def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Associated Banc-Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (11-01) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
March 9, 2011
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of
Shareholders of Associated Banc-Corp scheduled for
11:00 a.m. (CDT) on Tuesday, April 26, 2011, at the
Fort Howard Theater Bemis Center, St. Norbert
College, 100 Grant Street, De Pere, Wisconsin. We will again
present an
economic/investment
update beginning at 10:00 a.m. Associateds
Wealth Management professionals will provide an update on the
equity market and interest rate environment.
This year, we are taking advantage of the Securities and
Exchange Commission rules allowing companies to provide their
shareholders with access to proxy materials over the Internet.
On or about March 9, 2011, we will begin mailing a Notice
of Internet Availability of Proxy Materials (Notice)
to our shareholders informing them that our Proxy Statement,
2010 Annual Report and voting instructions are available online.
As more fully described in that Notice, all shareholders may
choose to access our proxy materials on the Internet or may
request to receive paper copies of the proxy materials. This
allows us to conserve natural resources and reduces the costs of
printing and distributing the proxy materials, while providing
our shareholders with access to the proxy materials in a fast
and efficient manner.
The matters expected to be acted upon at the meeting are
described in detail in the attached Notice of Annual Meeting and
Proxy Statement.
Your Board of Directors and management look forward to
personally greeting those shareholders who are able to attend.
We always appreciate your input and interest in Associated
Banc-Corp. Please
e-mail
comments or questions to shareholders@associatedbank.com.
Sincerely,
William R. Hutchinson
Chairman of the Board
Philip B. Flynn
President and CEO
1200 Hansen
Road
Green Bay, Wisconsin 54304
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
April 26,
2011
Holders of Common Stock of
Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will
be held at the Fort Howard Theater Bemis
Center, St. Norbert College, 100 Grant Street, De Pere,
Wisconsin, on Tuesday, April 26, 2011, at 11:00 a.m.
(CDT) for the purpose of considering and voting on:
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The election of eleven directors. The Board of Directors
nominees are named in the accompanying Proxy Statement.
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The approval of an advisory (non-binding) proposal on executive
compensation.
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The ratification of the selection of KPMG LLP as the independent
registered public accounting firm for Associated Banc-Corp for
the year ending December 31, 2011.
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Such other business as may properly come before the meeting and
all adjournments thereof.
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The Board of Directors has fixed March 2, 2011, as the
record date for determining the shareholders of Associated
Banc-Corp
entitled to notice of and to vote at the meeting, and only
holders of Common Stock of Associated Banc-Corp of record at the
close of business on such date will be entitled to notice of and
to vote at such meeting and all adjournments.
Brian R. Bodager
Executive Vice President
Chief Administrative Officer
General Counsel &
Corporate Secretary
Green Bay, Wisconsin
March 9, 2011
YOUR VOTE
IS IMPORTANT.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26,
2011:
THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE ONLINE AT
WWW.PROXYDOCS.COM/ASBC.
YOU CAN ALSO VOTE BY TELEPHONE AT
1-866-390-6276.
IF YOU DO NOT VOTE BY USING THE INTERNET OR THE TELEPHONE,
YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY OR YOUR PROMPT
VOTE BY USING THE INTERNET OR THE TELEPHONE, REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED BANC-CORP IN
REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE
GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IN THE EVENT YOU ATTEND THE MEETING.
Table of
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ii
1200 Hansen Road
Green Bay, Wisconsin 54304
PROXY
STATEMENT
ANNUAL MEETING
APRIL 26, 2011
Information
Regarding Proxies
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the
Board) of Associated Banc-Corp, hereinafter called
Associated, to be voted at the Annual Meeting of
Shareholders on Tuesday, April 26, 2011, and at any and all
adjournments thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 26, 2011.
Securities and Exchange Commission (SEC) rules allow
us to change the way we make our proxy statement and other
annual meeting materials available to you. On or about
March 9, 2011, we will begin mailing a notice, called the
Notice of Internet Availability of Proxy Materials (the
Notice), to our shareholders advising them that this
Proxy Statement, the 2010 Annual Report and voting instructions
can be accessed over the Internet at www.proxydocs.com/asbc. You
may then access these materials and vote your shares over the
Internet or you may request that a printed copy of the proxy
materials be sent to you. If you want to receive a paper or
e-mail copy
of these materials, you must request one over the Internet at
www.investorelections.com/asbc, by calling toll free
1-866-648-8133,
or by sending an
e-mail to
paper@investorelections.com. There is no charge to you for
requesting a copy. Please make your request for a copy on or
before April 12, 2011 to facilitate timely delivery. If you
previously elected to receive our proxy materials
electronically, these materials will continue to be sent via
e-mail
unless you change your election.
The cost of solicitation of proxies will be borne by Associated.
In addition to such solicitation by mail, some of the directors,
officers, and employees of Associated may, without extra
compensation, solicit proxies by telephone or personal
interview. Associated has retained D.F. King & Co.,
Inc. to solicit proxies for the Annual Meeting from brokers,
bank nominees and other institutional holders. Associated has
agreed to pay D.F. King & Co., Inc. up to $12,000 plus
its
out-of-pocket
expenses for these services. Arrangements will be made with
brokerage houses, custodians, nominees, and other fiduciaries to
send proxy materials to their principals, and they will be
reimbursed by Associated for postage and clerical expenses.
VOTE BY INTERNET www.proxyvote.com. Use
the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 p.m.
Eastern Time the day before the meeting date. Have your Notice
regarding the availability of proxy materials or proxy card if
you have requested paper copies of the proxy materials in hand
when you access the website and follow the instructions to
obtain your records and to create an electronic voting
instruction form. If you vote by Internet, please do not mail
your proxy card.
VOTE BY TELEPHONE
1-866-390-6276. Use
any touch-tone telephone to transmit your voting instructions up
until 11:59 P.M. Eastern Time the day before the meeting
date. Have your Notice regarding the availability of proxy
materials or proxy card if you have requested paper copies of
the proxy materials in hand when you call and then follow the
instructions. If you vote by telephone, please do not mail
your proxy card.
1
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by two judges of election who are senior officers of
Associated and who will determine whether or not a quorum is
present. The presence, in person or by proxy, of the majority of
the outstanding shares entitled to vote at the Annual Meeting is
required to constitute a quorum for the transaction of business
at the Annual Meeting. The judges of election will treat
abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum but as unvoted
for purposes of determining the approval of any matter submitted
to shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that
matter but will be considered as present and entitled to vote
for purposes of determining the presence of a quorum for the
meeting.
Shareholders are urged to sign, date, and return the enclosed
proxy card as promptly as possible in the envelope enclosed for
that purpose. Shareholders of record can also give proxies using
the Internet. The Internet voting procedures are designed to
authenticate Associateds shareholders identities, to
allow Associateds shareholders to give their voting
instructions, and to confirm that Associateds
shareholders instructions have been recorded properly.
Shareholders who wish to vote over the Internet should be aware
that there might be costs associated with electronic access,
such as usage charges from Internet access providers and
telephone companies.
Any Associated shareholder of record desiring to vote over the
Internet will be required to enter the unique control number
imprinted on such shareholders Notice or proxy card and,
therefore, should have their Notice or proxy card in hand when
initiating the session. To vote over the Internet, log on to the
website www.proxyvote.com, and follow the simple instructions
provided. Instructions are also included on the Notice and proxy
card.
Proxies may be revoked at any time prior to the exercise thereof
by filing with the Corporate Secretary of Associated a written
revocation or a duly executed proxy bearing a later date. Such
proxies may not be revoked via the Internet. Shares as to which
proxies have been executed will be voted as specified in the
proxies. If no specification is made, the shares will be voted
FOR the election of the Boards nominees as
directors, FOR the approval of an advisory
(non-binding) proposal on executive compensation, and
FOR the ratification of selection of KPMG LLP as
Associateds independent registered public accounting firm.
The Corporate Secretary of Associated is Brian R. Bodager, 1200
Hansen Road, Green Bay, Wisconsin 54304.
Record
Date and Voting Securities
The Board has fixed the close of business on March 2, 2011,
as the record date (the Record Date) for the
determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting. The securities of Associated entitled to
be voted at the meeting consist of shares of its common stock,
$0.01 par value (Common Stock), of which
173,252,886 shares were issued and outstanding at the close
of business on the Record Date. Only shareholders of record at
the close of business on the Record Date will be entitled to
receive notice of and to vote at the meeting.
Each share of Common Stock is entitled to one vote on each
matter. No other class of securities will be entitled to vote at
the meeting.
Corporate
Report and
Form 10-K
Annual Report
The Proxy Statement, the 2010 Corporate Report, and the 2010
Form 10-K
Annual Report have been either mailed or made available online
to shareholders of record. The 2010 Corporate Report and the
2010
Form 10-K
Annual Report do not constitute a part of the proxy material.
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PROPOSAL 1
ELECTION
OF DIRECTORS
The Board has the responsibility for establishing broad
corporate policies and for the overall performance of
Associated, although it is not involved in
day-to-day
operating details. Members of the Board are kept informed of
Associateds business by various reports and documents sent
to them on a regular basis, including operating and financial
reports made at Board and committee meetings by officers of
Associated.
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 Committees conclusion that each nominee should
serve as a director. The eleven nominees receiving the largest
number of affirmative votes cast at the Annual Meeting will be
elected as directors. Associateds Corporate Governance
Guidelines set forth procedures if a nominee is elected but
receives a majority of withheld votes. In an
uncontested election, any nominee who receives a greater number
of votes withheld from his or her election than
votes FOR such election is required to tender his or
her resignation following certification of the shareholder vote.
The Corporate Governance Committee is required to make a
recommendation to the Board with respect to any such letter of
resignation. The Board is required to take action with respect
to this recommendation and to disclose its decision and
decision-making process.
The nominees have consented to serve, if elected, and as of the
date of this Proxy Statement, Associated has no reason to
believe that any of the nominees will be unable to serve.
Correspondence may be directed to nominees at Associateds
executive offices. Unless otherwise directed, the persons named
as proxies intend to vote in favor of the election of the
nominees.
The information presented below is as of March 9, 2011.
Nominees
for Election to our Board
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Philip B. Flynn
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Director since 2009
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Age: 53
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Mr. Flynn is President and Chief Executive Officer of
Associated since December 1, 2009. Prior to joining
Associated, he served as Vice Chairman and Chief Operating
Officer of Union Bank. During his nearly
30-year
career with Union Bank, he held a broad range of executive
positions, including chief credit officer and head of commercial
banking, specialized lending and wholesale banking. He served as
a member of Union Banks board of directors from 2004 to
2009. Mr. Flynns qualifications to serve as a
director of Associated, Chairman of the Corporate Development
Committee and a member of the Wealth Management and
Trust Committee include managing several different
functional areas throughout his career in commercial banking.
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John F. Bergstrom
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Director since 2010
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Age: 64
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John F. Bergstrom is Chairman and Chief Executive Officer of
Bergstrom Corporation of Neenah, Wisconsin, one of the top 50
largest automobile dealer groups in the United States.
Mr. Bergstrom serves as a director of Kimberly-Clark
Corporation, Wisconsin Energy Corporation and its wholly owned
subsidiary Wisconsin Electric Power Company, Advance Auto Parts,
and the Green Bay Packers, Inc. Mr. Bergstrom also served
as a director of Sensient Technologies Corp. (through April
2006), Banta Corporation (through January 2007) and Midwest
Air Group, Inc. (through June 2007). Mr. Bergstroms
qualifications to serve as a director of Associated include his
leadership experience as a chief executive officer of a
successful retail sales business and public company board
experience.
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Ruth M. Crowley
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Director since 2004
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Age: 51
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Ms. Crowley is a Principal of Innervisions Management, a
consulting practice specializing in the retail business with a
focus on brand development, marketing, merchandising, product
and consumer segmentation, customer experience and business
development in the U.S. and international markets since
August 2007. She was the President of Motorsports Authentics,
primary licensee designing and creating product for NASCAR
drivers and teams with oversight responsibility for retail and
wholesale businesses from March 2006 to August 2007. Previously,
she was Vice President and General Merchandise Manager for
Harley-Davidson from February 2000 through February 2006 with
total revenues just under $1 billion. From 1998 to 2000,
she was Senior Vice President with the Recreation Group of
Universal Studios in California (Universal Theme Parks). She has
held management positions in all sectors of the retail industry
for over 25 years. She currently serves as Vice Chairman of
the Board of Governors of the University of North Texas School
of Retail, Merchandising and Hospitality Management.
Ms. Crowleys qualifications to serve as director of
Associated and member of the Compensation and Benefits
Committee, the Risk and Credit Committee and the Nominating and
Search Committee include executive level experience and
responsibility for significant and diverse business models. Her
knowledge of the consumer business and experience in retail
operations, marketing and brand development adds depth to the
skills of the Board in retail strategy.
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Ronald R. Harder
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Director since 1991
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Age: 67
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Mr. Harder is presently retired. He served as the CEO of
Jewelers Mutual Insurance Company, Neenah, Wisconsin, from 2005
to 2007, the President and CEO from 1982 until 2005, and was an
officer since 1973. Jewelers Mutual Insurance Company is a
mutual insurance company providing insurance coverage nationwide
for jewelers in retail, wholesale, and manufacturing, as well as
personal jewelry insurance coverage for individuals.
Mr. Harder has served on several for-profit and non-profit
boards of directors. He utilizes skills developed through his
managerial experience over the course of his career in his
service as a senior executive. His qualifications to serve as a
director of Associated, Chairman of the Audit Committee and
member of the Wealth Management and Trust Committee include
serving as the CEO of Jewelers Mutual Insurance Company, one of
the largest specialty-line underwriters of this type in the U.S.
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William R. Hutchinson
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Director since 1994
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Age: 68
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Mr. Hutchinson is Chairman of the Board since December 2009
and was Lead Director from April 2009 to December 2009. He has
served as President of W. R. Hutchinson & Associates,
Inc., an energy industry consulting company, since April 2001.
Previously, he was Group Vice President, Mergers &
Acquisitions, of BP Amoco p.l.c. from January 1999 to April 2001
and held the positions of Vice President Financial
Operations, Treasurer, Controller, and Vice
President Mergers, Acquisitions &
Negotiations of Amoco Corporation, Chicago, Illinois, from 1981
through January 1999. Mr. Hutchinson also serves as an
independent director and Chairman of the Audit Committees of 22
closed-end funds in the Legg Mason Inc. Fund Complex.
Mr. Hutchinsons qualifications to serve as Chairman
of the Board of Directors of Associated, member of the Audit
Committee, the Corporate Development Committee, the Corporate
Governance Committee, and the Nominating and Search Committee
include executive level responsibility for the financial
operations of a large publicly traded company. He meets the
requirements of an audit committee financial expert.
Mr. Hutchinson has significant mergers and acquisitions
experience.
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Robert A. Jeffe
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Director since 2011
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Age: 60
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Through January 2011, Mr. Jeffe served as Chairman of the
Corporate Advisory Group in the Americas of Deutsche Bank
Securities Inc., and as a member of its Global Client Executive
Committee, where he
4
had served since November 2004. Prior to joining Deutsche Bank,
Mr. Jeffe served as Senior Vice President of Corporate
Business Development for General Electric Company from December
2001 to November 2004, and, during this time, he served as a
member of GE Capitals board of directors. Mr. Jeffe
has more than 35 years of investment banking experience
including positions at Morgan Stanley, Credit Suisse and Smith
Barney (now Citigroup). At these three firms, he served as
Managing Director, Head of Global Energy and Natural Resources
and a member of the Investment Banking Management Committee. In
addition, at Morgan Stanley, he served as Co-Head of Global
Corporate Finance. Mr. Jeffes qualifications to serve
as a director of Associated include his extensive investment
banking and corporate finance experience, as well as his
leadership roles at several large financial institutions.
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Eileen A. Kamerick
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Director since 2007
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Age: 52
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Ms. Kamerick is Managing Director and Chief Financial
Officer of Houlihan Lokey, an international investment bank,
since May 2010. From August 2008 to May 2010, she has served as
Senior Vice President, Chief Financial Officer and Chief
Legal Officer of Tecta America Corporation, the largest
commercial roofing company in the United States, with particular
expertise in solar installations and greenroofs. Prior to
joining Tecta America Corporation, she served as Executive Vice
President and Chief Financial Officer of BearingPoint, Inc., a
management and technology consulting firm from May 2008 to June
2008. On February 18, 2009, BearingPoint, Inc. filed for
bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York. Prior to joining
BearingPoint, Inc., she served as Executive Vice President,
Chief Financial Officer and Chief Administrative Officer of
Heidrick & Struggles International, Inc., an
international executive search and leadership consulting firm,
from June 2004 to May 2008. Ms. Kamerick served on the
board of directors of The ServiceMaster Company from 2005 to
2007. She currently serves on the board of directors of Westell
Technologies, Inc. Her qualifications to serve as a director of
Associated and a member of the Audit Committee, the Corporate
Development Committee, the Corporate Governance Committee and
the Nominating and Search Committee include her executive level
responsibilities for the financial operations of both public and
private companies, and she is a frequent law school lecturer on
corporate governance. She has formal training in law, finance
and accounting and meets the requirements of an audit committee
financial expert.
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Richard T. Lommen
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Director since 2004
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Age: 66
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Mr. Lommen is Chairman of the Board of Courtesy
Corporation, a McDonalds franchisee, located in
La Crosse, Wisconsin. Prior to that, he served as President
of Courtesy Corporation from 1968 to 2006. Mr. Lommen
served as Vice Chairman of the Board of First Federal Capital
Corp, which was acquired by Associated in October 2004, since
April 2002. His qualifications to serve as a director of
Associated, Chairman of the Compensation and Benefits Committee,
and a member of the Risk and Credit Committee include his
successful small business/franchise ownership, his experience in
all aspects of franchise ownership, particularly management and
instruction of retail employees, and marketing and sales to
consumers and his service as Vice Chairman of First Federal
Capital Corp.
