UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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¨ | Preliminary Proxy Statement | |||
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x | Definitive Proxy Statement | |||
¨ | Definitive Additional Materials | |||
¨ | Soliciting Material under Rule 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) | ||||
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March 13, 2014
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 22, 2014, at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin. We will present an economic/investment update beginning at 10:00 a.m., with Associateds investment professionals providing an update on the equity market and interest rate environment.
Once again 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 13, 2014, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders informing them that our Proxy Statement, the 2013 Summary Annual Report to Shareholders and our 2013 Form 10-K, along with voting instructions, are available online. As more fully described in the Notice, shareholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the cost of printing and distributing the proxy materials, while providing our shareholders with access to the proxy materials in a fast, easily accessible and efficient manner.
The matters expected to be acted upon at the meeting are described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Your Board of Directors and management look forward to personally greeting those shareholders who are able to attend.
We always appreciate your input and interest in Associated Banc-Corp. Please e-mail comments or questions to shareholders@associatedbank.com.
Sincerely,
William R. Hutchinson
Chairman of the Board
Philip B. Flynn
President and CEO
433 Main Street
Green Bay, Wisconsin 54301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, April 22, 2014
11:00 a.m.
Place:
KI Convention Center, 333 Main Street, Green Bay, Wisconsin
Items of Business:
1. | The election of 12 individuals recommended by the Board of Directors to serve as directors. |
2. | Advisory approval of Associated Banc-Corps named executive officer compensation. |
3. | 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, 2014. |
4. | Such other business as may properly come before the meeting and all adjournments thereof. |
Who May Vote:
You may vote if you were a shareholder of record on February 27, 2014.
YOUR VOTE IS IMPORTANT.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 22, 2014:
The Proxy Statement, the summary annual report, and the 2013 Form 10-K are available online at www.proxydocs.com/ASBC.
YOU CAN VOTE BY INTERNET 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 SIGN, DATE, 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 AT THE MEETING 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 YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
Randall J. Erickson
Executive Vice President,
General Counsel
& Corporate Secretary
Green Bay, Wisconsin
March 13, 2014
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COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
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STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS |
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PROPOSAL 2: ADVISORY APPROVAL OF ASSOCIATED BANC-CORPS NAMED EXECUTIVE OFFICER COMPENSATION |
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PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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PROXY STATEMENT
PURPOSE
INTERNET AVAILABILITY OF PROXY MATERIALS
WHO CAN VOTE
QUORUM AND SHARES OUTSTANDING
REQUIRED VOTES
ABSTENTIONS AND BROKER NON-VOTES
HOW YOU CAN VOTE
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REVOCATION OF PROXY
INFORMATION ABOUT THE BOARD OF DIRECTORS
BOARD COMMITTEES AND MEETING ATTENDANCE
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Name |
Audit | Compensation and Benefits |
Corporate Development |
Corporate Governance |
Enterprise Risk |
Trust | ||||||
John F. Bergstrom |
X | X | ||||||||||
Ruth M. Crowley |
X | X | ||||||||||
Philip B. Flynn* |
Chair | |||||||||||
Ronald R. Harder |
X | X | ||||||||||
William R. Hutchinson(1)(2) |
X | |||||||||||
Robert A. Jeffe |
X | X | X | |||||||||
Eileen A. Kamerick(1) |
Chair | X | X | |||||||||
Richard T. Lommen |
Chair | X | ||||||||||
J. Douglas Quick |
X | Chair | ||||||||||
Karen T. van Lith(1) |
X | Chair | ||||||||||
John (Jay) B. Williams |
X | Chair | ||||||||||
Number of Meetings |
14 | 6 | 1 | 7 | 6 | 4 | ||||||
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* President and Chief Executive Officer of Associated | ||||||||||||
(1) Meets the requirements of an audit committee financial expert | ||||||||||||
(2) Mr. Hutchinson may attend meetings of each of the committees
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SEPARATION OF BOARD CHAIRMAN AND CEO
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DIRECTOR NOMINEE RECOMMENDATIONS
COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARD
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Name and Address |
Amount and Nature of Beneficial Ownership(1) |
Percent of Class |
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FMR LLC |
13,768,896 | 8.47 | % | ||||||||||||
Columbia Wanger Asset Management, LLC |
12,815,500 | 7.80 | % | ||||||||||||
Blackrock, Inc. |
11,952,860 | 7.40 | % | ||||||||||||
State Street Corporation |
10,101,653 | 6.20 | % | ||||||||||||
The Vanguard Group |
9,626,633 | 5.92 | % | ||||||||||||
(1) Shares are deemed to be beneficially owned by a person if such person, directly or indirectly, has or shares (a) the power to vote or to direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. In addition, a person is deemed to beneficially own any shares of which such person has the right to acquire beneficial ownership within 60 days.
