | | √ | | | | | Number of Meetings | 11 | 5 | 2 | 4 | 12 | 4 |

  28. 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. 14

  29. Balance Sheet Repositioning Impacts on Variable Compensation Programs

    Balance Sheet Repositioning Impacts on Variable Compensation Programs Our financial results for the years ended December 31, 2023 and December 31, 2024 were impacted by several nonrecurring items associated with the balance sheet repositionings announced in November of 2023 and December of 2024, respectively. For the year ended December 31, 2023, we reported net income available to common equity (“earnings”) of $171 million. Our results included a net after-tax loss of $150 million driven by several nonrecurring items associated with the balance sheet repositioning announced in November of 2023. Our results also included an additional pre-tax $38 million of FDIC special assessment expense recognized during the fourth quarter. Excluding the impact of these nonrecurring items, we reported adjusted earnings of $351 million2. For the year ended December 31, 2024, we reported net income available to common equity (“earnings”) of $112 million. Our results included a net after-tax loss of $253 million driven by several nonrecurring items associated with the balance sheet repositioning announced in December of 2024. Excluding the impact of these nonrecurring items, we reported adjusted earnings of $365 million2. The balance sheet repositioning transactions that occurred in 2023 and 2024 were nonrecurring transactions where we capitalized on opportunities to accelerate our strategic plan and increase long-term shareholder value. Despite management’s (1) All figures shown on an end of period basis. FY 2024 results compared to FY 2023 unless otherwise noted. (2)This is a non-GAAP financial measure. See Appendix B for a reconciliation of non-GAAP financial measures to GAAP financial measures. (3) Adjusted loan growth excludes $723 million in residential mortgage balances that were moved to loans held for sale as a result of the balance sheet repositioning announced during the fourth quarter of 2024. This is a non-GAAP financial measure. See Appendix B for a reconciliation of non-GAAP financial measures to GAAP financial measures (4) This adjusted figure excludes the impact of the balance sheet repositionings that impacted 4Q 2023 and 4Q 2024 financial results. Adjusted noninterest expense growth also excludes $14 million of FHLB prepayment penalty expense incurred in the fourth quarter of 2024 and $31 million of FDIC special assessment expense incurred in the fourth quarter of 2023. This is a non-GAAP financial measure. See Appendix B for a reconciliation of non-GAAP financial measures to GAAP financial measures (5)Based on JD Power 2024 U.S. Retail Banking Satisfaction study conducted January 2023 through January 2024. For award information, visit jdpower.com/awards. 34 awareness that these transactions would result in short term unbudgeted financial impacts, they proceeded because these actions are in the long-term interests of our shareholders. To reward management for significant operational performance and balance sheet improvements, and to aid in the retention of critical talent, we approved adjustments to the 2024 Management Incentive Plan (MIP) and the 2022-2024 Long-Term Incentive Performance Plan (LTIPP). More details are provided in the Short-Term and Long-Term Incentive sections of the Compensation Discussion & Analysis and the “Reconciliation of Non-GAAP Financial Measures” provided in Appendix B. Below are high level summaries: •2024 MIP Without adjusting MIP performance for the balance sheet reposition, MIP achievement would have been below threshold performance under the plan. Accordingly, the calculated payout would be zero. After removing the financial impacts of the repositioning, the adjusted MIP achievement was 103.3% of target performance which is approximately the same funding level estimated prior to the balance sheet repositioning. Since the achievement percentages were not nominally different and well aligned with expected year-end achievement results, the Committee approved a plan payout of 103.3%. •2022-2024 LTIPP Since the 2022-2024 LTIPP three-year performance period was impacted by both the 2023 and 2024 balance sheet repositioning initiatives, the unadjusted LTIPP estimated achievement was 64.50%. After removing the financial impacts of the 2023 and 2024 initiatives, the adjusted LTIPP performance achievement was calculated at 93.75%. In order to preserve the intended retentive and motivational objectives of the LTIPP, the Committee approved the adjusted performance achievement at 93.75% for payout purposes.