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J. Douglas Quick
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Director since 1991
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Age: 64
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Mr. Quick has served as Chairman of Lakeside Foods, Inc.,
Manitowoc, Wisconsin, since July 2008, and prior to that time
served as Chairman and CEO of Lakeside Foods, Inc. from July
2007 to June 2008 and President and CEO of Lakeside Foods, Inc.
from 1986 to June 2007. Lakeside Foods, Inc. is a food processor
of a diverse line of food products sold throughout the United
States and the world. Mr. Quicks qualifications to
serve as a director of Associated, Chairman of the Corporate
Governance Committee, and a member of the Risk and Credit
Committee, and the Nominating and Search Committee include
22 years of executive leadership experience as CEO and as a
director of both public and private companies, including
Lakeside Foods, Inc., and non-profit organizations, as well as
an engineering
5
background and management experience in the areas of
manufacturing, strategic planning, mergers and acquisitions, and
international business.
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John C. Seramur
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Director since 1997
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Age: 68
|
Mr. Seramur is currently retired. He was President, CEO and
Chief Operating Officer of First Financial Corporation, a thrift
holding company that merged with Associated in 1997, and its
subsidiary, First Financial Bank, from 1966 to 1998. He has been
a director of Health Payment Systems, Inc. since 2008 and
currently serves as Chairman of the Board, has been a director
of Stars Design since 2007 and was a director of Vita Foods from
1999 to June 2007. His qualifications to serve as a director of
Associated, Chairman of the Risk and Credit Committee and
Chairman of the Wealth Management and Trust Committee
include serving as the CEO of First Financial Corporation. He
also served as Vice Chairman of Associated. He has experience
managing mergers and acquisitions.
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Karen T. Van Lith
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Director since 2004
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Age: 51
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Ms. Van Lith (formerly Beckwith) is a principal of MKB CEO,
LLC, a financial advisory and interim CEO services firm. She
also serves as a director of Xata Corporation, a publicly-traded
provider of fleet operations solutions to the transportation
industry, since April 2010. Ms. Van Lith was President and
CEO of Gelco Information Network, a privately held provider of
transaction and information processing systems to corporations
and government agencies, based in Eden Prairie, Minnesota, until
its sale to Concur Technologies in October 2007. She joined
Gelco in 1999 as the CFO of Gelco Information Network; she then
served as Chief Operating Officer of the companys Trade
Management Group, a division of Gelco Information Network, and
was named its President and CEO in 2001. Before joining Gelco,
she was with Ceridian Corp. for four years, most recently as
Senior Vice President for business development and integration
with Ceridian Employer Services. Ms. Van Lith served as a
director of CNS from 2003 to 2006. Her qualifications to serve
as a director of Associated and a member of the Audit Committee
and the Compensation and Benefits Committee include her
education in finance and accounting. She was a CPA, has
practiced with an international public accounting firm and has
served in various executive capacities. She meets the
requirements of an audit committee financial expert.
Director
Qualifications
Directors are responsible for overseeing Associateds
business consistent with their fiduciary duty to shareholders.
This significant responsibility requires highly-skilled
individuals with various qualities, attributes and professional
experience. The Board believes that there are general
requirements for service on Associateds Board of Directors
that are applicable to all directors and that there are other
skills and experience that should be represented on the Board as
a whole but not necessarily by each director. The Board and the
Corporate Governance Committee consider the qualifications of
directors and director candidates individually and in the
broader context of the Boards overall composition and
Associateds current and future needs.
In its assessment of each potential director candidate,
including those recommended by shareholders, the Corporate
Governance Committee considers the nominees judgment,
integrity, experience, independence, understanding of
Associateds business or other related industries and such
other factors the Corporate Governance Committee determines are
pertinent in light of the current needs of the Board. The
Corporate Governance Committee also takes into account the
ability of a director to devote the time and effort necessary to
fulfill his or her responsibilities to Associated.
The Board and the Corporate Governance Committee require that
each director be a person of high integrity with a proven record
of success in his or her field. Each director must demonstrate
innovative thinking, familiarity with and respect for corporate
governance requirements and practices, an appreciation of
multiple cultures and a commitment to sustainability and to
dealing responsibly with social issues. In addition to the
qualifications required of all directors, the Board conducts
interviews of
6
potential director candidates to assess intangible qualities
including the individuals ability to ask difficult
questions and, simultaneously, to work collegially.
The Board believes that the combination of the various
qualifications, skills and experiences of the 2011 director
nominees would contribute to an effective and well-functioning
Board. The Board and the Corporate Governance Committee believe
that, individually and as a whole, the directors possess the
necessary qualifications to provide effective oversight of the
business and quality advice and counsel to Associateds
management.
Recommendation
of the Board of Directors
The Board recommends that shareholders vote FOR the
election of Mses. Crowley, Kamerick and Van Lith and
Messrs. Flynn, Bergstrom, Harder, Hutchinson, Jeffe,
Lommen, Quick and Seramur to the Board of Directors.
Affirmative
Determinations Regarding Director Independence
Associateds Board has considered the independence of the
nominees for election at the Annual Meeting under the corporate
governance rules of the Nasdaq Stock Market
(NASDAQ). The Board has determined that all of the
nominees are independent under the NASDAQ corporate governance
rules, except for Mr. Flynn, President and CEO of
Associated. Mr. Flynn is not independent because of his
service as an executive officer of Associated and not due to any
other transactions or relationships.
INFORMATION
ABOUT THE BOARD OF DIRECTORS
Board
Committees and Meeting Attendance
In July 2010, all the directors of Associated Banc-Corp were
elected to the Board of its two principal operating
subsidiaries, Associated Bank, National Association (the
Bank) and Associated Trust Company, National
Association (the Trust Company). The directors
succeeded senior executives who had served as the Board of the
Bank and the Trust Company. The governance restructuring
established 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. When considered
holistically, the restructuring provides the governing body with
an enterprise view of the organization.
The Board held 12 meetings during 2010. Each of the current
directors who served on the Board during 2010 attended at least
85% of the total number of meetings of the Board and its
committees of which they were members. The Board convened an
executive session of its independent directors at all of its
regular board meetings held in 2010. The Board has adopted
Corporate Governance Guidelines, including a Code of Ethics for
Directors and Executive Officers, which can be found on
Associateds website at www.associatedbank.com under
About Us, Investor Relations,
Corporate Governance. We will describe on our
website amendments to or waivers from our Code of Ethics in
accordance with all applicable laws and regulations.
Associateds executive officers, as employees of
Associated, are also subject to the Employee Code of Conduct.
It is Associateds policy that all of Associateds
directors and nominees for election as directors at the Annual
Meeting attend the Annual Meeting except in cases of
extraordinary circumstances. All of the nominees for election at
the 2010 Annual Meeting of Shareholders were in attendance, with
the exception of Mr. Bergstrom, who was appointed to the
Board in December 2010 and Mr. Jeffe, who was appointed to
the Board in February 2011.
7
The following table lists the current members of each of the
committees and the number of meetings held by each committee
during 2010.
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Wealth
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Compensation
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Corporate
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Corporate
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Nominating
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Risk and
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Management
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Name
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Audit
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and Benefits
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Development
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Governance
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and Search
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Credit
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and Trust
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John F. Bergstrom
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Ruth M. Crowley
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X
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X
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Philip B. Flynn*
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Chair
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X
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Ronald R. Harder
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Chair
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X
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William R. Hutchinson(1)
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X
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X
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X
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X
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Eileen A. Kamerick(1)
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X
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X
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X
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X
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Robert A. Jeffe
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Richard T. Lommen
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Chair
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X
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J. Douglas Quick
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Chair
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Chair
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X
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John C. Seramur
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Chair
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Chair
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Karen T. Van Lith(1)
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X
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X
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Number of Meetings
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19
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10
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0
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7
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5
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12
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2
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*
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Management
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(1)
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Financial Expert
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The following summarizes the responsibilities of the various
committees. The committee charters can be found on
Associateds website at www.associatedbank.com under
About Us, Investor Relations,
Corporate Governance.
Audit
Committee
Under the terms of its charter, the Audit Committee of the Board
of Directors (the Audit Committee) reviews the
adequacy of internal accounting controls, reviews with the
independent registered public accounting firm its plan and
results of the audit engagement, reviews the scope and results
of procedures for internal auditing, reviews and approves the
general nature of audit services by the independent registered
public accounting firm, and reviews quarterly and annual
financial statements issued by Associated. The Audit Committee
has the sole authority to appoint or replace the independent
registered public accounting firm, subject to ratification by
the shareholders at the Annual Meeting. Both the internal
auditors and the independent registered accounting firm meet
periodically with the Audit Committee and have free access to
the Audit Committee at any time. The Audit Committee reviews and
enforces the Code of Ethics for Directors & Executive
Officers.
Compensation
and Benefits Committee
Under the terms of its charter, the functions of the
Compensation and Benefits Committee of the Board of Directors
(the Compensation and Benefits Committee) include,
among other duties directed by the Board, administration and
oversight of Associateds executive compensation and
employee benefit programs. The Compensation and Benefits
Committee also has responsibility for review and determination
of director compensation.
Corporate
Development Committee
Under the terms of its charter, the functions of the Corporate
Development Committee of the Board of Directors (the
Corporate Development Committee) include, among
other duties directed by the Board, reviewing and recommending
to the Board proposals for acquisition or expansion activities.
8
Corporate
Governance Committee
Under the terms of its charter, the functions of the Corporate
Governance Committee of the Board of Directors (the
Corporate Governance Committee) include corporate
governance oversight and review and recommendation for Board
approval of Board and committee charters. The Corporate
Governance Committee also reviews the structure and composition
of the Board, considers qualification requirements for continued
Board service, and recruits new director candidates.
Nominating
and Search Committee
The Nominating and Search Committee, established in 2009 as a
subcommittee of the Corporate Governance Committee (the
Nominating and Search Committee), focused on the
selection of our recently appointed independent directors,
Messrs. Bergstrom and Jeffe.
Risk and
Credit Committee
Under the terms of its charter, the primary responsibility of
the Risk and Credit Committee of the Board of Directors (the
Risk and Credit Committee) is oversight of credit,
interest rate and liquidity risks. The Risk and Credit Committee
also has oversight of operational, strategic, legal and
reputational risks. The Risk and Credit Committee relies on
management to establish appropriate policies, practices and
procedures.
Wealth
Management and Trust Committee
Under the terms of its charter, the primary responsibility of
the Wealth Management and Trust Committee of the Board of
Directors (the Wealth Management and
Trust Committee) is to supervise the
trust/fiduciary
activities of the Bank and the Trust Company to ensure the
proper exercise of its trust/fiduciary powers.
Separation
of Board Chairman and CEO
As reflected in our Corporate Governance Guidelines, while the
Board has no formal policy requiring the separation of the
positions of Chairman of the Board and Chief Executive Officer,
the Board acknowledges that such separation may be appropriate
under certain circumstances. Currently, the positions of
Chairman of the Board and Chief Executive Officer are separated.
The Board elected to separate these roles upon Mr. Flynn
joining Associated in December 2009 and because it determined
that Mr. Hutchinson, our former Lead Director, serving as
Chairman would enhance the effectiveness of the Board.
Additionally, the Board recognized that managing the Board in
the current economic environment is a particularly
time-intensive responsibility. Separating the roles allows
Mr. Flynn to focus solely on his duties as the Chief
Executive Officer which better serves Associated. Separation of
these roles also promotes risk management, enhances the
independence of the Board from management and mitigates any
potential conflicts of interest between the Board and management.
Board
Diversity
The Corporate Governance Committee considers attributes of
diversity as outlined in the Corporate Governance Committee
Charter when considering director nominees. While these
attributes are considered on an ongoing basis for the Board as
constituted, they are particularly considered in the recruitment
and deliberation regarding new nominees. The Corporate
Governance Committee Charter sets forth desired diversity
characteristics for Board member experience and competencies.
The Corporate Governance Committee believes that
Associateds best interests are served by maintaining a
diverse and active Board membership with members who are
willing, able and well-situated to provide insight into current
business conditions, opportunities and risks. The
outside perspectives of the Board
9
members are key factors in contributing to our success. The
following diversity principles were initially implemented and
have been in place since April 2003 and are set forth in the
Corporate Governance Committee Charter:
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The number of directors should be maintained at
10-12 persons
with the flexibility to expand, if required, to support
acquisitions or mergers.
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Geographic diversity, as it relates to the markets Associated
serves.
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Industry representation, including a mix and balance of
manufacturing, service, public and private company experience.
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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.
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Racial, ethnic, and gender diversity.
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A majority of the members of the Board shall be
independent directors as defined by applicable law,
including the rules and regulations of the Securities and
Exchange Commission and the rules of NASDAQ.
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The Corporate Governance Committee has periodically assessed the
effectiveness of the principles set forth above, most recently
in connection with its activities in preparation for the 2011
Annual Meeting of Shareholders. In light of the current
Boards representation of diverse industry, background,
communities within Associateds markets, professional
expertise and gender diversity, the Corporate Governance
Committee believes that Associated has effectively implemented
these principles.
Director
Nominee Recommendations
The Corporate Governance Committee will consider any nominee
recommended by a shareholder in accordance with this section
under the same criteria as any other potential nominee. The
Corporate Governance Committee believes that a nominee
recommended for a position on the Board must have an appropriate
mix of director characteristics, experience, diverse
perspectives, and skills. Qualifications for nomination as a
director can be found in the Corporate Governance Committee
Charter. At a minimum, the core competencies should include
accounting or finance experience, market familiarity, business
or management experience, industry knowledge, customer-base
experience or perspective, crisis response, leadership,
and/or
strategic planning.
A shareholder who wishes to recommend a person or persons for
consideration as a nominee for election to the Board must send a
written notice by mail,
c/o Corporate
Secretary, Associated Banc-Corp, 1200 Hansen Road, Green Bay,
Wisconsin 54304, that sets forth (1) the name, age, address
(business and residence) and principal occupation or employment
(present and for the past five years) of each person whom the
shareholder proposes to be considered as a nominee; (2) the
number of shares of Associated beneficially owned (as defined by
Section 13(d) of the Exchange Act) and any other ownership
interest in the shares of Associated, whether economic or
otherwise, including derivatives and hedges, by each such
proposed nominee; (3) any other information regarding such
proposed nominee that would be required to be disclosed in a
definitive proxy statement to shareholders prepared in
connection with an election of directors pursuant to
Section 14(a) of the Exchange Act; and (4) the name
and address (business and residential) of the shareholder making
the recommendation and the number of shares of Associated
beneficially owned (as defined by Section 13(d) of the
Exchange Act) and any other ownership interest in
10
the shares of Associated, whether economic or otherwise,
including derivatives and hedges, by the shareholder making the
recommendation. Associated may require any proposed nominee to
furnish additional information as may be reasonably required to
determine the qualifications of such proposed nominee to serve
as a director of Associated.
Communications
between Shareholders and the Board of Directors
Associateds Board provides a process for shareholders to
send communications to the Board or any of the directors.
Shareholders may send written communications to the Board or any
one or more of the individual directors by mail,
c/o Corporate
Secretary, Associated Banc-Corp, 1200 Hansen Road,
Green Bay, Wisconsin 54304, or by
e-mail to
shareholders@associatedbank.com. All communications will be
compiled by Associateds Corporate Secretary and submitted
to the Board or the individual directors on a regular basis
unless such communications are considered, in the reasonable
judgment of the Corporate Secretary, to be improper for
submission to the intended recipient(s). Examples of shareholder
communications that would be considered improper for submission
include, without limitation, customer complaints, solicitations,
communications that do not relate directly or indirectly to
Associated or Associateds business, or communications that
relate to improper or irrelevant topics.
Compensation
and Benefits Committee Interlocks and Insider
Participation
There are no Compensation and Benefits Committee interlocking
relationships, as defined by the rules adopted by the Securities
and Exchange Commission, and no Associated officer or employee
is a member of the Compensation and Benefits Committee.
INFORMATION
ABOUT THE EXECUTIVE OFFICERS
The following is a list of names and ages of executive officers
of Associated indicating all positions and offices held by each
such person and each such persons principal occupation(s)
or employment during the past five years. Officers are appointed
annually by the Board of Directors at the meeting of directors
immediately following the annual meeting of shareholders. There
are no family relationships among these officers, nor any
arrangement or understanding between any officer and any other
person pursuant to which the officer was selected. No person
other than those listed below has been chosen to become an
executive officer of Associated. The information presented below
is as of March 9, 2011.
Brian R. Bodager serves as Executive Vice President,
Chief Administrative Officer, General Counsel, and Corporate
Secretary of Associated and Associated Bank, National
Association and Executive Vice President and Secretary of
Associated Trust Company, National Association, a wholly
owned subsidiary of Associated Bank, National Association. He is
also a director of the following subsidiaries and affiliates of
Associated: Associated Financial Group, LLC; Associated
Investment Services, Inc.; Associated Wisconsin Investment
Corp.; Associated Minnesota Investment Corp.; Associated
Illinois Investment Corp.; Associated Wisconsin Real Estate
Corp.; Associated Minnesota Real Estate Corp.; Associated
Illinois Real Estate Corp.; Employers Advisory
Association, Inc.; Financial Resource Management Group, Inc.;
First Enterprises, Inc.; First Reinsurance, Inc.; Banc Life
Insurance Corporation; Associated Mortgage Reinsurance, Inc.;
Associated Risk Group, LLC; Associated Banc-Corp Founders
Scholarship Fund; and Associated Banc-Corp Foundation. He was
first elected an executive officer of Associated on
July 22, 1992. Age: 55.
Oliver Buechse serves as Executive Vice President, Chief
Strategy Officer of Associated and Associated Bank, National
Association. He is also a director of Associated Banc-Corp
Foundation. From February 2004 to January 2010, he was Senior
Vice President, Strategy and Special Projects at
San Francisco-based Union Bank, and from January 2009 to
January 2010, he also served as Senior Vice President, North
American Vision and Portfolio Strategy for Bank of
Tokyo Mitsubishi UFG. He began his
11
career at McKinsey & Company, working in the U.S.,
Germany, and Austria. He was first elected an executive officer
of Associated on February 15, 2010. Age: 42.