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STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership(1) |
Shares Issuable Within 60 Days(2) |
Percent of Class |
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Directors |
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Philip B. Flynn |
683,870 | 187,016 | * | |||||||||||
John F. Bergstrom |
20,500 | 0 | * | |||||||||||
Ruth M. Crowley |
3,353 | 0 | * | |||||||||||
Ronald R. Harder |
19,998 | 0 | * | |||||||||||
William R. Hutchinson |
89,213 | 0 | * | |||||||||||
Robert A. Jeffe |
17,000 | 0 | * | |||||||||||
Eileen A. Kamerick |
4,500 | 0 | * | |||||||||||
Richard T. Lommen |
163,781 | 0 | * | |||||||||||
Cory L. Nettles |
0 | 0 | * | |||||||||||
J. Douglas Quick |
56,295 | 0 | * | |||||||||||
Karen T. van Lith |
10,000 | 0 | * | |||||||||||
John (Jay) B. Williams |
5,900 | 0 | * | |||||||||||
Named Executive Officers |
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Christopher J. Del Moral-Niles |
93,396 | 38,863 | * | |||||||||||
James Yee |
42,026 | 10,285 | * | |||||||||||
Randall J. Erickson |
53,289 | 26,112 | * | |||||||||||
John A. Utz |
101,539 | 30,961 | * | |||||||||||
All Directors and Executive Officers as a group (25 persons) |
2,322,236 | (3) | 770,399 | 1.43 | % | |||||||||
* Denotes percentage is less than 1%. | ||||||||||||||
(1) Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, by a corporate entity, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of the Record Date and vested and unvested service-based restricted stock. | ||||||||||||||
(2) Shares subject to options exercisable within 60 days of the Record Date. | ||||||||||||||
(3) Includes an aggregate of 36,912 shares that have been pledged by a director in securities brokerage accounts in compliance with Associateds Insider Trading Policy.
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Beneficial Owner |
Number of RSUs |
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Directors |
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John F. Bergstrom |
9,221 | |||
Ruth M. Crowley |
9,221 | |||
Ronald R. Harder |
9,221 | |||
William R. Hutchinson |
12,863 | |||
Robert A. Jeffe |
9,221 | |||
Eileen A. Kamerick |
9,221 | |||
Richard T. Lommen |
9,221 | |||
Cory L. Nettles |
8,331 | |||
J. Douglas Quick |
9,221 | |||
Karen T. van Lith |
9,221 | |||
John (Jay) B. Williams |
9,221 | |||
All Directors as a group
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104,183 |
Beneficial Owner |
Number of RSUs |
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Named Executive Officers |
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Philip B. Flynn |
123,461 | |||
Christopher J. Del Moral-Niles |
28,396 | |||
James Yee |
24,341 | |||
Randall J. Erickson |
21,588 | |||
John A. Utz |
21,400 | |||
All Executive Officers as a group (14 persons)
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370,308 |
Each RSU represents the contingent right to receive one share of Common Stock. For directors, the RSUs vest 100% on the fourth anniversary of the grant date. For executive officers, the RSUs are subject to vesting based on performance criteria set forth in the applicable RSU grant agreement.
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DEPOSITARY SHARES OF SERIES B PREFERRED STOCK
The following table provides information concerning beneficial ownership of depositary shares. Each depositary share represents a 1/40th ownership interest in a share of Associateds 8.00% Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the Series B Preferred Stock). Holders of depositary shares are entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights).