  30. Proposal 2: Approval of the Associated Banc-Corp 2025 Equity Incentive Plan

    Proposal 2: Approval of the Associated Banc-Corp 2025 Equity Incentive Plan We are requesting your approval of the proposed 2025 Equity Incentive Plan to replenish the pool of shares available for awarding stock-based compensation to our executives, certain colleagues and non-employee directors. Long-term incentives are a critical component of our pay-for-performance compensation philosophy to align sustained performance with shareholder interests, provide rewards to support our strategic initiatives and continue to attract, retain and motivate highly skilled executive officers and colleagues. Detailed information is available for your review in Proposal 2. ***************** This Committee and Associated’s leadership team are committed to gathering feedback from our shareholders and will continue to assess and refine our executive compensation program to ensure it aligns with shareholders’ interests. We look forward to an ongoing dialogue with our shareholders and encourage you to continue to reach out to us with questions or comments related to our pay programs. We appreciate your continued support of our say-on-pay proposal. Sincerely, The Compensation and Benefits Committee Gale E. Klappa (Chairman) Eileen A. Kamerick Kristen M. Ludgate Karen T. van Lith 35

  31. COMPENSATION DISCUSSION AND ANALYSIS

    | EXECUTIVE SUMMARY | 35 | | OVERVIEW OF EXECUTIVE COMPENSATION PRINCIPLES | 38 | | EXECUTIVE COMPENSATION FOR 2024 | 40 | | BASE SALARY | 42 | | SHORT-TERM INCENTIVE COMPENSATION | 43 | | LONG-TERM INCENTIVE COMPENSATION | 45 | | RISK MITIGATION POLICIES | 48 | | OTHER BENEFIT PROGRAMS | 49 | | COMPENSATION GOVERNANCE | 51 |

  32. Highlights of Executive Compensation Practices

    | What we do: | | What we do not 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 for our executives. Perquisites are limited to include only financial planning services, executive physicals, 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 an independent third party as needed.X | Pay dividend equivalents before the end of the performance period on unvested performance-based stock unit awards. Dividends are calculated based on the number of shares earned at vesting. | | | Retain an independent compensation consultant selected by and reporting directly to the Committee.X | Allow hedging or pledging of Company securities by executive officers, directors, key policy-making officers of the Company and colleagues routinely in possession of financial information prior to public release. | | | 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 robust requirement to hold 100% of shares until the applicable share ownership guideline is met. | |

  33. 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 2024 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 2024, based on the advice of our compensation consultant, the Committee did not make any changes to the 2023 peer group since the companies continued to meet our peer group selection criteria. Overall, the companies included in the 2024 peer group ranged in asset size from approximately $18.0 billion to approximately $71.2 billion. The median asset size of the companies in the peer group was approximately $37.7 billion, compared to Associated’s total assets of $39.4 billion as of December 31, 2022. The 2024 peer group companies were:

  34. Peer Group

    | 2024 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 Bancshares, 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 Bancshares | Wintrust Financial Corporation | | *Umpqua Holdings Corporation merged with Columbia Bank in 2023 and is now Columbia Banking System. | | |

  35. Peer Group

    While the peer group is a key point of comparison in the total compensation strategy, the Committee also considered 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 peer company public filings and the McLagan and Willis Towers Watson executive financial services surveys, each of which included members of Associated’s peer group. 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. 40

  36. Peer Group

    | EXECUTIVE COMPENSATION FOR 2024 |

  37. Balance Sheet Repositionings in 2023 and 2024

    Balance Sheet Repositionings in 2023 and 2024 Our financial results for the years ending December 31, 2023 and December 31, 2024 were impacted by several nonrecurring items associated with the balance sheet repositionings announced in November of 2023 and December of 2024, respectively. For the year ended December 31, 2023, we reported net income available to common equity (“earnings”) of $171 million. Our results included a net after-tax loss of $150 million driven by several nonrecurring items associated with the balance sheet repositioning announced in November of 2023. Our results also included an additional pre-tax $38 million of FDIC special assessment expense recognized during the fourth quarter. Excluding the impact of these nonrecurring items, we reported adjusted earnings of $351 million1. For the year ended December 31, 2024, we reported net income available to common equity (“earnings”) of $112 million. Our results included a net after-tax loss of $253 million driven by several nonrecurring items associated with the balance sheet repositioning announced in December of 2024. Excluding the impact of these nonrecurring items, we reported adjusted earnings of $365 million1. The balance sheet repositioning transactions that occurred in 2023 and 2024 allowed us to capitalize on unique opportunities to accelerate our strategic plan and increase long-term shareholder value. Despite management’s awareness that these transactions would result in short-term unbudgeted financial impacts, they proceeded because these actions are in the long-term interests of our shareholders. To reward management for significant operational performance and balance sheet improvements, and to aid in the retention of critical talent, we approved an adjustment to the 2024 Management Incentive Plan (MIP) and the 2022-2024 Long-Term Incentive Performance Plan (LTIPP). More details are provided in the Short-Term and Long-Term Incentive sections of the Compensation Discussion & Analysis and the “Reconciliation of Non-GAAP Financial Measures” provided in Appendix B. (1) All figures shown on an end of period basis. FY 2024 results compared to FY 2023 unless otherwise noted.