Judith M. Docter serves as Executive Vice President,
Director, Human Resources, of Associated and Associated Bank,
National Association. She is a director of Associated Financial
Group, LLC. She was Senior Vice President, Director of
Organizational Development, for Associated from May 2002 to
November 2005. From March 1992 to May 2002, she served as
Director of Human Resources for Associated Bank, National
Association, Fox Valley Region and Wealth Management. She was
first elected an executive officer of Associated on
November 10, 2005. Age: 49.
Breck Hanson serves as Executive Vice President, Head of
Commercial Real Estate. He is also a director of Associated
Banc-Corp Foundation. He has more than 30 years of banking
experience, including over 20 years of leadership
responsibility within the CRE segment. Most recently, he was
Executive Vice President, Commercial Real Estate with Bank of
America, where he was responsible for all levels of business in
the Midwest CRE Group, which included 370 employees and 7
CRE business lines. He spent over two decades in CRE leadership
roles with LaSalle Bank prior to its merger with Bank of
America. He was first elected an executive officer of Associated
on October 26, 2010. Age: 62.
Scott S. Hickey serves as Executive Vice President, Chief
Credit Officer of Associated and Associated Bank, National
Association. From August 1985 to October 2008, Mr. Hickey held a
number of leadership positions at U.S. Bank, N.A. and in 2008
was Executive Vice President and Chief Approval Officer. He was
first elected an executive officer of Associated on
October 23, 2008. Age: 55.
Timothy J. Lau serves as Executive Vice President, Head
of Wealth Management for Associated Banc-Corp and Associated
Bank, National Association. He is President of Associated
Trust Company, National Association and oversees
Associateds Private Banking, Trust and Investment
Services. He is also a director of Associated Banc-Corp
Foundation, Associated Investment Services, Inc. and Riverside
Finance, Inc. He joined Associated in 1989 and has held a number
of senior management positions in Consumer and Small Business
Banking, Residential Lending, and Commercial Banking. He was
first elected an executive officer of Associated on
December 1, 2010. Age: 47.
Mark J. McMullen serves as Vice Chairman of Associated
Bank, National Association since December 1, 2010, and was
previously Executive Vice President, Director, Wealth
Management, of Associated and Associated Bank, National
Association. He is a director of Associated Investment Services,
Inc. and Associated Banc-Corp Foundation. He was also Chairman
and CEO of Associated Trust Company, National Association,
Chairman of Associated Investment Services, Inc. and Associated
Financial Group, LLC, and a director of ASBC Investment Corp. (a
subsidiary of Associated Bank, National Association). He was
first elected an officer of Associated on June 2, 1981, and
an executive officer of Associated on April 25, 2001. Age:
62.
Arthur E. Olsen, III serves as Executive Vice
President, General Auditor, of Associated. He was first elected
an executive officer of Associated on July 28, 1993. Age:
59.
Mark D. Quinlan serves as Executive Vice President and
Chief Information Officer, Director of Operations and
Technology, of Associated and Associated Bank, National
Association. From November 2004 to November 2005,
Mr. Quinlan served as a consultant to Sky Financial Group,
an Ohio bank holding company, as the interim Chief Technology
Officer. He was Chief Information Officer for Charter One Bank,
N.A., from September 2003 to September 2004. He was first
elected an executive officer of Associated on November 10,
2005. Age: 50.
Mark G. Sander serves as Executive Vice President,
Commercial Banking of Associated and Associated Bank, National
Association. He is Chairman of Associated Financial Group, LLC
and a director of Associated Banc-Corp Foundation. Prior to
joining Associated, Mr. Sander was Head of the Midwest
Region in Commercial Banking at Bank of America from October
2007 to February 2009. From 1980 to 2007, Mr. Sander held a
number of leadership positions in commercial banking at LaSalle
Bank, N.A.
12
and its parent, ABN AMRO Bank, N.V., including Corporate
Executive Vice President. He was first elected an executive
officer on August 31, 2009. Age: 52.
Joseph B. Selner serves as Executive Vice President,
Chief Financial Officer (CFO), of Associated and
Associated Bank, National Association. He is a director of
Associated Investment Services, Inc.; ASBC Investment Corp.;
Associated Wisconsin Real Estate Corp.; Associated Minnesota
Real Estate Corp.; Associated Illinois Real Estate Corp.; First
Enterprises, Inc.; First Reinsurance, Inc.; Banc Life Insurance
Corporation; Associated Banc-Corp Founders Scholarship Fund; and
Associated Banc-Corp Foundation. He was first elected an
executive officer of Associated on January 25, 1978. Age:
64.
David L. Stein serves as Executive Vice President,
Director of Retail Banking. He is Chairman of Associated
Investment Services, Inc. and a director of Associated Financial
Group, LLC, Riverside Finance, Inc. and Associated Banc-Corp
Foundation. He was the President of the Southwest Central Region
of Associated Bank, National Association, between January 2005
and June 2007. He held various positions with
J.P. Morgan Chase & Co., and one of its
predecessors, Bank One Corp, from August 1989 until joining
Associated in January 2005. He was first elected an executive
officer of Associated on June 19, 2007. Age: 47.
13
STOCK
OWNERSHIP
Security
Ownership of Beneficial Owners
The following table presents information regarding the
beneficial ownership of our common stock with respect to each
person who, to our knowledge, was the beneficial owner of 5% or
more of our outstanding common stock as reflected on
Schedule 13G/A filings in February 2011 reporting holdings
as of December 31, 2010.
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Amount and Nature
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of Beneficial
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Percent
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Name and Address
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Ownership(1)(2)
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of Class
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FMR LLC
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25,940,211
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14.97
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%
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82 Devonshire Street
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Boston, MA 02109
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RS Investment Management Co, LLC
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15,420,738
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8.90
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%
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338 Market Street Suite 1700
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San Francisco, CA 94111
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Blackrock, Inc.
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10,082,485
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5.82
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%
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40 East 52nd Street
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New York, NY 10022
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(1)
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Shares are deemed to be
beneficially owned by a person if such person,
directly or indirectly, has or shares (a) the voting power
thereof, including the power to vote or to direct the voting of
such shares, or (b) the investment power with respect
thereto, including the power to dispose or direct the
disposition of such shares. In addition, a person is deemed to
beneficially own any shares of which such person has the right
to acquire beneficial ownership within 60 days.
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(2)
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In its capacity as fiduciary, the
beneficial holder exercises voting power where authority has
been granted. In other instances, the beneficial holder solicits
voting preferences from the beneficiaries. In the event
responses are not received as to voting preferences, the shares
will not be voted in favor of or against the proposals.
|
14
Security
Ownership of Directors and Management
Listed below is information as of the Record Date concerning
beneficial ownership of Common Stock for each director and Named
Executive Officer (defined below) and by directors and executive
officers as a group, and is based in part on information
received from the respective persons and in part from the
records of Associated.
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Amount and Nature
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|
|
|
of Beneficial
|
|
|
Shares Issuable
|
|
|
Percent
|
|
Name of Beneficial Owner
|
|
Ownership(1)
|
|
|
Within 60 Days(2)
|
|
|
of Class
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip B. Flynn
|
|
|
307,513
|
|
|
|
0
|
|
|
|
*
|
|
John F. Bergstrom
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Ruth M. Crowley
|
|
|
3,260
|
|
|
|
0
|
|
|
|
*
|
|
Ronald R. Harder
|
|
|
19,998
|
|
|
|
0
|
|
|
|
*
|
|
William R. Hutchinson
|
|
|
92,715
|
|
|
|
3,502
|
|
|
|
*
|
|
Robert A. Jeffe
|
|
|
17,000
|
|
|
|
0
|
|
|
|
*
|
|
Eileen A. Kamerick
|
|
|
4,500
|
|
|
|
0
|
|
|
|
*
|
|
Richard T. Lommen
|
|
|
172,138
|
|
|
|
8,382
|
|
|
|
*
|
|
J. Douglas Quick
|
|
|
59,595
|
|
|
|
3,300
|
|
|
|
*
|
|
John C. Seramur
|
|
|
274,665
|
|
|
|
3,300
|
|
|
|
*
|
|
Karen T. Van Lith
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Selner
|
|
|
502,737
|
|
|
|
262,294
|
|
|
|
*
|
|
Mark G. Sander
|
|
|
93,302
|
|
|
|
13,050
|
|
|
|
*
|
|
Mark J. McMullen
|
|
|
427,881
|
|
|
|
235,624
|
|
|
|
*
|
|
Scott S. Hickey
|
|
|
114,030
|
|
|
|
33,500
|
|
|
|
*
|
|
All Directors and Executive Officers as a group (23 persons)
|
|
|
3,239,566
|
|
|
|
1,154,569
|
|
|
|
1.86
|
%
|
|
|
|
*
|
|
Denotes percentage is less than 1%.
|
|
(1)
|
|
Beneficial ownership includes
shares with voting and investment power held by those persons
whose names are listed above or by their spouses or trusts. Some
shares may be owned in joint tenancy, by a spouse, or in the
name of a trust or by minor children. Shares include shares
issuable within 60 days of the Record Date and vested and
unvested service-based restricted stock.
|
|
(2)
|
|
Shares subject to options
exercisable within 60 days of the Record Date.
|
Stock
Ownership Guidelines
Associated has established guidelines for the ownership of
Associated common stock by its senior executives. See
Executive Compensation Compensation
Discussion and Analysis Security Ownership
Guidelines.
Associated has established stock ownership guidelines for the
Board (the Director Stock Ownership Guidelines). The
Director Stock Ownership Guidelines provide that each
independent member of the Board shall own the value of stock
equal to five times the annual amount contributed by Associated
on the directors behalf into the Associated Banc-Corp
Directors Deferred Compensation Plan (currently $200,000).
Directors are required to attain such stock ownership goal by
the later of July 26, 2011, or five years from the date on
which they first were appointed to the Board. Balances in the
Directors Deferred Compensation Plan count toward satisfying
this requirement. All our directors are in compliance with the
stock ownership guidelines, except that Mr. Bergstrom has
until December 2015 to be in compliance.
Directors
Deferred Compensation Plan
In addition to the beneficial ownership set forth in the
Security Ownership of Directors and Management table above, the
following non-employee directors have an account with the
balances in phantom stock
15
set forth below in the Directors Deferred Compensation
Plan. The dollar balances in these accounts are also expressed
daily in units of common stock of Associated based on its daily
closing price. The balances are counted by Associated toward the
non-employee director holding requirements under the Director
Stock Ownership Guidelines. The units are nonvoting. See
Director Compensation Directors Deferred
Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equivalent Number
|
|
|
|
Account Balance at
|
|
|
of Associated
|
|
Director
|
|
the Record Date
|
|
|
Common Shares(1)
|
|
|
John F. Bergstrom
|
|
$
|
0
|
|
|
|
0
|
|
Ruth M. Crowley
|
|
$
|
199,073
|
|
|
|
13,863
|
|
Ronald R. Harder
|
|
$
|
175,340
|
|
|
|
12,210
|
|
William R. Hutchinson
|
|
$
|
195,245
|
|
|
|
13,596
|
|
Robert A. Jeffe
|
|
$
|
0
|
|
|
|
0
|
|
Eileen A. Kamerick
|
|
$
|
200,986
|
|
|
|
13,996
|
|
Richard T. Lommen
|
|
$
|
393,473
|
|
|
|
27,401
|
|
J. Douglas Quick
|
|
$
|
195,245
|
|
|
|
13,596
|
|
John C. Seramur
|
|
$
|
140,327
|
|
|
|
9,772
|
|
Karen T. Van Lith
|
|
$
|
175,340
|
|
|
|
12,210
|
|
|
|
|
(1)
|
|
Based on the closing price of
$14.36 of Associated common stock on the Record Date.
|
16
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Associateds 2010 Performance and Compensation
Methodology
2010 was a year of significant accomplishment for
Associated including its return to profitability during the
second half of 2010. Associated strengthened its balance sheet
and positioned its core businesses for future growth by
enhancing its capital position with a $500 million common
stock offering, the bulk sale or individual resolution of
nonaccrual loans in an aggregate principal amount of nearly
$600 million and through the development and evaluation of
strategic initiatives. Associated also experienced a substantial
reduction in the level of potential problem and past due loans
leading to an improvement in loan portfolio metrics. The
strategic initiatives include the recruitment of additional
talent and the realignment of existing business lines to enhance
revenue opportunities for Associated. Associated believes that
these ongoing investments will strengthen its core businesses
and position Associated for the future.
The overall methodology utilized by Associateds
Compensation and Benefits Committee (the Committee)
of the Board of Directors to establish total compensation for
Associateds Named Executive Officers (NEOs)
for 2010 was as follows:
|
|
|
|
|
Continue to target competitive market pay levels that
approximate the median of the competitive market.
|
|
|
|
Provide a 3.5% base cash salary increase to the NEOs, other than
the CEO who received no increase. NEOs had been subject to a
salary freeze in 2009 and did not receive any merit or salary
adjustments. Given the short tenure of the CEO, a merit-based
approach based on the CEOs assessment and recommendation
was not feasible for the NEOs salary reviews.
|
|
|
|
Base total target compensation on market competitive
positioning, but subject to a discount of up to 20% for all
NEOs, except the Chief Financial Officer, to recognize the
reduction of variability in the incentive pay. The Chief
Financial Officers target total compensation was below the
targeted market and, therefore, no discount was applied.
|
|
|
|
Eliminate, consistent with Troubled Asset Relief Program
(TARP) requirements, the NEOs participation,
beginning in 2009, in the Performance Incentive Plan and the
Cash Incentive Compensation Plan which reduced all
participants earning potential under such plans beginning
in 2009 and for future years.
|
|
|
|
Once the Committee had established the total compensation target
for each NEO, compensation was then structured in three
components:
|
|
|
|
|
|
Base cash salary;
|
|
|
|
Up to one-third in long-term restricted stock with vesting
restrictions tied to TARP repayment and a minimum two-year
vesting schedule; and
|
|
|
|
The balance of target total compensation delivered in salary
shares with transfer restrictions.
|
Nature
and Structure of Compensation Administration
The Committee is responsible for approving compensation of the
NEOs. The Committee consisted of Ms. Crowley, John C. Meng
(Chairman), and Mr. Seramur until July 26, 2010, when
Mr. Meng retired from the Board of Directors. At the
July 27, 2010 Board of Directors meeting, Mr. Lommen
was named Chairman of the Committee and Ms. Van Lith joined
the Committee. Mr. Seramur rotated to the newly-formed
Wealth Management and Trust Committee. The Committee sets
the strategic direction for Associateds executive
compensation policies and programs and helps ensure
managements execution and compliance with that strategic
direction. It also oversees the design and structure of certain
compensation and benefit arrangements described in this Proxy
Statement. It sets the compensation of the Chief Executive
Officer (the CEO) and, with input from the CEO,
establishes compensation for
17
the other NEOs. The Committee also has responsibility for
reviewing and assessing risk within Associateds incentive
compensation programs, ensuring that such programs do not
encourage unnecessary and excessive risk-taking that threatens
the value of Associated or the manipulation of reported earnings.
The Committee has the sole authority to hire outside
compensation consultants to advise it on the structure and
amount of compensation of the executive officers and Board of
Directors of Associated. The Committee engaged Towers, Perrin,
Forster & Crosby, Inc., now known as Towers Watson
(Towers) in October 2009 to advise it on the
compensation structure of Associateds then incoming CEO
and executive compensation for 2010. In October 2010, the
Committee engaged Pay Governance LLC (Pay
Governance) to advise it on executive compensation for
2011. The Committee retained Pay Governance because it believed,
in light of evolving governance best practices, that it was best
served by a compensation consultant, such as Pay Governance,
that provides no services to Associated other than executive
compensation consulting. The compensation consultant performs
services reporting directly to the Committee. The Committee has
established procedures that it considers adequate to ensure that
the compensation consultants advice to the Committee
remains objective and is not influenced by Associateds
management. These procedures with Pay Governance include: a
direct reporting relationship of the compensation consultant to
the Committee; a provision in the Committees engagement
letter with the compensation consultant specifying the nature of
the work to be conducted and the role that management may play
in that work; and an annual update to the Committee on the
compensation consultants financial relationship with
Associated, including a summary of the work performed for
Associated during the preceding 12 months. Pay Governance
provides no consulting services to Associated other than its
engagement by the Committee.
Towers prepared and presented reports to the Committee for
purposes of assisting the Committee in making compensation
decisions with respect to awards under the 2009 annual incentive
plans, 2010 incentive compensation plans and base salaries and
equity awards, as well as the assessment of risks of all
incentive plans. Pay Governance prepared and presented reports
to the Committee for purposes of advising the Committee on the
structure of compensation for the executive officers and Board
of Directors of Associated, and the fourth quarter 2010
assessment by Towers of risks of all incentive plans.
As part of the annual compensation review process, management,
in particular the CEO and the Director of Human Resources,
interacts with the compensation consultant and the Committee
providing information, including the current compensation
structure and details regarding executive compensation,
assessments of executive performance, and descriptions of the
job responsibilities of executive officers. The CEO typically
presents recommendations to the Committee for compensation
decisions for the NEOs other than himself. The Director of Human
Resources, in conjunction with the compensation consultant,
presents all of the pertinent compensation information for the
CEO to the Committee, and the Committee makes its decisions for
CEO compensation in an executive session without the CEO
present. The Board of Directors hired a new CEO, Mr. Flynn,
in December 2009 and the compensation of the CEO was established
under an employment agreement.
Compensation
Compliance Under the Troubled Asset Relief Program
In November 2008, as part of the United States Department of the
Treasurys (the UST) Capital Purchase Program
(the CPP) under the TARP, Associated voluntarily
sold shares of its Fixed Rate Cumulative Perpetual Preferred
Stock, Series A (the Senior Preferred Stock)
and related warrants to purchase its common stock to the UST for
total proceeds of $525 million.