  38. 2024 Executive Target Direct Compensation

    | Named Executive Officer | Base Salary $ | Short-Term Incentive Target as a % of Base Salary | Short-Term Incentive Target $ | Long-Term Incentive Target as a % of Base Salary | Long-Term Incentive Target $ | Total Target Direct Compensation | | Andrew J. Harmening | $1,070,000 | 150% | $1,605,000 | 250% | $2,675,000 | $5,350,000 | | Derek S. Meyer | $550,000 | 80% | $440,000 | 110% | $605,000 | $1,595,000 | | 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 |

  39. 2024 CEO Annual Total Target Direct Compensation

    | SHORT-TERM INCENTIVE COMPENSATION |

  40. Short-Term Incentive

    Short-Term Incentive Our short-term incentive program, referred to as the Management Incentive Plan (MIP), was established to award short-term incentive compensation and is funded based on the success of the Company in achieving designated performance metrics. Each year, the Committee reviews the MIP structure and establishes performance criteria and target performance levels to determine the target pool available under the MIP for eligible colleagues. The total pool amount is determined based on Associated’s achievement of objective financial metrics selected by the Committee. For 2024, the Committee decided to maintain the same MIP metrics and weightings as in 2023 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 and reinforcing the priorities of income growth and managing expense. The MIP metrics are summarized in the following table.

  41. 2024 MIP Metrics

    2024 MIP Metrics

  42. 2024 MIP Metrics

    | Metric | 2024 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 Consolidated Statement of Income. | | Revenue Before Long- Term Credit Charge (Revenue Before LTCC) | 30% | Directly aligns with strategic initiatives to grow the Company. | A Non-GAAP measure that consists of Net Interest Income plus Noninterest Income (Loss) generated by Associated which can be found in the Company's Annual Consolidated Statement of Income. | | 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. This is a Non-GAAP measure. A positive ratio shows that revenue is growing faster than expenses. A negative ratio indicates that expenses are accumulating faster than revenue. |

  43. 2024 MIP Payout

    2024 MIP Payout In consideration of the successful balance sheet repositioning designed to further drive improved profitability and accelerate the organic growth strategy plus to reward management for their leadership and key successes in 2024, the Committee approved an adjustment to the MIP for payment calculation purposes.

  44. 2024 MIP Payout

    | Description | Overview | One-Time After-Tax Adjustment | | 2024 Balance Sheet Repositioning | Non-recurring balance sheet repositioning to further accelerate the Company's organic growth strategy. Note: The adjustment included Mortgage Fee Income, Investment Security Sales Loss, Reinvestment of Security Sales Proceeds, Net Provision Impact, Credit Card Interest Income, FHLB Prepayment Penalty, benefit of FHLB refinancing and Taxes. | $253 million (net loss) |

  45. 2024 MIP Payout

    After the adjustment, achievement under the 2024 MIP was funded at 103.3% of target. •Without adjusting MIP performance for the balance sheet repositioning, MIP achievement would have been below threshold performance under the plan. Accordingly, the calculated payout would be zero. •After removing the financial impacts of the balance sheet repositioning, the adjusted MIP achievement was 103.3% of target performance which is approximately the same funding level estimated prior to the balance sheet repositioning. •Since the adjusted achievement percent was not nominally different compared to the estimated unadjusted achievement and was well aligned with forecast and operational performance results, the Committee approved a plan payout of 103.3%. 44 The actual and adjusted results for the respective plan metrics are as follows:

  46. 2024 MIP Results (Actual and Adjusted)

    2024 MIP Results (Actual and Adjusted) The below chart depicts 2024 MIP achievement using the adjusted results approved by the Committee. A "Reconciliation of Non-GAAP Financial Measures" is provided in Appendix B. 45

  47. Approval of 2024 Short-Term Incentive Payout

    Approval of 2024 Short-Term Incentive Payout The Committee determined the amount of the MIP payout to each NEO by multiplying the respective incentive target by the Company's adjusted performance achievement of 103.3%. All ELT members were rewarded based on overall ASB results with no individual modifications made for individual NEO performance.

  48. Approval of 2024 Short-Term Incentive Payout

    | 2024 Adjusted Incentive Payout as a Percent of NEO Target | | | | | Named Executive Officer | Target Payout $ | Actual Payout $ | Adjusted Achievement as a Percent of Target | | Andrew J. Harmening | $1,605,000 | $1,657,965 | 103.3% | | Derek S. Meyer | $440,000 | $454,520 | 103.3% | | John A. Utz | $367,500 | $379,628 | 103.3% | | Randall J. Erickson | $336,000 | $347,088 | 103.3% | | David L. Stein | $326,250 | $337,016 | 103.3% |

  49. Approval of 2024 Short-Term Incentive Payout

    | LONG-TERM INCENTIVE COMPENSATION |

  50. Approval of 2024 Short-Term Incentive Payout

    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. The Committee has also 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. To achieve these goals, the Committee developed Associated’s Long-Term Incentive Performance Plan ("LTIPP") 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”). The Committee believes the weighting between PRSUs and RSUs allows us to focus on performance results while managing retention. Individual target grant amounts are awarded annually, typically in January. Only infrequently and in exceptional circumstances will the Committee consider one-time awards for what could be achieved through annual performance compensation. The value of the PRSUs and RSUs awarded to an NEO is determined by dividing the value of the award by the closing market price of a share of Associated's Common Stock on the grant date. The LTIPP award amount is calculated as a percent of base salary and listed in the table below.

  51. Approval of 2024 Short-Term Incentive Payout

    | 2024 Long-Term Incentive ("LTI") Award Opportunity | | | | | Named Executive Officer | 75% PRSUs (at Target) | 25% RSUs | Total LTI Opportunity | | Andrew J. Harmening | $2,006,250 | $668,750 | $2,675,000 | | Derek S. Meyer | $453,750 | $151,250 | $605,000 | | John A. Utz | $404,250 | $134,750 | $539,000 | | Randall J. Erickson | $360,000 | $120,000 | $480,000 | | David L. Stein | $358,875 | $119,325 | $478,500 |

  52. Performance Restricted Stock Units

    Performance Restricted Stock Units Under the LTIPP, actual payouts of the PRSUs 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 2022-2024, 2023-2025 and 2024-2026 LTIPP that are granted before April 2025 are subject to the terms of the 2020 Incentive Compensation Plan. Future LTIPP awards that are granted in April 2025 or later will be subject to the terms of the 2025 Equity Incentive Plan. 46

  53. Restricted Stock Units

    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 2024 vest over a four-year period, with one-fourth of the grant vesting each year. The grants prior to April 2025 are subject to the terms of the 2020 Incentive Compensation Plan. Future grants in April 2025 or later will be subject to the 2025 Equity Incentive Plan. When calculating the value of RSUs for the purpose of making these grants, the Committee used the grant date value of the RSUs.

  54. 2024-2026 LTIPP

    2024-2026 LTIPP Grants under the 2024-2026 LTIPP are based on a three-year performance period that began on January 1, 2024, and will end on December 31, 2026. 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. For the 2024-2026 LTIPP period, the Committee approved a refinement to the plan by shifting the return metric from Return on Average Tangible Common Equity (ROATCE) to ROCET1 (defined below). The 2024-2026 performance metrics established by the Committee to determine the vesting of the PRSUs are as follows: •Relative Total Shareholder Return (TSR) (65% weight) is measured against the KBW Nasdaq Regional Banking Total Return Index (^KRXTR). 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. Compared to the KRXTR, Relative TSR performance below the 25th percentile (Threshold) results in no payout whereas performance achieved at the 75th percentile results in a 150% payout (Maximum). Based on common market practice, Relative TSR is calculated using a 30-day share price average. TSR requires 50th percentile performance for a Target payout. If absolute TSR is negative at the end of the three-year performance period, the TSR payout will be capped at 100% of Target. •Absolute Return on Common Equity Tier 1 (ROCET1) (35% weight) is measured using a target range of absolute ROCET1 values over the 2024-2026 performance period. The Committee determined that ROCET1 is an appropriate metric to measure performance as it both considers return to shareholders and is a measure of bank soundness. Moreover, it is a highly regulated and consistent metric that exhibits less volatility from economic conditions and also provides more stability over the long term. ROCET1 is computed by dividing Net Income Available for Common (NIAC) by average Common Equity Tier 1 capital (CET1). The ROCET1 Target achievement result is a calculated average (Y1 + Y2 +Y3)/3.