During the period in which any obligation under TARP is
outstanding, excluding the period when the UST only holds
warrants (the Restricted Period), Associated
employee benefit plans and other executive compensation
arrangements for its senior executive officers, who are
currently the NEOs, and certain other highly compensated
employees of Associated, must comply with Section 111 of
the Emergency Economic Stabilization Act of 2008, as amended by
the American Recovery and Reinvestment Act of 2009 (collectively
EESA), which became effective February 17,
2009, and the Interim
18
Final Rule on TARP Standards for Compensation and Corporate
Governance that was issued by the UST in June 2009.
The Interim Final Rule imposed restrictions on Associateds
compensation of senior executive officers and certain other
highly compensated employees. The Interim Final Rule prohibited
certain components of Associateds compensation program as
it existed in February 2009 applicable to senior executive
officers of Associated, including:
|
|
|
|
|
payment or accrual of annual and long-term incentive
compensation;
|
|
|
|
granting of stock options; and
|
|
|
|
separation compensation, including separation benefits under
Associateds general severance policy applicable to all
employees and its change of control plan.
|
Under the Interim Final Rule, the types of compensation
available to Associated for compensating the senior executive
officers are cash salary, salary paid in shares of Associated
common stock and grants of restricted stock, subject to annual
limitations on amount and vesting.
EESA requires Associated to place limits on compensation to
prevent the NEOs from taking unnecessary and excessive risks
that threaten the value of Associated during the Restricted
Period. EESA further requires the Committee to meet at least
semi-annually with Associateds senior risk officers to
review the relationship between Associateds risk
management policies and the NEOs incentive arrangements.
The Committee must also certify that it has completed the
foregoing reviews in the proxy statement. The Committee
conducted its semi-annual reviews of incentive compensation in
July 2010 and December 2010 with members of Associateds
Executive Risk Committee, and business executives responsible
for the design and implementation of incentive plans.
Associateds Executive Risk Committee is composed of the
CEO, the CFO, the Chief Credit Officer, the Chief Administrative
Officer and General Counsel, and the Chief Information Officer.
The Committee also engaged Towers during 2010 to provide a third
party review of all of Associateds incentive plans and
engaged Pay Governance to review the Towers reports with the
Committee. Towers affirmed that there was no unnecessary or
excessive risk in Associateds incentive plans, and that
those same plans did not incent the manipulation of earnings.
Pay Governance reviewed Towers methodology, affirming it
satisfied the requirements under TARP, and affirmed that the
conclusions Towers reached under that process identified no
unnecessary or excessive risk in the incentive plans nor the
incentive to manipulate earnings.
Each of the NEOs (other than Mr. Flynn and Mr. Sander,
whose compensation arrangements were structured to be in
compliance with Section 111 of EESA) executed a waiver and
entered into a TARP Capital Purchase Program Compliance,
Amendment and Consent Agreement with Associated for the purpose
of amending each NEOs compensation, bonus, incentive and
other benefit plans, arrangements and agreements in order to
comply with executive compensation and limitations of
Section 111 of EESA.
Compensation
Policies for Employees Affecting Risk and Risk
Management
As described above in connection with Associateds
compliance under EESA, following reviews with Associateds
Executive Risk Committee, and business executives responsible
for the design, and implementation of incentive plans and the
reviews of Towers and Pay Governance, the Committee determined
that its compensation plans do not encourage its senior
executive officers or employees to take unnecessary and
excessive risks that threaten the value of Associated, nor do
such plans encourage behavior focused on short-term results to
the detriment of long-term value creation. The Committee has
ensured that these plans do not encourage the manipulation of
reported earnings of Associated to enhance the compensation of
any of Associateds employees. Through this process, the
Committee also determined that none of Associateds
compensation policies or practices for its employees is
reasonably likely to have a material adverse effect on
Associated.
19
Objectives
of the Compensation Program
The objectives of the compensation program are to provide a
balanced, competitive total compensation program aligned with
several goals. These goals include the ability to attract,
retain and motivate high-quality executives, reward individual
actions and behaviors that support Associateds mission,
business strategies and performance-based culture, without
incenting unnecessary and excessive risk; and maintain a total
compensation program that reflects the performance of Associated
while targeting compensation within competitive market ranges.
The compensation program, as modified for compliance with the
limitations under TARP, for the NEOs includes:
|
|
|
|
|
annual base salary paid in cash;
|
|
|
|
salary paid in salary shares;
|
|
|
|
restricted stock awards;
|
|
|
|
pension benefits; and
|
|
|
|
limited perquisites.
|
Adopting this compensation structure has shifted the pay mix of
target compensation for the NEOs to a higher concentration on
equity, which continues to align executive compensation with the
interests of shareholders, compared to cash salary and annual
cash bonus as illustrated in the tables below:
|
|
|
|
|
|
|
|
|
|
|
Under TARP Percentage of
|
|
|
|
|
Compensation Element
|
|
Total Compensation(1)
|
|
|
|
|
|
CEO
|
|
|
|
|
|
|
|
|
Cash
|
|
|
26
|
%
|
|
|
|
|
Equity
|
|
|
74
|
%
|
|
|
|
|
Other NEOs
|
|
|
|
|
|
|
|
|
Cash
|
|
|
38
|
%
|
|
|
|
|
Equity
|
|
|
62
|
%
|
|
|
|
|
|
|
|
(1)
|
|
Percentages calculated based on
the total of salary and stock awards compensation reported in
the Summary Compensation Table and reflect salary shares being
treated as equity because of the restrictions on transfer.
|
Associateds objective is to set target total compensation
for executive officers generally near the median level for
executives having comparable responsibility for financial
institutions of comparable asset size. This objective is
important because Associated competes with financial
institutions for the services of its executives and compares its
financial performance to those institutions. As recruitment of
new employees occurs it is not uncommon for their total
compensation to be targeted above median to attract currently
employed, high performing employees to join a new organization.
Associated utilizes multiple reference points in benchmarking
compensation. First, Associated utilizes a peer group of 18
publicly-traded bank holding
companies1,
six of which are in the NASDAQ bank index, that ranged in asset
size as of third quarter 2009 from $12 billion to
$69 billion and are engaged in similar lines of business as
Associated. The median size of the companies in this group was
$18 billion in assets compared to Associateds
$22 billion in assets, based upon third quarter 2009 data.
Associated management and the Committee, in conjunction with
Towers, provided input as to the constituents of this peer
group. The peer group, updated in December 2008, was used to
determine pay level
|
|
|
|
|
BancorpSouth Inc.
|
|
Cullen/Frost Bankers Inc.
|
|
The South Financial Group Inc.
|
BOK Financial Corporation
|
|
First Horizon National Corporation
|
|
Synovus Financial Corp
|
Citizens Republic Bancorp
|
|
Fulton Financial Corporation
|
|
TCF Financial Corporation
|
City National Corporation
|
|
Huntington Bancshares Incorporated
|
|
Valley National Bancorp
|
Comerica Incorporated
|
|
M & T Bank Corporation
|
|
Webster Financial Corp.
|
Commerce Bancshares, Inc.
|
|
Marshall & Ilsley Corporation
|
|
Zions Bancorporation
|
20
adjustments in February 2010. This peer group is used for
comparison of compensation levels for the NEOs and for comparing
Associateds business performance to demonstrate
pay-for-performance
and other pay practices. However, competitive compensation
levels developed by Towers in advising the Committee also took
into account additional reference points based upon the results
of several compensation surveys and a peer group analysis.
Comparisons were made by Towers to the 25th, 50th and
75th percentiles of these multiple market reference points.
In addition to proxy-reported data of the peer group companies,
compensation data for 2010 was gathered from the Towers 2009
Executive Financial Services Survey (over 124 companies),
separately the 29 retail banks included in that survey, and the
peer group companies participating in the survey. In gathering
the data, Towers advised that the additional comparisons, beyond
the 18 comparator publicly-traded bank holding companies,
provided broader perspective in which to appropriately compare
compensation. Survey data provide the ability to account for
differences in corporate size, business lines, date of data
collection, and executive position responsibilities.
Incentive compensation is limited by Associated under the TARP
interim final rules to restricted stock. Long-term incentive
compensation is intended to directly relate a portion of the
executive officers compensation to stock price performance
as experienced by Associateds shareholders, enhance
retention of key executives, build ownership of Associated
stock, and align compensation with stock performance over a
multi-year period.
Associated uses established stock ownership guidelines for the
NEOs and other key executives. The purpose of the guidelines is
to ensure Associateds senior executives own a portion of
Associated stock to align business decisions with long term
shareholder value.
Associateds retirement program, which includes the
Retirement Account Plan (RAP), the Associated
Banc-Corp 401(k) and Employee Stock Ownership Plan (the
401(k) Plan) and the Supplemental Executive
Retirement Plan (the SERP), provides post-retirement
income to the NEOs.
The limited perquisites offered during employment, described
under Perquisites below, complete the competitive
total compensation program.
Elements
of 2010 Executive Compensation
The Committee established 2010 compensation in January 2010 in
compliance with the limitations imposed under TARP, which were
effective in February 2009 and implemented by the Interim Final
Rule in June 2009, with respect to Associateds NEOs and
its next twenty most highly compensated employees. The
discussion below relates to the Committees decisions on
2010 compensation.
Short
Term
Base Salary. In order to reward
performance and to enable Associated to attract and retain the
top talent needed to manage and expand its business,
Associateds objective is to pay a base salary that is
competitive with the median of the competitive market data
reviewed. Base salary is set each year taking into account
market compensation data, the compensation consultants
recommendations, as well as the performance level of the
executive and the competency level demonstrated in the past.
Changes in base salary are based on the external market and
individual performance and are typically effective in the first
quarter of each year. For 2009, the Committee did not approve
any increase in base salaries from 2008 levels for the NEOs.
Effective February 15, 2010, the Committee approved a base
cash salary increase of 3.5% for each of the NEOs, with the
exception of Mr. Flynn whose terms of employment had been
recently agreed to through December 31, 2011. The Committee
made the decision to award a base cash salary increase versus a
merit increase as Mr. Flynn had only recently joined
Associated and was not yet in a position to accurately evaluate
the performance of each executive in order to make a
recommendation to the Committee. The amount was determined based
upon competitive information gathered through general industry
salary increase surveys and the compensation consultants
experience.
21
Annual Incentive Bonus. None of the
NEOs or the next 20 most-highly compensated employees for 2010
were eligible for or received any bonus with respect to 2010
performance, consistent with TARP-imposed limitations.
Long
Term
Overview
Prior to the limitations imposed under TARP, long-term incentive
compensation opportunities were delivered in several forms
through the Associated Banc-Corp Cash Incentive Compensation
Plan (cash awards) and the 2003 Long Term Incentive Stock Plan
(stock options and restricted stock awards). These programs were
provided to ensure that the NEOs were focused on the long term
performance of Associated and building shareholder value by
increasing the profitability of Associated. They are also a
retention tool that keeps a portion of the NEOs
compensation tied to a longer period rather than just an annual
basis.
Equity
Awards
In April 2010, Associateds shareholders approved the
Associated Banc-Corp 2010 Incentive Compensation Plan (the
2010 Plan), which replaced the Associated Banc-Corp
2003 Long-Term Incentive Stock Plan (the 2003 Plan).
During 2010, prior to the approval of the 2010 Plan, equity
awards described below were granted under the 2003 Plan and,
following approval, under the 2010 Plan.
Service-Based Restricted Shares
(SBRS). Subject to TARP-imposed
vesting limitations, SBRS grants are a form of restricted stock
grant for which the restrictions lapse solely by the passage of
time during employment. The purpose of SBRS grants is to provide
risk-based compensation which is aligned with the creation of
value to shareholders and enhances retention of key executives
over a multi-year period. Associateds stock retention
requirements for executives apply to SBRS grants which further
aligns the interests of executives with shareholders. SBRS have
been granted to all of the NEOs. Other important elements of the
SBRS include:
|
|
|
|
|
Grants of SBRS are generally made in the first three months of
each year.
|
|
|
|
The following vesting terms:
|
|
|
|
Date Granted
|
|
Vesting Periods and Requirements
|
|
2009 or before
|
|
34% of the shares vest upon the first anniversary following the
date of the grant and 33% on each of the second and third
anniversaries.
|
January 2010
|
|
Vest in 25% increments based upon the extent to which Associated
has repaid the aggregate TARP CPP funds. Recipient must continue
to perform substantial services for Associated for at least two
years after the grant date.
|
January 2011
|
|
Subject to Associateds prior repayment of 100% of TARP CPP
funds: 34% of the shares vest upon the first anniversary
following the date of the grant and 33% on each of the second
and third anniversaries. Recipient must continue to perform
substantial services for Associated for at least two years after
the grant date.
|
|
|
|
|
|
An SBRS recipient must be employed on the vesting date or the
shares are forfeited.
|
|
|
|
All restrictions on SBRS granted to date immediately vest upon a
change of control of Associated.
|
22
Associated
Banc-Corp Cash Incentive Compensation Plan
The 2008 2010 performance period under the
Associated Banc-Corp Cash Incentive Compensation Plan, which was
established in January 2008 prior to the TARP limitations on
incentive compensation, is the final remaining measurement
period for 2010 incentive compensation.
The performance metrics were not achieved for this performance
period and therefore the Committee did not approve any awards to
participants. This plan provided a potential cash award for 2010
which, if earned, would have been paid in 2011 based upon
Associateds actual earnings per share (EPS)
results measured against the targeted EPS for a multi-year
performance period, with a performance modifier relative to the
EPS performance of the peer group. This multi-year cash
incentive opportunity had been provided to further align
executive incentive compensation with the maximization of
shareholder value as the principal metric for payout was
Associateds EPS growth. The peer ranking was measured on
the basis of reported diluted EPS growth during the performance
period. In the event that actual cumulative EPS results were
below the stated threshold for the period but relative
performance was at or above the median of the peers, the
participants would earn a portion of their target incentives as
follows:
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|
|
|
|
Relative Peer Ranking
|
|
Percent of Target Award
|
|
<50th Percentile
|
|
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0
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%
|
50th Percentile
|
|
|
25
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%
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60th Percentile
|
|
|
40
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%
|
³75th Percentile
|
|
|
50
|
%
|
Under the plan, no incentives may be earned if EPS results are
below the stated threshold and below the median of the peers.
The following table sets forth the performance measures and
award potential for the January 2008 December 2010
multi-year performance period:
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2008-2010 Cash Incentive Compensation Plan
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2010
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|
|
|
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Performance
|
|
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Threshold
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|
Target
|
|
Maximum
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Payout
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|
|
Performance Measure
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|
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|
|
|
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|
EPS % Growth
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|
|
1
|
%
|
|
|
3
|
%
|
|
|
4.5
|
%
|
|
|
|
|
|
|
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|
Payment % of Target
|
|
|
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|
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|
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|
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|
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|
|
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|
|
EPS % Growth
|
|
|
25
|
%
|
|
|
100
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%
|
|
|
263
|
%
|
|
$
|
0
|
|
|
|
|
|
NEOs Target % of Salary
|
|
|
|
|
|
|
60
|
%
|
|
|
|
|
|
|
|
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|
|
|
|
Mr. Flynn and Mr. Sander were not eligible and did not
participate in this plan.
Deferred
Compensation Plan
Associated maintains a non-qualified deferred compensation plan
to permit certain employees who are highly compensated under IRS
Section 414(q)(1)(B) to defer current compensation to
accumulate additional funds for retirement. All NEOs were
eligible to participate in 2010. However, during 2010, none of
the NEOs participated in the plan.
The plan allows eligible employees to defer up to 50% of base
salary and up to 100% of cash incentive compensation with a
minimum deferral of $10,000 per year. The participant receives
payment of deferred amounts either in a lump sum, or five or ten
equal annual installments beginning six months following the
participants separation from service, in either case
pursuant to a distribution election made prior to the
commencement of deferrals. In the case of an unforeseeable
emergency, the plan will allow for distributions during
employment. Each participant may, on a daily basis, specify
investment preferences from among various investment options for
the account, subject to final approval by the Administrator and
Trustee. The participant retains all rights to amounts in his or
her account if employment terminates for any reason. Earnings
are not supplemented by Associated.
23
Retirement
Plans
The Retirement Account Plan (RAP) is a qualified
defined benefit plan with cash balance features designed to
provide participants with a monthly income stream in the form of
an annuity at retirement. An employee becomes eligible to
participate effective the first day of the plan year in which he
or she first completes 1,000 hours of service. Each
participant receives an accrual of 5% of eligible compensation.
Compensation is subject to the IRS annual limitation which was
$245,000 in 2010. The RAP provides for an annual earnings credit
based on the
30-Year
Treasury Rate. All participants become fully vested in their
accrued benefit upon completion of three years of credited
services, attainment of normal retirement (age 65) or
upon death or disability while employed by Associated. All NEOs,
except Messrs. Flynn, Sander and Hickey have completed
three years of credited service and are 100% vested.
Mr. Flynn and Mr. Sander were each hired in 2009, and
Mr. Hickey was hired in 2008. Participants may be eligible
to receive an early retirement benefit at age 55. For
benefits accruing prior to January 1, 2009, the early
retirement benefit reflects a reduction from the normal benefit
at
2/12
of 1% for each month the benefit commencement date precedes the
normal retirement date, subject to the vesting schedule. A
retirement subsequent to the normal retirement date would
increase the normal benefit by
3/12
of 1% for each month the benefit commencement date follows the
normal retirement date. Benefits accruing after
December 31, 2008, provide for an actuarial adjustment for
early retirement benefits.
Beginning in 2007, Associated ceased making any profit-sharing
contribution to the 401(k) Plan. Vesting for prior years
profit sharing contributions is one half after three years, an
additional one quarter after four years, and the remaining one
quarter after five years. NEOs, other than Messrs. Flynn,
Sander and Hickey, received contributions in this plan and are
100% vested in the profit-sharing component of the 401(k) Plan.
All participants benefits fully vest upon a change of
control of Associated.
Any eligible participant may make contributions to the 401(k)
Plan, subject to the limitations established by the IRS.
Associated provides a discretionary match. The matching formula
is equal to 100% of the first 3% a participant contributes, and
50% of the next 3%. Participants must work 1,000 hours
during the calendar year and be employed with Associated on
December 31 to qualify for this matching contribution. An
exception applies for retirement, disability and death.
Participants are fully vested in both their own contributions
and Associateds matching contributions.
The Supplemental Executive Retirement Plan (SERP) is
a non-qualified plan into which Associated makes a restorative
contribution for all income that exceeds the IRS annual
limitation. The Committee believes that the SERP serves as a
component of a balanced competitive total compensation program.
The contribution is equal to the excess of the amount which
would have been accrued under the RAP and the 401(k) Plan but
for the IRS annual limitation over the amount actually accrued
by the participant for such plan year under the RAP and 401(k)
Plan. Accruals under the SERP occur at the same rate and time as
accruals under the RAP and 401(k) Plan and incur gains and
losses based on notational investment preferences specified by
participants among various investment options. A participant is
100% vested in his or her SERP account balance after
5 years of service. Distributions from the SERP are made
upon the earlier of the participants death or the time
specified by the participant at the time amounts are credited to
the SERP (which time may vary depending on the year of
crediting). All NEOs, except Mr. Sander, who joined
Associated in 2009, and Mr. Hickey, who joined Associated
in 2008, are vested in their respective SERP accounts. All
participants benefits fully vest upon a change of control
of Associated. Mr. Flynn participates in a separate SERP
under the terms of Mr. Flynns employment agreement,
which the Committee agreed to in connection with
Mr. Flynns joining Associated. Mr. Flynns
SERP was included in the terms of his employment agreement as he
had participated in a SERP with his former employer and had made
this a condition of his employment with Associated.
Perquisites
Perquisites for the NEOs include participation in certain
company-subsidized benefits that are also available to all
eligible
and/or
participating employees. Perquisites available to only the NEOs
and/or to a
limited group of executives or management are described below.
Perquisites are provided to the NEOs to
24
attract and retain talent and to ensure that Associateds
total compensation for the NEOs remains competitive in the
marketplace.
Associated believes in promoting the health of its employees
and, as an element of Associateds wellness program,
provides certain of Associateds senior executives the
option to receive an annual executive physical examination at
Associateds expense. Certain costs of the program are
taxable income to the executive. All of the NEOs were eligible
for an executive physical in 2010, and two NEOs participated.
Associated offers an automobile reimbursement program which
provides a choice to executives (once per year) of either $800
per month, or the standard corporate mileage rate reimbursement
which is less than the IRS mileage rate, to compensate such
executives for their frequent required business-related use of
their personal vehicle. The $800 option is taxable income to the
executive. Mr. Flynn does not participate in the automobile
reimbursement program.
Associated reimburses participating executives for initiation
fees and other annual fixed costs of golf club membership to
encourage business development and customer-retention
activities. The executive is responsible for paying any equity
membership costs and will therefore retain the rights to that
club equity. Reimbursement for all membership costs is taxable
income to the executive. During 2010, Associated began phasing
out full reimbursement for initiation fees and other fixed costs
of golf club membership. In 2011, the program will reimburse up
to one-half of annual fixed costs, and no new memberships will
be reimbursed for golf club memberships. In 2012, Associated
will not reimburse participating executives for any portion of
initiation fees or other annual fixed costs relating to golf
club memberships. Mr. Flynn does not participate in the
golf club membership reimbursement program.
The NEOs and other senior officers are participants in an
additional $10,000 maximum monthly long term disability benefit.
Associated pays 50% of the premium for long term disability
benefits.
Associated offers relocation benefits to NEOs who join
Associated. These benefits vary with the individual
circumstances of the executive. Associated believes that
offering these relocation benefits are necessary to attract
talented executives because many of Associateds
competitors offer similar benefits. In addition, these benefits
are necessary for Associated to recruit executive talent
nationally. The only NEO with relocation expense in 2010 was
Mr. Flynn, completing his relocation to Green Bay,
Wisconsin.
Excessive
or Luxury Expenditure Policy
In August 2009, the Board adopted an Excessive or Luxury
Expenditure Policy (the Expenditure Policy) pursuant
to the Interim Final Rule under TARP. According to the
Expenditure Policy, Associated prohibits excessive or luxury
expenditures on (1) entertainment and events;
(2) office and facility renovations; (3) aviation and
other transportation services; and (4) other similar
activities and events (collectively, Covered
Expenditures) to the extent that such Covered Expenditures
are not reasonable expenditures for staff development,
reasonable performance incentives or other similar reasonable
measures conducted in the normal course of Associateds
business operations. The Expenditure Policy sets forth specific
policies, including approval procedures, pertaining to Covered
Expenditures. The Expenditure Policy provides that exceptions to
this policy will only be granted in extreme circumstances and
with the pre-approval of Associateds Ethics Committee,
comprising certain senior executive officers of Associated,
which exceptions will be reported to the Audit Committee of the
Board of Directors. The Audit Committee and its designated
Ethics Committee, have oversight responsibilities relating to
the Expenditure Policy. The General Auditor and the General
Counsel review annually adherence to the Expenditure Policy.
Post-Termination
and In-Service Arrangements
Each of the NEOs is currently employed on an at-will
basis and none, other than Mr. Flynn, is party to an
employment agreement. Associated does not generally provide any
type of post-termination or in-service agreement to executives
to allow for maximum flexibility in determining the best
possible
25
arrangement for both Associated and the executive at the time of
termination because each situation may require a different type
of agreement based upon the executives performance and
term of employment.
Subject to TARP-imposed limitations, effective in February 2009
with respect to Associateds NEOs and its next twenty most
highly compensated employees, in the event the employment of a
participant in the Associated Banc-Corp Cash Incentive
Compensation Plan is terminated due to death, disability or
retirement, the plan award, if any, will be prorated. Otherwise,
a participant must be an employee on the last day of the
performance period to be eligible to receive an award.
Executives who are employed by Associated must be actively on
the payroll at the time of the payment of the Performance
Incentive Plan. Those executives who leave Associated prior to
the payment for reasons of death, disability or retirement will
have their payment prorated for the months they were actively in
their position during the performance period. Prorated payments
will be made during the normal bonus payment distribution cycle
and will not be advanced.
Change of
Control Plan
Until Associated has repaid TARP funds, the following change of
control benefits are not available to Associateds NEOs and
its next five most highly compensated employees.
Associateds Change of Control Plan (the Change of
Control Plan), adopted in 1993, is intended to provide
severance benefits to the CEO and certain senior officers in the
event of their termination of employment following a Change of
Control (as defined below) of Associated. The Change of Control
Plan is intended to maximize the value of Associated in the
event it were to be acquired by allowing executives to
impartially evaluate a proposal relating to an acquisition and
providing an incentive to participants in the Change of Control
Plan to remain with Associated through the consummation of such
an acquisition. As of December 31, 2010, the NEOs (with the
exception of Mr. Flynn and Mr. Sander) and 18 other
senior officers are currently designated to participate under
the Change of Control Plan. The CEO is authorized to designate
additional senior officers to participate in the Change of
Control Plan.
Under the Change of Control Plan, if, during a three-year period
following a Change of Control of Associated, the
executives employment is involuntarily terminated or if
the executive voluntarily terminates employment for good
reason as specified in the Change of Control Plan (see
below), then, so long as such termination is also a separation
from service (as described in Section 409A of the Code),
the executive would receive salary continuation for a period of
time (subject to earlier lump sum payment to comply with
Section 409A of the Code, if applicable). In addition, the
executive may be eligible to receive annual incentive bonus
compensation, medical, dental and life insurance benefits (to
the extent continued participation is permitted by such plans),
accrued vacation, outplacement benefits, as well as payments in
lieu of continued participation in retirement programs for a
period ranging from two to three years. Per
Mr. Flynns employment agreement he is not eligible to
participate in the Change of Control Plan. Currently, subject to
TARP-imposed limitations, effective in February 2009 with
respect to Associateds NEOs, the NEOs presently employed
by Associated would otherwise be entitled to a two-year
continuation period. Associated believes these timeframes are in
line with practices at other peer competitors. Benefits also
include reimbursement of legal fees and expenses related to the
termination of employment or dispute of benefits payable under
the Change of Control Plan. Benefits are not paid in the event
of retirement, death, or disability, or termination for cause,
which generally includes willful failure to substantially
perform duties or certain willful misconduct.
A Change of Control under the Change of Control Plan
means generally: (1) a change of ownership of 25% or more
of the outstanding voting securities of Associated; (2) a
merger or consolidation of Associated with or into a previously
unaffiliated entity; (3) a sale by Associated of at least
85% of its assets to an unaffiliated entity; or (4) an
acquisition by a previously unaffiliated entity of 25% or more
of the outstanding voting securities of Associated (whether
directly, indirectly, beneficially, or of record).
Benefits would be payable if the executive voluntarily
terminates for good reason which includes a
termination of employment due to a change in the employees
duties and responsibilities which are inconsistent with those
prior to the Change of Control, a reduction in salary, change in
title, or a
26
discontinuation of any bonus plan or certain other compensation
plans, a transfer to an employment location greater than
50 miles from the employees present office location,
or certain other breaches, but only if the executive provides
Associated at least 30 days to cure the good
reason after giving notice thereof, and actually separates
from service within two years of the initial existence of such
good reason.
The Change of Control Plan, including the Change of Control Plan
schedule, may be amended by the Board of Directors, subject to
certain limitations, at any time by Associated prior to a Change
of Control. Associated believes the terms of its Plan are
consistent with current market practices. See also
Executive Compensation Potential Payments
Upon Termination or Change of Control.
CEO
Employment Agreement
The Board, based on the approval and recommendation of the
Committee, entered into an Employment Agreement with
Mr. Flynn dated as of November 16, 2009 (the
Flynn Agreement). In structuring the terms of the
Flynn Agreement, the Committee was advised by Mercer (US) Inc.
(the Committees compensation consultant prior to the
engagement of Towers), Towers, and the Committees legal
counsel. The Committee made the determination to pay the CEO
slightly above the median of market levels, based on several
considerations. The Committee was advised by its compensation
consultants as to compensation levels necessary to recruit an
incoming CEO to an entity subject to TARP executive compensation
restrictions during the challenging environment for financial
institutions, particularly regional bank holding companies, in
2009. In addition, the Committee considered that Mr. Flynn
was employed as the Vice Chairman and Chief Operating Officer of
a financial institution with $80 billion in assets which
was not subject to TARP executive compensation restrictions
where he had worked his entire career, was subject to forfeiture
of substantial unvested compensation upon his resignation, and
his required relocation from Los Angeles, California to Green
Bay, Wisconsin. The Committee believes that the level of total
compensation provided was required to secure an individual of
Mr. Flynns talent and experience, and the Committee
further believes that Mr. Flynn would not have accepted the
position with Associated at a lower compensation level.
The Flynn Agreement provides that Mr. Flynn is an at
will employee and specifies the terms of compensation
through December 31, 2011 (the Term). The Flynn
Agreement specifies the following annual compensation during the
Term (which shall be prorated for any partial period of
employment during the Term):
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|
|
|
|
Base Salary: $1,200,000 payable in cash in
accordance with our payroll policies.
|
|
|
|
Share Salary: $2,256,000 payable at the time
that Base Salary is payable to Mr. Flynn, net of applicable
tax withholdings and deductions, in grants of shares of our
common stock, having a fair market value on the date of grant
equal to the pro rata portion of the salary payable on each such
pay date pursuant to the terms of our equity incentive plan. As
required under TARP, each share payable to Mr. Flynn as
Share Salary shall be fully vested as of the date of grant.
Although restrictions on transfer are not required under TARP,
the Committee imposed restrictions on transfer that lapse as set
forth in the table below.
|
|
|
|
|
|
Lapse of Transfer
|
Month and Year of Grant
|
|
Restrictions
|
|
December 2009
|
|
January 3, 2011
|
January through April 2010
|
|
January 3, 2011
|
May through August 2010
|
|
January 3, 2012
|
September through December 2010
|
|
January 2, 2013
|
January through April 2011
|
|
January 3, 2012
|
May through August 2011
|
|
January 2, 2013
|
September through December 2011
|
|
January 2, 2014
|
27
|
|
|
|
|
Restricted Shares: $1,200,000 payable in
restricted shares of our common stock or restricted stock units
(Restricted Stock), based on the fair market value
at the date of grant. Mr. Flynn received grants of
Restricted Stock on December 1, 2009, January 4, 2010
and January 3, 2011. The Restricted Stock will vest in 25%
increments on the dates that Associated makes repayments in 25%
increments of the aggregate funds received by us under TARP. If
Mr. Flynns employment is terminated for any reason,
other than as a result of Mr. Flynns death or
disability or a change of control, within two years of the date
on which an award of Restricted Stock is granted, Mr. Flynn
shall forfeit such award in accordance with the TARP
requirements.
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|
|
|
Supplemental Retirement Benefit: 9.5% of Base
Salary and Share Salary (each at their annual rate) less the
applicable dollar limitation in effect for such calendar year
set forth in Section 401(a)(17) of the Internal Revenue
Code (the Code) (currently $245,000) payable on the
last day of each payroll period (the Supplemental
Retirement Benefit). Each Supplemental Retirement Benefit
accrual will be vested on the date of such accrual and will be
distributed in a lump sum upon Mr. Flynns
separation from service within the meaning of
Section 409A of the Code. Our obligation to accrue for the
Supplement Retirement Benefit continues during
Mr. Flynns employment following the Term.
|
During Mr. Flynns employment, Associated will make
available to Mr. Flynn such fringe and other benefits and
perquisites as are regularly and generally provided to the other
senior executives of Associated, subject to the terms and
conditions of any employee benefit plans and arrangements
maintained by us and all applicable TARP requirements,
including, without limitation, the restriction on tax
gross-up
payments. Mr. Flynn has declined the monthly allowance for
business use of an automobile and club membership fees.
Associated paid the expenses of Mr. Flynn in connection
with him entering into the Flynn Agreement which were
approximately $21,000, as required pursuant to its terms. The
Flynn Agreement provides for our indemnification of
Mr. Flynn subject to applicable law and our bylaws and
maintenance of directors and officers insurance
coverage for the later of six years or the date that claims
would be time barred with coverage to Mr. Flynn no less
favorable than coverage provided to any current or former
executive.
The Flynn Agreement provides for compliance with any golden
parachute payment limitations and any other compensation
limitations under TARP. Further, the Flynn Agreement does not
provide for severance and tax
gross-ups.
2011
Compensation Decisions
The Committee utilized the following methodology to establish
2011 executive compensation in compliance with TARP restrictions:
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|
|
|
|
Total compensation was targeted to approximate the midpoint of
the market data developed from the survey data and a modified
peer group for NEOs, as described below;
|
|
|
|
Individual performance during 2010 was considered to determine
2011 cash salary levels. Executives who received favorable
assessments were eligible for merit-based increases in base cash
salary of 2-4%. Cash salary increases for 2011 averaged 3.8% for
NEOs.
|
The Committee assessed the 2010 performance of Mr. Flynn,
noting that Mr. Flynn had met the Boards expectations
through his leadership of initiatives to strengthen the
Companys regulatory capital position and compliance,
enhancing the executive team and establishing a
performance-based culture which has fostered greater teamwork
and confidence in Associateds capabilities to execute on
its business plan. As a result of Mr. Flynns
performance, the Board awarded him a 4%, or $48,000, base salary
increase. All other elements of Mr. Flynns
compensation remain the same.
As part of its process in establishing 2011 compensation, the
Committee and Pay Governance began refining the primary banking
peer group used for executive compensation benchmarking and
performance measurement purposes to ensure that the peer group
includes peers that are appropriate in asset size. The approved
peer group for 2011 includes 20 publicly-traded banking
companies that range in
28
asset size from $11 billion to $59 billion, based upon
third quarter 2010 data. The median asset size of the companies
in this peer group was approximately $18 billion, compared
to Associateds assets of $22.5 billion, as of the end
of the third quarter 2010. Of this approved peer group,
13 companies are below the asset size of Associated. Two
peer group banks are approximately two and one half times that
of Associated, one of those being Marshall & Ilsley
Corporation, with which Associated is in direct competition for
customers and executive talent. The banking company in the peer
group for 2010 with the largest asset size was removed from the
peer group for 2011, along with South Financial Group which
merged with TD Bank Financial Group. Four banking companies,
with assets ranging from $13 billion to $21 billion,
were added. These changes reduced the median asset size of the
peer group from $21 billion for 2010 to $18 billion
for 2011, which the Committee believes provides an appropriate
performance comparison. While this peer group is a key point of
comparison in the total compensation strategy, Pay Governance
has recommended that that Committee also continue to consider
broader retail banking and financial services industry survey
data as part of its compensation determinations.
The Committee considered the voting results of the non-binding
shareholder proposal to approve executive compensation at the
2010 Annual Meeting of Shareholders held on April 28, 2010
in determining its methodology for establishing 2011 executive
compensation, including refining the primary banking peer group
used for executive compensation benchmarking and performance
measurement purposes, and in directing management to continue
its review and enhancement of the explanations of
Associateds compensation decisions and policies.
Accounting
and Tax Considerations
Associated desires to maximize return to its shareholders, as
well as meet its goal of the compensation policy (outlined under
Objectives of the Compensation Program). As part of
balancing these objectives, management (particularly the
Committee, the CEO, and the Director of Human Resources) gives
consideration to the accounting and tax treatment to Associated,
and to a lesser extent the tax treatment to the executive, when
making compensation decisions. FASB Accounting Standards
Codification (ASC) Topic 718,
Compensation Stock Compensation
(formerly known as Statement of Financial Accounting Standards
No. 123R, Share-Based Payment), became
effective for Associated on January 1, 2006, and required
all share-based payments to employees, including grants of
employee stock options, to be valued at fair value on the date
of grant and to be expensed over the applicable vesting period.
Section 162(m) of the Code generally disallows a federal
income tax deduction to public companies for compensation (other
than qualifying performance-based compensation) over $1,000,000
paid to the corporations CEO and the three other most
highly compensated executive officers. EESA, during the period
the UST holds a debt or equity position in Associated acquired
under the CPP, reduced the threshold under Section 162(m)
of the Code from $1,000,000 to $500,000 and eliminated the
exception for qualifying performance-based compensation for the
NEOs. Prior to being subject to EESA, the Committees
policy with respect to Section 162(m) of the Code has been
to qualify such compensation for deductibility where
practicable. The Committee acknowledges the reduced limitations
on deductibility during the Restricted Period in its
determinations of appropriate compensation levels.