  55. 2022-2024 LTIPP

    2022-2024 LTIPP Grants under the 2022-2024 LTIPP were based on a three-year performance period that began on January 1, 2022, and ended on December 31, 2024, with the vesting opportunities ranging from a minimum of 0% to a maximum of 150% of the target award. The two equally weighted performance metrics outlined below were established by the Committee with target performance goals set at the 50th percentile relative to the KRXTR. In the event performance results fell below the 30th percentile of peers, no payout would occur. •Relative Total Shareholder Return (TSR) (50% weight) is measured against the KRXTR. Relative TSR which includes the net change in stock price plus dividends paid during the applicable period is calculated using a 30-day share price average of the last 30 days of 2021 versus the last 30 days of 2024. If absolute TSR is negative, the payout will be limited to 100% of target. •Relative Return on Average Tangible Common Equity (ROATCE) (50% weight) is measured against the KRXTR over the full three-year performance period. Relative ROATCE is computed by determining a 3-year average (Y1 +Y2 + Y3)/3 of Associated's ROATCE as compared to the KRXTR. 47

  56. Approval of 2022 - 2024 LTIPP Payout

    Approval of 2022 - 2024 LTIPP Payout The Committee determined the amount of the 2022-2024 LTIPP payout to each NEO by multiplying the respective incentive target by the Company's adjusted performance achievement of 93.75%.

  57. Approval of 2022 - 2024 LTIPP Payout

    | 2022 - 2024 Adjusted LTIPP Payout | | | | | Named Executive Officer | Target Shares Awarded | Actual Vested Shares | Adjusted Achievement as a Percent of Target | | Andrew J. Harmening | 76,781 | 71,982 | 93.75% | | Derek S. Meyer | 25,033 | 23,468 | 93.75% | | John A. Utz | 16,047 | 15,043 | 93.75% | | Randall J. Erickson | 14,434 | 13,531 | 93.75% | | David L. Stein | 14,358 | 13,460 | 93.75% |

  58. Approval of 2022 - 2024 LTIPP Payout

    | RISK MITIGATION POLICIES |

  59. 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 56.

  60. Equity Grant Timing Practices

    Equity Grant Timing Practices All equity awards are granted under a shareholder-approved plan. The Committee approves and grants annual Long-Term Incentive (“LTI”) awards to our ELT at approximately the same time every year, with awards granted typically in January. Associated's LTI program has not included stock option grants since 2020 and has no intention of doing so in the foreseeable future. In 2024, the LTI award to our ELT consisted of Performance-Based Restricted Stock Units (“PRSUs”) and Time-Based Restricted Stock Units (“RSUs”). Outside of the annual grant cycle, we may make PRSU and/or RSU awards in connection with a newly hired or promoted executive on the date of hire or promotion, or in connection with a retention award. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity grant dates. 51

  61. Equity Grant Timing Practices

    | COMPENSATION GOVERNANCE |

  62. 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 2024, 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 2024, 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 has established procedures that it follows 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.

  63. EXECUTIVE COMPENSATION TABLES

    | SUMMARY COMPENSATION TABLE |

  64. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(6) | Stock 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) | | Andrew J. Harmening President and CEO | 2024 | $1,070,000 | $— | $2,674,986 | $1,657,965 | $5,655 | $64,482 | $5,473,089 | | | 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 | | Derek S. Meyer Executive Vice President, Chief Financial Officer | 2024 | $550,000 | $— | $604,997 | $454,520 | $5,175 | $48,756 | $1,663,448 | | | 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 Specialized Industries & Capital Markets and Milwaukee Market President | 2024 | $490,000 | $— | $538,980 | $379,628 | $13,452 | $60,106 | $1,482,166 | | | 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 | | Randall J. Erickson Executive Vice President, General Counsel & Corporate Secretary | 2024 | $480,000 | $— | $479,980 | $347,088 | $11,724 | $70,236 | $1,389,028 | | | 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 | | David L. Stein Executive Vice President, Head of Consumer & Business Banking and Madison Market President | 2024 | $435,000 | $— | $478,472 | $337,016 | $18,498 | $49,049 | $1,318,035 | | | 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 |