Recovery
of Compensation
In connection with Associateds voluntary sale of Senior
Preferred Stock and related warrants to purchase common stock to
the UST under TARP, EESA also requires Associated to provide for
the recovery of any bonus, retention award or incentive
compensation paid to a NEO and, following February 17,
2009, and subject to the standards adopted by the UST to any of
the next 20 most highly compensated employees of Associated, or
a clawback, during the Restricted Period, if the
payments were based on statements of earnings, revenues, gains
or other criteria that are later found to be materially
inaccurate. During the Restricted Period, EESA further allows
the UST to review bonuses, retention awards and other
compensation paid to the NEOs and subject to the standards
adopted by the UST, the next 20 most highly compensated
employees prior to February 17, 2009. If the UST determines
that such payments
29
were inconsistent with the purposes of Section 111 of EESA,
TARP or otherwise contrary to the public interest, the UST will
negotiate with Associated and the subject Associated employee
regarding reimbursement to the US government of such payment of
compensation or bonus.
Security
Ownership Guidelines
In January 2010, the Committee revised the
previously-established stock ownership guidelines for the NEOs
and other senior officers, and other key executives identified
by the Chief Executive Officer. The purpose of the guidelines is
to ensure that Associateds senior executives retain a
portion of their restricted stock grants to help ensure that
their business decisions are made in the best interests of
long-term shareholder value. The revised guidelines require the
above-mentioned executives to hold 50% of vested SBRS granted
since January 2007, net of applicable taxes, for a period of
three years. Additionally, all other key executives who were not
subject to the previous stock ownership guidelines were required
to be subject to the revised guidelines beginning with the 2010
SBRS grants. Each of these key executives were required to hold
50% of their vested SBRS grants, net of applicable taxes, for a
period of three years beginning with their 2010 SBRS grants. A
total of 46 senior executives are subject to the security
ownership guidelines. Any senior executives hired after the 2010
grant are also subject to the revised guidelines.
30
COMPENSATION
AND BENEFITS COMMITTEE REPORT
The Committee has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of
Regulation S-K
with management and, based on such review and discussions, the
Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy
Statement for filing.
Risk
Assessment
In compliance with TARP Interim Final Rule requirements, the
Committee conducted its semi-annual review of incentive
compensation in July 2010 and December 2010 with
Associateds Executive Risk Committee, and business line
executives responsible for the design, and implementation of all
incentive programs. Towers continued to provide risk assessments
throughout 2010. The Committee engaged Pay Governance to review
and opine on the findings of these risk assessments. Towers
prepared an in-depth assessment report of Associateds
incentive compensation plans (the Towers Report) and
the Towers Report findings were presented to the Executive Risk
Committee and the Committee. The Towers Report provided a
detailed review of all of Associateds 58 incentive plans.
The Towers assessment included a review of compensation plan
documents, historical pay data and interviews with members of
Associateds Executive Committee. For each of the incentive
plans reviewed, Towers analyzed the plan governance, plan design
and the financial impact on Associated. Based on its review and
analysis and the input from Associateds Executive Risk
Committee, Towers concluded that none of the reviewed incentive
plans have a high probability of encouraging inappropriate risk
taking by Associateds NEOs or employees. Further, Pay
Governance reviewed the Towers Report and concluded that the
approach and methodology used by Towers were thorough and
satisfy the Treasury Department guidance and are consistent with
best practices. Following this review, the Executive Risk
Committee and the Committee determined that the Compensation
plans do not encourage unnecessary nor excessive risk taking
that threatens the value of Associated or the manipulation of
reported earnings.
NEO
Compensation Plans
The Committee and the senior risk officers reviewed the
operation of the NEO compensation plans and Associateds
key business risk factors. Following its review, the Committee
and the senior risk officers concluded that Associateds
NEO compensation plans do not encourage unnecessary and
excessive risk-taking that threatens the value of Associated or
the manipulation of reported earnings. In making the foregoing
determination, the Committee and the Executive Risk Committee
considered the following, in addition to the findings of the
Towers Report:
Performance Incentive Plan and Cash Incentive Compensation
Plan. There were no performance payouts for
2010 under either the Performance Incentive Plan nor Cash
Incentive Compensation Plan for the NEOs.
2010 Incentive Compensation Plan. SBRS
awards to NEOs vest over a period which is no earlier than
Associateds repayment of TARP and we expect vesting of
some awards to extend beyond the repayment of TARP. Share salary
awards, although fully vested at the date of issuance, are
subject to restrictions on transfer imposed by Associated,
although not required under TARP. These awards derive value
based on long-term performance of Associated Common Stock over
the respective period of vesting or transfer restrictions.
Various Retirement Programs. Benefits
under the defined benefit plans to NEOs are not based on the
performance of Associated, while benefits under the defined
contribution plans to NEOs are based on the performance of
Associated only to the extent the participant elects to invest
in Associated Common Stock.
31
Employee
Compensation Plans
In addition to the compensation plans for the NEOs discussed
above, Associated maintains various other employee compensation
plans, some of which are discretionary in nature as to the
amounts to be paid thereunder, some for which the amounts to be
paid thereunder is based on a formula, some of which meet the
requirements for commission compensation under the TARP Interim
Final Rule and others for which the amounts to be paid
thereunder may be determined based on a combination of these
approaches. All of these plans were reviewed by the Committee as
described above. As a result of the review, no plan was
identified as having a high degree of risk. It was further
determined that risk management oversight, internal control
processes, governance procedures currently in place and the
discretionary nature of many of the compensation plans
collectively served to ensure that the compensation plans do not
encourage excessive risk-taking activities or the manipulation
of earnings.
Pursuant to the TARP Interim Final Rule, the Committee certifies
that:
|
|
|
(1) |
|
It has reviewed with senior risk officers the senior executive
officer (SEO) compensation plans and has made all reasonable
efforts to ensure that these plans do not encourage SEOs to take
unnecessary and excessive risks that threaten the value of
Associated; |
|
(2) |
|
It has reviewed with senior risk officers the employee
compensation plans and has made all reasonable efforts to limit
any unnecessary risks these plans pose to Associated; and |
|
(3) |
|
It has reviewed the employee compensation plans to eliminate any
features of these plans that would encourage the manipulation of
reported earnings of Associated to enhance the compensation of
any employee. |
THE COMPENSATION AND BENEFITS COMMITTEE
Richard T. Lommen, Chairman
Ruth M. Crowley
Karen T. Van Lith
32
SUMMARY
COMPENSATION TABLE
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Change in
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Pension
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Value and
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Non-Qualified
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Non-Equity
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Deferred
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Stock
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Option
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Incentive Plan
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Compensation
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All Other
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Name and Principal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Position
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Year
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($)(1)
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($)(2)
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($)(3)
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($)(4)
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($)(5)
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($)(6)
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($)(7)
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($)(8)
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Philip B. Flynn(9)
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2010
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$
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3,456,000
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$
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0
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$
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1,199,989
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$
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0
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$
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0
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$
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341,585
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$
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33,228
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$
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5,030,802
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President and CEO
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2009
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186,092
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0
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100,003
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0
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0
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0
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12,451
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298,546
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Joseph B. Selner
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2010
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728,889
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0
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392,036
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0
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0
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107,309
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25,158
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1,253,393
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Executive Vice
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2009
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360,000
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0
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86,300
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48,524
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0
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95,023
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28,312
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618,159
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President, Chief
Financial Officer
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2008
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358,261
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150,000
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323,570
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74,288
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66,520
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(6
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)
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27,450
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1,000,089
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Mark G. Sander(10)
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2010
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673,815
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0
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356,399
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0
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0
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51,572
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33,931
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1,115,718
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Executive Vice
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2009
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123,077
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150,000
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79,997
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50,000
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0
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0
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6,571
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409,644
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President, Director of Commercial Banking
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Mark J. McMullen
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2010
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614,857
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0
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325,210
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0
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0
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36,680
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28,049
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1,004,796
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Vice Chairman of
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2009
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365,000
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0
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146,710
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|
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44,930
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|
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0
|
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50,335
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|
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34,112
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|
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641,087
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Associated Bank,
National Association
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2008
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362,946
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90,000
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248,900
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|
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63,282
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68,340
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(6
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)
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38,692
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872,160
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Scott S. Hickey(11)
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2010
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589,588
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0
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311,853
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0
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|
0
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46,280
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29,347
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977,068
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Executive Vice
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2009
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350,000
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0
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210,572
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107,832
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|
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0
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24,406
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225,734
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918,544
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President, Chief
Credit Officer
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2008
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57,884
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100,000
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195,000
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57,834
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0
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0
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2,000
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412,718
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(1)
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Salary represents amounts paid in
cash or shares of Associated common stock during the calendar
year whether or not receipt of any such amounts was deferred by
the executive. Each of the NEOs received a 3.50% base cash
salary increase effective February 14, 2010, except for
Mr. Flynn who received no increase. Messrs. Flynn,
Selner, Sander, McMullen and Hickey received annual share
salaries, effective February 14, 2010, of $2,256,000,
$358,228, $261,969, $239,047 and $229,223, respectively. There
was no increase in base salary in 2009.
|
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(2)
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No bonuses were awarded under the
annual performance incentive plans with respect to 2010
performance. Mr. Sander was paid an inducement bonus during
2009 related to the commencement of his employment. Bonus
amounts earned in 2008 were awarded under the annual performance
incentive plans in 2009. Amounts earned in 2008 were approved
for payment by the Committee prior to the enactment of EESA.
|
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(3)
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Stock Awards reflect the aggregate
grant date fair value of awards. Other than for Mr. Flynn,
these awards were calculated as one half of annualized 2010 base
cash and share salary. For further discussion and details
regarding the accounting treatment and underlying assumptions
relative to stock-based compensation, see Note 10,
Stock-Based Compensation, of the Notes to
Consolidated Financial Statements included in Part II,
Item 8, Financial Statements and Supplementary
Data, of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010.
|
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(4)
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|
No Option Awards were granted to
any of the NEOs in 2010. Option Awards for 2008 and 2009 reflect
the aggregate grant date fair value of awards. For further
discussion and details regarding the accounting treatment and
underlying assumptions relative to stock-based compensation,
see Note 10, Stock-Based Compensation,
of the Notes to Consolidated Financial Statements included in
Part II, Item 8, Financial Statements and
Supplementary Data, of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010.
|
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(5)
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For the
2006-2008
performance period, the performance metric for earnings per
share was not achieved and therefore, the Committee did not
approve any award. For the
2007-2008
performance period, the performance metrics of earnings per
share were not achieved; however, Associateds performance
was at the 75th percentile relative to the peer group, resulting
in an award of 50% of target. See also Associated
Banc-Corp Cash Incentive Compensation Plan. The Committee
approved the earned
2007-2008
50% payout and awarded the payments to Messrs. Selner and
McMullen, the only NEOs participating during that performance
period. No
|
33
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|
awards were earned or paid for the
2007-2009
performance period. No awards were earned or paid for the
2008-2010
performance period.
|
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(6)
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Reflects the total of the change
in present value of the Retirement Account Plan
(RAP) and the Supplemental Executive Retirement Plan
(SERP), respectively as follows:
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2010
|
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|
2009
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|
2008
|
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NAME
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RAP
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SERP
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TOTAL
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RAP
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SERP
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TOTAL
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RAP
|
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SERP
|
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TOTAL*
|
|
|
Philip B. Flynn
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|
$
|
12,250
|
|
|
$
|
329,335
|
|
|
$
|
341,585
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Joseph B. Selner
|
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|
32,150
|
|
|
|
75,159
|
|
|
|
107,309
|
|
|
|
30,772
|
|
|
|
64,251
|
|
|
|
95,023
|
|
|
|
28,142
|
|
|
|
(48,842
|
)
|
|
|
(20,700
|
)
|
Mark G. Sander
|
|
|
12,250
|
|
|
|
39,322
|
|
|
|
51,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. McMullen
|
|
|
32,116
|
|
|
|
4,564
|
|
|
|
36,680
|
|
|
|
30,739
|
|
|
|
19,596
|
|
|
|
50,335
|
|
|
|
28,111
|
|
|
|
(62,563
|
)
|
|
|
(34,452
|
)
|
Scott S. Hickey
|
|
|
12,763
|
|
|
|
33,517
|
|
|
|
46,280
|
|
|
|
12,250
|
|
|
|
14,156
|
|
|
|
26,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
|
Negative combined values are not
presented in the summary compensation table.
|
|
|
|
No above-market or preferential
earnings are credited on deferred compensation. All NEOs other
than Messrs. Flynn, Sander and Hickey are 100% vested in
both their RAP and SERP accounts. Mr. Flynn participates in
a separate SERP and is 100% vested in such SERP. Mr. Flynn
is not vested in the RAP. Mr. Sander and Mr. Hickey
are not vested in either of their RAP or SERP accounts. See
Retirement Plans.
|
|
(7)
|
|
Other Compensation for 2010
includes for each of the NEOs employer-paid premiums for life
insurance and long term disability insurance coverages, the
employer match on the NEOs 2010 contributions to the
401(k) Plan ($11,025 for each of the NEOs), and the allowance
received for business use of an automobile (other than
Mr. Flynn). For Mr. Flynn, it includes relocation
costs. For Mr. Selner, it includes the 10% employer match
on his purchases through the employee stock purchase program and
club membership fees. For Mr. Sander, it includes the cost
of a physical examination, club membership fees, airline
transportation for his spouse to a company sponsored function
for the Board of Directors and the 10% employer match on his
purchases through the employee stock purchase program. For
Mr. McMullen, it includes club membership fees. For
Mr. Hickey, it includes the cost of a physical examination
and club membership fees.
|
|
(8)
|
|
In 2010, Salary
accounted for approximately 69% and 60% of the total
compensation of Mr. Flynn and the other NEOs, respectively.
|
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(9)
|
|
Mr. Flynn commenced
employment as President and CEO on December 1, 2009.
Mr. Flynns compensation is subject to his employment
agreement which is effective through December 31, 2011.
|
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(10)
|
|
Mr. Sander commenced
employment as Executive Vice President, Director of Commercial
Banking on August 31, 2009.
|
|
(11)
|
|
Mr. Hickey commenced
employment as Executive Vice President, Chief Credit Officer on
October 28, 2008.
|
34
GRANTS OF
PLAN-BASED AWARDS DURING 2010
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|
|
|
|
|
|
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All Other
|
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All Other
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Stock
|
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Option
|
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|
|
|
|
|
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|
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|
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Awards:
|
|
Awards:
|
|
Exercise
|
|
Grant Date
|
|
|
|
|
Estimated Future Payouts
|
|
Number
|
|
Number of
|
|
or Base
|
|
Fair Value
|
|
|
|
|
Under Non-Equity
|
|
of Shares
|
|
Securities
|
|
Price of
|
|
of Stock
|
|
|
|
|
Incentive Plan Awards(1)
|
|
of Stock
|
|
Underlying
|
|
Option
|
|
and Option
|
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|
Grant
|
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Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
($)(2)
|
|
($)
|
|
($)(3)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($)(2)
|
|
Philip B. Flynn
|
|
|
1/04/10
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
103,626
|
|
|
|
|
|
|
$
|
|
|
|
$
|
1,199,989
|
|
Joseph B. Selner
|
|
|
1/27/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,790
|
|
|
|
|
|
|
|
|
|
|
|
392,036
|
|
Mark G. Sander
|
|
|
1/27/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,082
|
|
|
|
|
|
|
|
|
|
|
|
356,399
|
|
Mark J. McMullen
|
|
|
1/27/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,712
|
|
|
|
|
|
|
|
|
|
|
|
325,210
|
|
Scott S. Hickey
|
|
|
1/27/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,697
|
|
|
|
|
|
|
|
|
|
|
|
311,853
|
|
|
|
|
(1)
|
|
No plan-based awards were
established in 2010 under the Associated Banc-Corp Cash
Incentive Compensation Plan.
|
|
(2)
|
|
See
Accounting and
Tax Considerations. For further discussion and details
regarding the accounting treatment and underlying assumptions
relative to stock-based compensation, see Note 10,
Stock-Based Compensation, of the Notes to
Consolidated Financial Statements included in Part II,
Item 8, Financial Statements and Supplementary
Data, of Associateds Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010.
|
35
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2010
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Option Awards
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Stock Awards
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Equity
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Equity
|
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Incentive
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Equity
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Incentive
|
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Plan Awards:
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Incentive
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Plan Awards:
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Market or
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Number of
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|
Number of
|
|
Plan Awards:
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|
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Market
|
|
Number of
|
|
Payout Value
|
|
|
Securities
|
|
Securities
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Unearned
|
|
Of Unearned
|
|
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Underlying
|
|
Underlying
|
|
Securities
|
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Shares or
|
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Shares or
|
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Shares,
|
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Shares,
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Unexercised
|
|
Unexercised
|
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Underlying
|
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Units of
|
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Units of
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Units or
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Units or
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Options
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Options
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Unexercised
|
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Option
|
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Option
|
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Stock Held
|
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Stock Held
|
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Other Rights
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Other Rights
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(#)
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(#)
|
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Unearned
|
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Exercise
|
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Expiration
|
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That Have
|
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That Have
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That Have
|
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That Have
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Exercisable
|
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Unexercisable
|
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Options
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Price
|
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Date
|
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Not Vested
|
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Not Vested
|
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Not Vested
|
|
Not Vested
|
Name
|
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(1)
|
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(1)
|
|
(#)
|
|
($)
|
|
(1)
|
|
(#)
|
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($)(2)
|
|
(#)
|
|
($)
|
|
Philip B. Flynn
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,611
|
(3)
|
|
$
|
1,706,057
|
|
|
|
0
|
|
|
$
|
0
|
|
Joseph B. Selner
|
|
|
41,249
|
|
|
|
0
|
|
|
|
0
|
|
|
|
19.47
|
|
|
|
01/24/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,249
|
|
|
|
0
|
|
|
|
0
|
|
|
|
21.24
|
|
|
|
01/23/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
22.98
|
|
|
|
01/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
29.08
|
|
|
|
01/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
33.07
|
|
|
|
01/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
32.82
|
|
|
|
12/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
33.89
|
|
|
|
01/24/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,090
|
|
|
|
8,910
|
|
|
|
0
|
|
|
|
24.89
|
|
|
|
01/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,590
|
|
|
|
8,910
|
|
|
|
0
|
|
|
|
17.26
|
|
|
|
01/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,380
|
(4)
|
|
|
566,307
|
|
|
|
0
|
|
|
|
0
|
|
Mark G. Sander
|
|
|
13,050
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12.26
|
|
|
|
10/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,607
|
(3)
|
|
|
509,146
|
|
|
|
0
|
|
|
|
0
|
|
Mark J. McMullen
|
|
|
41,249
|
|
|
|
0
|
|
|
|
0
|
|
|
|
19.47
|
|
|
|
01/24/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,249
|
|
|
|
0
|
|
|
|
0
|
|
|
|
21.24
|
|
|
|
01/23/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
22.98
|
|
|
|
01/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
29.08
|
|
|
|
01/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
33.07
|
|
|
|
01/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
32.82
|
|
|
|
12/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
33.89
|
|
|
|
01/24/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,410
|
|
|
|
7,590
|
|
|
|
0
|
|
|
|
24.89
|
|
|
|
01/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,250
|
|
|
|
8,250
|
|
|
|
0
|
|
|
|
17.26
|
|
|
|
01/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,622
|
(4)
|
|
|
509,373
|
|
|
|
0
|
|
|
|
0
|
|
Scott S. Hickey
|
|
|
13,400
|
|
|
|
6,600
|
|
|
|
0
|
|
|
|
19.50
|
|
|
|
10/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,200
|
|
|
|
19,800
|
|
|
|
0
|
|
|
|
17.26
|
|
|
|
01/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,049
|
(4)
|
|
|
530,992
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1)
|
|
Generally, options expiring
between 2011 and 2014 and between 2017 and 2019 have a
three-year stepped vesting schedule (34% vested on the first
anniversary following the date of the grant, the remaining
options vested 33% each on the second and third anniversaries
following the date of the grant); options expiring on
1/26/15
vested on 6/30/05; options expiring on 12/13/15 vested
immediately upon the grant date of 12/13/05. Options granted to
Mr. Sander in October 2009 were fully vested at
December 31, 2009.
|
|
(2)
|
|
Market value based on closing
price of Associated Banc-Corp common stock of $15.15 on
December 31, 2010.
|
|
(3)
|
|
SBRS granted on December 1,
2009, January 4, 2010 and January 27, 2010 on which
restrictions had not lapsed as of December 31, 2010. For
these grants, shares of restricted stock will vest: 25% at the
time Associated repays 25% of the aggregate financial assistance
received by Associated under TARP; an additional 25% at the time
Associated repays 50% of the aggregate financial assistance
received by Associated under TARP; an additional 25% at the time
Associated repays 75% of the aggregate financial assistance
received by Associated under TARP; and the remaining 25% at the
time Associated repays 100% of the aggregate financial
assistance received by Associated under TARP. Notwithstanding
the foregoing schedule and subject to the requirements of
|
36
|
|
|
|
|
TARP, no award of restricted stock
will vest in accordance with the foregoing schedule if the
recipient does not continue to perform substantial services to
Associated for at least two years after the date on which such
award of restricted stock was granted other than because of his
death or disability, or a change of control of Associated.
|
|
(4)
|
|
SBRS granted on January 23,
2008, October 28, 2008, January 28, 2009 and
October 28, 2009 on which restrictions had not lapsed as of
December 31, 2010. For these grants, restrictions lapse on
a three-year stepped vesting schedule, 34% on the first
anniversary following the date of the grant, 33% on each of the
second and third anniversary dates following the grant,
respectively. Recipients must be employed on the date
restrictions lapse in order to receive the shares.
|
OPTION
EXERCISES AND STOCK VESTED IN 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
Value
|
|
Shares
|
|
Value
|
|
|
|
|
|
|
Shares Acquired
|
|
Realized
|
|
Acquired
|
|
Realized
|
|
|
|
|
|
|
on Exercise
|
|
on
|
|
on
|
|
on
|
|
|
|
|
|
|
or Vesting
|
|
Exercise
|
|
Vesting
|
|
Vesting
|
|
|
|
|
Name of Executive Officer
|
|
(#)
|
|
($)
|
|
(#)(1)
|
|
($)(2)
|
|
|
|
|
|
Philip B. Flynn
|
|
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Joseph B. Selner
|
|
|
0
|
|
|
|
0
|
|
|
|
8,300
|
|
|
|
106,127
|
|
|
|
|
|
|
|
|
|
Mark G. Sander
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Mark J. McMullen
|
|
|
0
|
|
|
|
0
|
|
|
|
8,170
|
|
|
|
104,562
|
|
|
|
|
|
|
|
|
|
Scott S. Hickey
|
|
|
0
|
|
|
|
0
|
|
|
|
7,448
|
|
|
|
96,367
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents SBRS for which
restrictions have lapsed.
|
|
(2)
|
|
Value based on the closing price
of Associated common stock on the date restrictions lapsed.
Vested shares are subject to retention under Associateds
security ownership guidelines.
|
PENSION
BENEFITS IN 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Years
|
|
Present Value of
|
|
Payments
|
|
|
|
|
Credited
|
|
Accumlated
|
|
During Last
|
|
|
|
|
Service
|
|
Benefit
|
|
Fiscal Year
|
Name
|
|
Plan Name(1)
|
|
(#)
|
|
($)
|
|
($)
|
|
Philip B. Flynn(2)
|
|
|
RAP
|
|
|
|
1
|
|
|
$
|
12,250
|
|
|
$
|
0
|
|
|
|
|
SERP
|
|
|
|
1
|
|
|
|
329,335
|
|
|
|
0
|
|
Joseph B. Selner
|
|
|
RAP
|
|
|
|
38
|
|
|
|
507,101
|
|
|
|
0
|
|
|
|
|
SERP
|
|
|
|
38
|
|
|
|
286,103
|
|
|
|
0
|
|
Mark G. Sander(3)
|
|
|
RAP
|
|
|
|
1
|
|
|
|
12,250
|
|
|
|
0
|
|
|
|
|
SERP
|
|
|
|
1
|
|
|
|
39,322
|
|
|
|
0
|
|
Mark J. McMullen
|
|
|
RAP
|
|
|
|
30
|
|
|
|
506,228
|
|
|
|
0
|
|
|
|
|
SERP
|
|
|
|
30
|
|
|
|
224,745
|
|
|
|
47,838
|
|
Scott S. Hickey(3)
|
|
|
RAP
|
|
|
|
2
|
|
|
|
25,013
|
|
|
|
0
|
|
|
|
|
SERP
|
|
|
|
2
|
|
|
|
47,673
|
|
|
|
0
|
|
|
|
|
(1)
|
|
Information regarding the RAP and
the SERP can be found under Retirement Plans.
|
|
(2)
|
|
Mr. Flynn participates in a
separate SERP and is 100% vested in such SERP. Mr. Flynn is
not vested in the RAP.
|
|
(3)
|
|
Mr. Sander and
Mr. Hickey are not vested in either of these benefits.
|
37
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Subject to TARP-imposed limitations, effective in February 2009
with respect to Associateds NEOs and its next twenty most
highly compensated employees, Associated maintains a Change of
Control Plan to provide severance benefits to the CEO and
certain designated senior officers if their employment
terminates as a result of a change of control of Associated. As
of December 31, 2010, the NEOs (with the exception of
Mr. Flynn and Mr. Sander) and 18 other senior officers
are currently designated to participate under the Change of
Control Plan, and prior to a Change of Control, the CEO is
authorized to designate additional participating senior
officers. All of the NEOs participated in the Change of Control
Plan in 2010. See Executive
Compensation Compensation Discussion and Analysis,
Change of Control Plan.
The Interim Final Rule on TARP Standards for Compensation and
Corporate Governance, issued by the UST in June 2009, prohibits
Associated from making any golden parachute payments (as defined
in the Interim Final Rule) to any of the SEOs and the next five
most highly compensated employees of Associated during the
period beginning on November 21, 2008, and ending on the
last date upon which any obligation arising from the receipt of
TARP funds remains outstanding (disregarding any warrants to
purchase common stock of Associated that UST may hold (the
TARP Period). The Interim Final Rule generally
prohibits Associated from providing tax
gross-ups
(as defined in the Interim Final Rule), or a right to a payment
of such a
gross-up at
a future date, to any of the SEOs and the next twenty most
highly compensated employees of Associated during the TARP
Period. The following is a summary of estimated maximum payments
the NEOs would receive in the event of separation from
employment triggering benefits under the Change of Control Plan
at December 31, 2010, assuming such payments were
permitted. The exercise prices of options held by NEOs exceeded
the closing price of Associated common stock at
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits
|
|
|
|
Contributions,
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Salary
|
|
for the
|
|
|
|
Including the
|
|
|
|
|
|
|
|
|
|
|
Duration of
|
|
Continuation
|
|
Duration of
|
|
Accrued
|
|
RAP, 401(k)
|
|
Incentive
|
|
Outplacement
|
|
|
|
|
|
|
Payments
|
|
Benefit(1)
|
|
Payments(2)
|
|
Vacation(3)
|
|
and SERP
|
|
Bonus
|
|
Benefit
|
|
Total(4)
|
|
|
|
Phillip B. Flynn(5)
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Joseph B. Selner
|
|
|
2 Years
|
|
|
|
745,200
|
|
|
|
32,280
|
|
|
|
41,559
|
|
|
|
89,424
|
|
|
|
558,900
|
|
|
|
20,000
|
|
|
|
1,487,363
|
|
|
|
|
|
Mark G. Sander(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. McMullen
|
|
|
2 Years
|
|
|
|
755,550
|
|
|
|
31,349
|
|
|
|
42,136
|
|
|
|
90,666
|
|
|
|
566,663
|
|
|
|
20,000
|
|
|
|
1,506,364
|
|
|
|
|
|
Scott S. Hickey
|
|
|
2 Years
|
|
|
|
724,500
|
|
|
|
31,349
|
|
|
|
40,405
|
|
|
|
86,940
|
|
|
|
543,375
|
|
|
|
20,000
|
|
|
|
1,446,569
|
|
|
|
|
|
|
|
|
(1)
|
|
Based on base salary at
December 31, 2010.
|
|
(2)
|
|
Based on program costs at
December 31, 2010.
|
|
(3)
|
|
Maximum unused vacation accrual
allowed by Company policy.
|
|
(4)
|
|
The Change of Control Plan also
provides for (a) payment of legal fees and expenses, if
any, incurred as a result of a termination of employment
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination of employment or in
seeking to obtain or enforce any right or benefit provided by
the Change of Control Plan), and (b) in the event the
participant is subject to the excise tax imposed by
Section 4999 of the Code, a payment in an amount that will
place the participant in the same after-tax economic position
that the Participant would have enjoyed if the excise tax had
not applied to the payment(s) provided under the Change of
Control Plan.
|
|
(5)
|
|
Mr. Flynns employment
agreement does not include participation in the Change of
Control Plan.
|
|
(6)
|
|
Mr. Sanders terms of
employment do not include participation in the Change of Control
Plan.
|
38
DIRECTOR
COMPENSATION
The 2011 compensation for non-employee directors of Associated,
which remained unchanged from 2010, was approved by the Board on
January 25, 2011 and is comprised of:
|
|
|
|
|
$30,000 annual retainer
|
|
|
|
$100,000 additional retainer for the non-executive Chairman
|
|
|
|
$8,500 additional retainer for the Audit Committee Chair
|
|
|
|
$5,750 additional retainer for the Chairs of the Compensation
and Benefits Committee, Corporate Governance Committee,
Nominating and Search Committee, Risk and Credit Committee, and
Wealth Management and Trust Committee
|
|
|
|
$1,750 Board meeting fee
|
|
|
|
$1,750 Audit Committee meeting fee
|
|
|
|
$1,250 Compensation and Benefits Committee, Corporate Governance
Committee, Nominating and Search Committee, Corporate
Development Committee, Risk and Credit Committee, and Wealth
Management and Trust Committee meeting fee
|
|
|
|
Directors Deferred Compensation Plan contribution of
$40,000 (invested in an account valued based on the trading
price of Associated common stock)
|
Directors
Deferred Compensation Plan
Through its acquisition of other banks and bank holding
companies, Associated Banc-Corp became the sponsor of several
plans to which the directors of the acquired organizations had
deferred their director compensation. To simplify ongoing
administration, Associated Banc-Corp established its own
directors deferred compensation plan and merged the
predecessor plans into it effective July 1, 1999.
Each year, Associated Banc-Corp makes a monetary contribution
into the Directors Deferred Compensation Plan for each
non-employee director. That contribution must be invested in an
account in which the account balance is based on the trading
price of Associated common stock.
Directors may also defer any or all of their board fees,
including retainers, as well as committee and board meeting
fees. Earnings are based on the performance of plan investment
alternatives and are not supplemented by Associated. With the
exception of the investment of the Associated contribution
referenced above, directors may realign investments as
frequently as they wish.
Distributions begin six months after a director ceases to serve
on the Board, and payments are made according to elections made
prior to the commencement of deferrals. Distributions are paid
either in a lump sum, or in annual installments over a five-year
or ten-year period.
39
DIRECTOR
COMPENSATION IN 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
or
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
Paid in
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
John F. Bergstrom
|
|
$
|
1,750
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,750
|
|
Ruth M. Crowley
|
|
|
110,839
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
110,839
|
|
Ronald R. Harder
|
|
|
131,169
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
131,169
|
|
William R. Hutchinson
|
|
|
225,169
|
|
|
|
49,999
|
(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
275,168
|
|
Eileen A. Kamerick
|
|
|
138,919
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
138,919
|
|
Richard T. Lommen
|
|
|
113,044
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
113,044
|
|
John C. Meng(3)
|
|
|
76,464
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
76,464
|
|
J. Douglas Quick
|
|
|
119,214
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
119,214
|
|
Carlos E. Santiago(4)
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,500
|
|
John C. Seramur
|
|
|
121,941
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
121,941
|
|
Karen T. Van Lith
|
|
|
123,419
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
123,419
|
|
|
|
|
(1)
|
|
Includes $40,000 contribution to
the Directors Deferred Compensation Plan, except with
respect to Mr. Bergstrom, who was appointed to the Board
effective December 2, 2010.
|
|
(2)
|
|
Reflects the aggregate grant date
fair value of a one-time award of fully vested restricted stock
units, payable solely in shares of common stock of Associated
following the date Mr. Hutchinson ceases to serve as a
director, which were issued in recognition of
Mr. Hutchinsons service as a lead director during
2009. For further discussion and details regarding the
accounting treatment and underlying assumptions relative to
stock-based compensation, see Note 10, Stock-Based
Compensation, of the Notes to Consolidated Financial
Statements included in Part II, Item 8,
Financial Statements and Supplementary Data, of our
Annual Report on Form
10-K for the
fiscal year ended December 31, 2010.
|
|
(3)
|
|
Mr. Meng retired from the
Board on July 26, 2010.
|
|
(4)
|
|
Mr. Santiago did not stand
for re-election to the Board at the 2010 Annual Meeting of
Shareholders held on April 28, 2010.
|
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, Associateds
directors and executive officers, as well as certain persons
holding more than 10% of Associateds stock, are required
to report their initial ownership of stock and any subsequent
change in such ownership to the Securities and Exchange
Commission, NASDAQ, and Associated (such requirements
hereinafter referred to as Section 16(a) filing
requirements). Specific time deadlines for the
Section 16(a) filing requirements have been established.
To Associateds knowledge, based solely upon a review of
the copies of such reports furnished to Associated, and upon
written representations of directors and executive officers that
no other reports were required, with respect to the fiscal year
ended December 31, 2010, Associateds officers,
directors, and greater than 10% beneficial owners complied with
all applicable Section 16(a) filing requirements, except
that David Baumgarten reported late on a Form 5 one open
market sale which occurred following the date he ceased being a
Section 16 Officer of Associated.
RELATED
PERSON TRANSACTIONS
Officers and directors of Associated and its subsidiaries,
members of their families, and the companies or firms with which
they are affiliated were customers of, and had banking
transactions with, Associateds subsidiary bank
and/or
investment subsidiaries in the ordinary course of business
during 2010. Additional transactions of this type may be
expected to take place in the ordinary course of business in the
future. All
40
loans and loan commitments were made in the ordinary course of
business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable loan transactions with other unrelated persons and,
in managements opinion did not involve more than a normal
risk of collectibility or present other unfavorable features. At
December 31, 2010, the aggregate principal amount of loans
outstanding to directors, officers, or their related interests
was approximately $51 million, which represented
approximately 2% of consolidated stockholders equity.
Prior to the consummation of the merger of First Federal Capital
Corp (First Federal) with Associated in October
2004, Mr. Lommen served as a non-employee director of First
Federal. Mr. Lommen receives annual payments of $8,800 for
10 years under the First Federal Director Emeritus Program
that began in the fourth quarter of 2004.
Associated has agreed to indemnify Mr. Lommen to the
fullest extent permitted by First Federals Articles of
Incorporation, Bylaws, or Wisconsin law and to acquire
directors and officers liability insurance for a
period of six years following the effective time of the merger
with respect to matters arising out of his position as a
director of First Federal.
Related
Party Transaction Policies and Procedures
We have adopted written Related Party Transaction Policies and
Procedures that set forth Associateds policies and
procedures regarding the identification, review and approval or
ratification of interested transactions. For
purposes of Associateds policy only, an interested
transaction is a transaction, arrangement or relationship
or series of similar transactions, arrangements or relationships
(including indebtedness or guarantee of indebtedness) in which
Associated and any related party are participants
involving an amount that exceeds $120,000. Certain transactions,
including transactions involving compensation for services
provided to Associated as a director or executive officer by a
related party, are not covered by this policy. A related party
is any executive officer, director, nominee for election as
director or a greater than 5% shareholder of Associated,
including an immediate family member of such persons.