  65. EXECUTIVE COMPENSATION TABLES

    | GRANTS OF PLAN-BASED AWARDS DURING 2024 |

  66. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 |

  67. EXECUTIVE COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED IN 2024 |

  68. EXECUTIVE COMPENSATION TABLES

    | PENSION BENEFITS IN 2024 |

  69. EXECUTIVE COMPENSATION TABLES

    | NONQUALIFIED DEFERRED COMPENSATION IN 2024 |

  70. EXECUTIVE COMPENSATION TABLES

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |

  71. EXECUTIVE COMPENSATION TABLES

    | CEO PAY RATIO AND MEDIAN ANNUAL TOTAL COMPENSATION |

  72. Median Annual Total Compensation Methodology

    | PAY VERSUS PERFORMANCE TABLE |

  73. Narrative and Graphic Disclosure to Pay Versus Performance Table

    Narrative and Graphic Disclosure to Pay Versus Performance Table

  74. 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 Total Return Index TSR, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. 61 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, 2023 and 2024. 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, 2023 and 2024. (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 gain on the June 30, 2020 sale of ABRC. The 2023 ratio has been adjusted to exclude a loss on a mortgage portfolio sale and investment securities losses associated with nonrecurring losses from the balance sheet repositioning announced during the fourth quarter of 2023 and expenses for certain FDIC assessments impacts. The 2024 ratio has been adjusted to exclude a loss on a mortgage portfolio sale, investment securities losses, interest income and expense for prepayment on FHLB advances with nonrecurring transactions from the balance sheet repositioning announced during the fourth quarter of 2024. See further details of these adjustments within the non-GAAP tables in Appendix B. 62

  75. 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 2025 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 equivalent units) 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 •$15,000 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.

  76. DIRECTOR COMPENSATION

    | DIRECTORS’ DEFERRED COMPENSATION PLAN |

  77. 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. 64

  78. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION IN 2024 |

  79. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensat ion ($) | 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 | 91,250 | 125,000 | 0 | 0 | 0 | 0 | 216,250 | | Rodney Jones-Tyson(2) | 60,000 | 83,333 | 0 | 0 | 0 | 0 | 143,333 | | Eileen A. Kamerick | 91,250 | 125,000 | 0 | 0 | 0 | 0 | 216,250 | | Gale E. Klappa | 91,250 | 125,000 | 0 | 0 | 0 | 0 | 216,250 | | Kristen M. Ludgate(3) | 0 | 6,699 | 0 | 0 | 0 | 0 | 6,699 | | Cory L. Nettles | 94,250 | 125,000 | 0 | 0 | 0 | 0 | 219,250 | | Owen J. Sullivan(3) | 0 | 6,699 | 0 | 0 | 0 | 0 | 6,699 | | Karen T. van Lith | 94,250 | 125,000 | 0 | 0 | 0 | 0 | 219,250 | | John (Jay) B. Williams | 183,000 | 125,000 | 0 | 0 | 0 | 0 | 308,000 |

  80. DIRECTOR COMPENSATION

    (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2024, computed in accordance with FASB ASC Topic 718. For the nominees who were directors on February 1, 2024, the number of RSUs granted was determined by dividing the grant date value of the award, $125,000, by $20.84, the closing price of the Company’s Common Stock on February 1, 2024. (2) Mr. Jones-Tyson was appointed as a director on April 30, 2024 and received 3,955 RSUs. The number of RSUs granted was determined by dividing the grant date value of the award, $83,333, by $21.07, the closing price of the Company’s Common Stock on April 30, 2024. (3) Ms. Ludgate and Mr. Sullivan were appointed as directors on December 11, 2024 and each received 255 RSUs. The number of RSUs granted was determined by dividing the grant date value of the award, $6,699, by $26.27, the closing price of the Company’s Common Stock on December 11, 2024. 65