Under the policies and procedures, the Corporate Governance
Committee reviews and either approves or disapproves the entry
into the interested transaction. In considering interested
transactions, the Corporate Governance Committee takes into
account, among other factors it deems appropriate, whether the
interested transaction is on terms no less favorable than terms
generally available to an unaffiliated third party under the
same or similar circumstances and the extent of the related
partys interest in the transaction.
The Related Party Transaction Policies and Procedures can be
found on Associateds website at www.associatedbank.com,
About Us, Investor Relations,
Corporate Governance.
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee of the Board is responsible for providing
independent, objective oversight of Associateds accounting
functions and internal controls. The Audit Committee is
currently composed of four directors, each of whom meets the
independence requirements set forth under the Exchange Act
requirements and in NASDAQ corporate governance rules. The Audit
Committee operates under a written charter approved by the
Board. The Charter can be found at Associateds website at
www.associatedbank.com, About Us, Investor
Relations, Corporate Governance.
Associateds Board has also determined that three of the
members of the Audit Committee, Mr. Hutchinson,
Ms. Kamerick and Ms. Van Lith are audit
committee financial experts, based upon education and work
experience. Associated believes Ms. Van Lith qualifies as
an audit committee financial expert based upon the
fact that she was a Certified Public Accountant and upon her
experience as an auditor for Deloitte, Haskins & Sells
from 1982 to 1984; as the person responsible for external
financial reporting for Deluxe Corp. from 1984 to 1995; and as
Chief Financial Officer for Gelco Information Network from 1999
to 2000. Associated believes Mr. Hutchinson qualifies as an
audit committee financial expert based upon his
experience as Group Vice President, Mergers &
Acquisitions, of BP Amoco p.l.c. from January 1999 to April
2001; and Vice President, Financial Operations, Treasurer,
Controller, and Vice President
41
Mergers, Acquisitions & Negotiations of Amoco
Corporation, Chicago, Illinois, from 1981 to 1999. Associated
believes Ms. Kamerick qualifies as an audit committee
financial expert based upon her experience as Managing
Director and Chief Executive Officer of Houlihan Lokey since May
2010, Senior Vice President, Chief Financial Officer and Chief
Legal Officer of Tecta America Corporation from August 2008
until May 2010; Executive Vice President and Chief Financial
Officer of BearingPoint, Inc. from May 2008 to June 2008;
Executive Vice President, Chief Financial Officer and Chief
Administrative Officer of Heidrick & Struggles
International, Inc., from June 2004 to May 2008; Executive Vice
President and CFO of Bcom3 Group, Inc., parent company of Leo
Burnett and Starcom Media from August 2001 to January 2003; and
Executive Vice President and CFO of United Stationers from 2000
to 2001.
Management is responsible for Associateds internal
controls and financial reporting process. The independent
registered public accounting firm is responsible for performing
an independent audit of Associateds consolidated financial
statements in accordance with auditing standards generally
accepted in the United States of America and to issue a report
thereon, as well as an audit of the effectiveness of our
internal control over financial reporting in accordance with the
Standards of the Public Company Accounting Oversight Board
(United States) (the PCAOB). The Audit
Committees responsibility is to monitor and oversee these
processes. In connection with these responsibilities, the Audit
Committee met with management and the independent registered
public accounting firm to review and discuss the
December 31, 2010 consolidated financial statements. The
Audit Committee also discussed with the independent registered
public accounting firm the matters required by Statement on
Auditing Standards No. 61 The Auditors
Communication With Those Charged With Governance, (AICPA,
Professional Standards, Vol. 1 AU Section 380). The Audit
Committee also received written disclosures from the independent
registered public accounting firm required by the applicable
requirements of the PCAOB regarding the independent registered
public accounting firms communications with the Audit
Committee concerning independence, and the Audit Committee
discussed with the independent registered public accounting firm
that firms independence.
Based upon the Audit Committees discussions with
management and the independent registered public accounting
firm, and the Audit Committees review of the
representations of management and the independent registered
public accounting firm, the Audit Committee recommended that the
Board include the audited consolidated financial statements in
Associateds Annual Report on
Form 10-K
for the year ended December 31, 2010, to be filed with the
Securities and Exchange Commission.
AUDIT
COMMITTEE
|
|
|
|
|
|
|
Ronald R. Harder,
|
|
William R. Hutchinson,
|
|
Eileen A. Kamerick,
|
|
Karen T. Van Lith,
|
Chairman
|
|
Member
|
|
Member
|
|
Member
|
The foregoing Report of the Audit Committee shall not be deemed
to be incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing
under the Securities Act or under the Exchange Act, except to
the extent Associated specifically incorporates this information
by reference and shall not otherwise be deemed filed under such
Acts.
42
PROPOSAL 2
APPROVAL
OF AN ADVISORY (NON-BINDING)
PROPOSAL ON
EXECUTIVE COMPENSATION
As a participant in the TARP Capital Purchase Program, we are
required under the American Recovery and Reinvestment Act of
2009 to include in this Proxy Statement and present at the
shareholders meeting an annual non-binding shareholder vote to
approve the compensation of our executives, as disclosed in this
Proxy Statement pursuant to the compensation rules of the SEC.
The proposal, commonly known as a
Say-on-Pay
proposal, gives you as a shareholder the opportunity to approve,
in a non-binding vote, the compensation of our executives as
disclosed in this proxy statement through the following
resolution:
Resolved, that the shareholders approve the
compensation of the executives of Associated
Banc-Corp,
as disclosed pursuant to the compensation disclosure rules of
the SEC (which disclosure shall include the Compensation
Discussion and Analysis, the compensation tables and any related
material).
The Board of Directors believes that, through its restructuring
of compensation to comply with TARP-mandated compensation
restrictions and its voluntarily imposed restrictions on the
transfer of salary shares, it has successfully aligned the
executive teams opportunities for compensation with wealth
creation for its long-term shareholders. If Associateds
stock fails to create shareholder value over the vesting period
of the restricted stock and retention period of the salary
shares, the value of the executives compensation and
accumulated wealth will decline proportionately.
Associateds CEO, who joined Associated in December 2009,
has been responsible for leading Associated to significant
accomplishments in 2010, as summarized under Executive
Compensation Overview of Associateds 2010
Performance and Compensation Methodology. Through his
leadership, Associateds executive team has implemented
initiatives to realign Associateds businesses to pursue
the opportunities that it believes will arise as the economic
environment in Associateds markets improves.
The CEOs compensation arrangement was structured to
provide a compelling compensation opportunity to induce him to
leave a career of over 29 years with a larger financial
institution not subject to TARP compensation restrictions and to
forfeit substantial deferred compensation upon his separation.
The CEOs compensation arrangement, as well as those of the
other NEOs, have been structured and reviewed annually against
the analysis of compensation levels of peer financial
institutions, several of which were not or are no longer subject
to TARP compensation restrictions, as well as broader market
compensation surveys compiled by the Board of Directors
compensation consultants.
Your vote will not be binding on Associateds Board of
Directors. However, Associateds Compensation and Benefits
Committee plans to consider the outcome of the vote in its
compensation determinations for our executives. Associated
included this
Say-on-Pay
proposal in the proxy statements for the annual meetings of
shareholders held in 2009 and 2010, and received a majority of
votes cast in favor of this proposal in each year.
Recommendation
of the Board of Directors
The Board recommends that shareholders vote FOR the approval of
an advisory (non-binding) proposal on the compensation of the
executives of Associated Banc-Corp, as disclosed pursuant to the
compensation disclosure rules of the SEC (which disclosure
includes the Compensation Discussion and Analysis, the
compensation tables and any related material). If a majority of
the votes cast is voted FOR this Proposal 2, it will pass.
Unless otherwise directed, all proxies will be voted FOR
Proposal 2.
43
PROPOSAL 3
RATIFICATION
OF SELECTION OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has selected, and the Board has approved,
KPMG LLP to serve as Associateds independent registered
public accounting firm for the year ending December 31,
2011. KPMG LLP audited Associateds consolidated financial
statements for the year ended December 31, 2010. It is
expected that a representative of KPMG LLP will be present at
the Annual Meeting, will have the opportunity to make a
statement if he or she so desires, and will be available to
respond to appropriate questions.
If KPMG LLP declines to act or otherwise becomes incapable of
acting, or if its appointment is otherwise discontinued, the
Audit Committee will appoint another independent registered
public accounting firm. If a majority of the votes cast is voted
FOR this Proposal 3, it will pass. Unless otherwise
directed, all proxies will be voted FOR Proposal 3. If the
shareholders do not ratify the selection, the Audit Committee
will take the shareholders vote under advisement.
Fees Paid
to Independent Registered Public Accounting Firm
The following table presents fees for professional audit
services rendered by KPMG LLP for the audit of Associateds
annual financial statements for 2009 and 2010, and fees billed
for other services rendered by KPMG LLP.
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2009
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2010
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Audit Fees(1)
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$
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894,200
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$
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775,000
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Audit-Related Fees(2)
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265,700
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335,800
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Tax Fees
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All Other Fees
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Total Fees
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$
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1,159,900
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$
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1,110,800
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(1)
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Audit fees include those necessary
to perform the audit and quarterly reviews of Associateds
consolidated financial statements. In addition, audit fees
include audit or other attest services required by statute or
regulation, such as comfort letters, consents, reviews of SEC
filings, and reports on internal controls.
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(2)
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Audit-related fees consist
principally of fees for recurring and required financial
statement audits of certain subsidiaries, employee benefit
plans, and common trust funds.
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The Audit Committee is responsible for reviewing and
pre-approving any non-audit services to be performed by
Associateds independent registered public accounting firm.
The Audit Committee has delegated its pre-approval authority to
the Chairman of the Audit Committee to act between meetings of
the Audit Committee. Any pre-approval given by the Chairman of
the Audit Committee pursuant to this delegation is presented to
the full Audit Committee at its next regularly scheduled
meeting. The Audit Committee or Chairman of the Audit Committee
reviews and, if appropriate, approves non-audit service
engagements, taking into account the proposed scope of the
non-audit services, the proposed fees for the non-audit
services, whether the non-audit services are permissible under
applicable law or regulation, and the likely impact of the
non-audit services on the independent registered public
accounting firms independence.
During 2010, each new engagement of Associateds
independent registered public accounting firm to perform audit
and non-audit services was approved in advance by the Audit
Committee or the Chairman of the Audit Committee pursuant to the
foregoing procedures.
The Audit Committee of the Board of Associated considers that
the provision of the services referenced above to Associated is
compatible with maintaining independence by KPMG LLP.
44
Recommendation
of the Board of Directors
The Board recommends that shareholders vote FOR the selection of
KPMG LLP as Associateds independent registered public
accounting firm for the year ending December 31, 2011.
OTHER
MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, Associated is not aware
of any matters to be presented for action at the meeting other
than those described in this Proxy Statement. If any matters
properly come before the Annual Meeting, the proxy form sent
herewith, if executed and returned, gives the designated proxies
discretionary authority with respect to such matters.
45
SHAREHOLDER
PROPOSALS
Proposals of a shareholder submitted pursuant to
Rule 14a-8
of the Securities and Exchange Commission
(Rule 14a-8)
for inclusion in the proxy statement for the annual meeting of
shareholders to be held April 24, 2012, must be received by
Associated at its executive offices no later than
November 10, 2011. This notice of the annual meeting date
also serves as the notice by Associated under the advance-notice
Bylaw described below.
A shareholder that intends to present business other than
pursuant to
Rule 14a-8
at the next annual meeting, scheduled to be held on
April 24, 2012, must comply with the requirements set forth
in Associateds Amended and Restated Bylaws. To bring
business before an annual meeting, Associateds Amended and
Restated Bylaws require, among other things, that the
shareholder submit written notice thereof to Associateds
executive offices not less than 75 days nor more than
90 days prior to April 24, 2012. Therefore, Associated
must receive notice of a shareholder proposal submitted other
than pursuant to
Rule 14a-8
no sooner than January 25, 2012, and no later than
February 9, 2012. If notice is received before
January 25, 2012, or after February 9, 2012, it will
be considered untimely, and Associated will not be required to
present such proposal at the April 24, 2012 Annual Meeting.
By Order of
the Board of Directors,
Brian R. Bodager
Executive Vice President
Chief Administrative Officer
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 9, 2011
46
ANNUAL MEETING OF ASSOCIATED BANC-CORP
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Date: |
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April 26, 2011 |
Time: |
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11:00 A.M. (Central Time) |
Place: |
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Fort Howard Theater Bemis Center, St. Norbert College,
100 Grant Street, De Pere, Wisconsin. |
Please make your marks like this: ý Use dark black pencil or pen only
The Board of Directors recommends that you vote FOR the following:
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1: |
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Election of Directors |
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Directors
Recommend |
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For |
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Withhold |
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01 John F. Bergstrom |
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o |
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For |
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02 Ruth M. Crowley |
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o |
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o |
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For |
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03 Philip B. Flynn |
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o |
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o |
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For |
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04 Ronald R. Harder |
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o |
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o |
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For |
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05 William R. Hutchinson |
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o |
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o |
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For |
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06 Robert A. Jeffe |
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o |
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o |
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For |
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07 Eileen A. Kamerick |
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o |
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o |
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For |
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08 Richard T. Lommen |
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o |
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For |
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09 J. Douglas Quick |
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o |
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o |
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For |
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10 John C. Seramur |
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o |
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o |
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For |
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11 Karen T. Van Lith |
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o |
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o |
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For |
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For |
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Against |
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Abstain |
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2: |
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The approval of an advisory (non-binding)
proposal on executive compensation. |
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o |
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For |
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3: |
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The ratification of the selection of KPMG LLP as
the independent registered public
accounting firm for Associated Banc-Corp
for the year ending December 31, 2011. |
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o |
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For |
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4: |
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To consider and vote upon any other matters
which may properly come before the meeting
or any adjournment thereof. |
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To attend the meeting and vote your shares
in person, please mark this box. |
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Authorized Signatures - This section must be
completed for your Instructions to be executed. |
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Please Sign Here |
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Please Date Above |
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Please Sign Here |
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Please Date Above |
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Please sign exactly as your name(s) appears on your stock
certificate. If held in joint tenancy, all persons should
sign. Trustees, administrators, etc., should include title
and authority. Corporations should provide full name of
corporation and title of authorized officer signing the
proxy.
Annual Meeting of Associated Banc-Corp
to be held on Tuesday, April 26, 2011
for Holders as of March 02, 2011
This proxy is being solicited on behalf of the Board of Directors
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VOTED BY: |
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INTERNET |
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TELEPHONE |
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Go To |
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866-390-6276 |
www.proxydocs.com/asbc |
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Use any touch-tone telephone. |
Cast your vote online. |
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OR |
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Have your Proxy Card/Voting Instruction Form ready. |
View Proxy Materials. |
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Follow the simple recorded instructions. |
MAIL
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OR |
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Mark, sign and date your Proxy Card/Voting Instruction Form. |
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Detach your Proxy Card/Voting Instruction Form. |
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Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. |
The undersigned hereby appoints Kristi A. Hayek and Michael E. Silver, and each or
either of them, as the true and lawful attorneys of the undersigned, with full power of
substitution and revocation, and authorizes them, and each of them, to vote all the
shares of capital stock of Associated Banc-Corp which the undersigned is entitled to vote at
said meeting or any adjournment thereof upon the matters specified and upon such other
matters as may be properly brought before the meeting or any adjournment thereof,
conferring authority upon such true and lawful attorneys to vote in their discretion on
such other matters as may properly come before the meeting and revoking any proxy
heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS
GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE
PROPOSALS IN ITEMS 2 AND 3 AND AUTHORITY WILL BE DEEMED GRANTED UNDER ITEM 4.
All
votes must be received by 11:59 P.M., Eastern Time, April 25, 2011.
All votes for 401(k) participants must be received by 11:59 P.M., Eastern Time, April 24, 2011.
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PROXY TABULATOR FOR
ASSOCIATED BANC-CORP
P.O. BOX 8016
CARY, NC 27512-9903 |
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EVENT # |
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CLIENT # |
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OFFICE # |
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You are cordially invited to attend the Annual Meeting of Shareholders of
Associated Banc-Corp scheduled for 11:00 a.m. (CDT) on Tuesday, April 26, 2011, at
the Fort Howard Theater Bemis Center, St. Norbert College, 100 Grant Street, De
Pere, Wisconsin. Associateds Wealth Management professionals will present an
economic/investment update beginning at 10:00 a.m.
Proxy Associated Banc-Corp
Proxy/Voting Instructions Solicited on Behalf of the Board of
Directors
for the Annual Meeting of Shareholders on April 26, 2011.
The undersigned hereby appoints Kristi A. Hayek and Michael E. Silver, and each
or either of them, as the true and lawful attorneys of the undersigned, with full
power of substitution and revocation, and authorizes them, and each of them, to
vote all the shares of common stock of Associated Banc-Corp which the undersigned is
entitled to vote at said meeting and any adjournment thereof upon the matters
specified and upon such other matters as may be properly brought before the
meeting or any adjournment thereof, conferring authority upon such true and
lawful attorneys to vote in their discretion on such other matters as may
properly come before the meeting and revoking any proxy heretofore given.
1. |
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The election of eleven Directors: John F. Bergstrom, Ruth M. Crowley,
Philip B. Flynn, Ronald R. Harder, William R. Hutchinson, Robert A.
Jeffe, Eileen A. Kamerick, Richard T. Lommen, J. Douglas Quick, John C.
Seramur, Karen T. Van Lith. |
2. |
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The approval of an advisory (non-binding) proposal on executive compensation. |
3. |
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The ratification of the selection of KPMG LLP as the independent registered public
accounting firm for Associated Banc-Corp for the year ending December 31,
2011. |
4. |
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To consider and vote upon any other matters which may properly come before
the meeting or any adjournment thereof. |