Name of Beneficial Owner |
Amount and Nature |
Percent |
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Directors |
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Philip B. Flynn |
40,000 | 1.54 | % | |||||
John F. Bergstrom |
20,000 | * | ||||||
Ruth M. Crowley |
0 | * | ||||||
Ronald R. Harder |
4,000 | * | ||||||
William R. Hutchinson |
0 | * | ||||||
Robert A. Jeffe |
36,420 | 1.40 | % | |||||
Eileen A. Kamerick |
0 | * | ||||||
Richard T. Lommen |
20,000 | * | ||||||
Cory L. Nettles |
0 | * | ||||||
J. Douglas Quick |
4,000 | * | ||||||
Karen T. van Lith |
1,400 | * | ||||||
John (Jay) B. Williams |
0 | * | ||||||
Named Executive Officers |
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Christopher J. Del Moral-Niles |
0 | * | ||||||
James Yee |
0 | * | ||||||
Randall J. Erickson |
0 | * | ||||||
John A. Utz |
0 | * | ||||||
All Directors and Executive Officers as a group (25 persons) |
129,620 | 4.98 | % | |||||
* Denotes percentage is less than 1%. (1) Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, or in the name of a trust or by minor children.
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OWNERSHIP IN DIRECTORS DEFERRED COMPENSATION PLAN
Beneficial Owner |
Account Balance |
Equivalent |
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John F. Bergstrom |
$ | 105,096 | 6,362 | |||||
Ruth M. Crowley |
368,965 | 22,334 | ||||||
Ronald R. Harder |
315,094 | 19,073 | ||||||
William R. Hutchinson |
338,932 | 20,516 | ||||||
Robert A. Jeffe |
271,681 | 16,446 | ||||||
Eileen A. Kamerick |
345,809 | 20,933 | ||||||
Richard T. Lommen |
856,994 | 51,876 | ||||||
Cory L. Nettles |
0 | 0 | ||||||
J. Douglas Quick |
338,932 | 20,516 | ||||||
Karen T. van Lith |
315,094 | 19,073 | ||||||
John (Jay) B. Williams |
57,123 | 3,458 | ||||||
All Directors as a group |
$ | 3,313,720 | 200,587 | |||||
(1) Based on the closing price of $16.52 of Associated Common Stock on the Record Date.
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COMPENSATION DISCUSSION AND ANALYSIS
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(1) | Tier 1 common equity, a non GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of Associateds capital with the capital of other financial services companies. Management uses Tier 1 common equity, along with other capital measures, to assess and monitor Associateds capital position. Tier 1 common equity is Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. |
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Elements of Associateds Executive Compensation Program
Key Changes in Executive Compensation Program in 2013
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OVERVIEW OF COMPENSATION METHODOLOGY
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BancorpSouth, Inc. | Cullen/Frost Bankers, Inc. | SVB Financial Group | ||
BOK Financial Corp. | East West Bancorp, Inc. | Synovus Financial Corp. | ||
Citizens Republic Bancorp, Inc* | First Citizens Bancshares Inc. | TCF Financial Corporation | ||
City National Corp. | First Horizon National Corp. | Valley National Bancorp | ||
Comerica Incorporated | Fulton Financial Corporation | Webster Financial Corp. | ||
Commerce Bancshares, Inc.
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Huntington Bancshares Inc. | Zions Bancorporation |
* Citizens Republic Bancorp, Inc. was acquired by FirstMerit Corporation in April 2013.
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COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 2013
Compensation Element |
Description | Objective | ||
Base Salary |
Fixed cash amount based on peer and market comparison and individual performance | Attract and retain highly skilled individuals | ||
Management Incentive Plan |
Annual cash opportunity based on overall company and individual performance | Align the performance of participants, participants business units and Associated as a whole with overall shareholder value, by: Providing incentives for participants (including the NEOs) to achieve or exceed corporate goals; Rewarding individual and team performance at a level consistent with changes in shareholder value; Maintaining an overall executive compensation program that reflects Associateds performance and is competitive with the marketplace; and Motivating and retaining talented individuals.
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Long-Term Equity Incentive Compensation |
Long-term award based on three-year company performance and individual service | Provide equity incentive for achieving certain specified long-term business goals Reward participants for increasing Associateds shareholder value Align executive interests and compensation with long-term shareholder results and Serve as a retention tool for key executives | ||
Perquisites |
Perquisites in 2013 were limited to executive physical examinations and retirement planning
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Small component of pay intended to promote executive well-being and efficiency |
Composition of Total Compensation
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Return on Tier 1 Common Equity | ||||||||||||||||||||
EPS | <5.50% | 5.50%- 6.49% |
6.50%- 7.49% |
7.50%- 8.74% |
8.75%- 10.00% |
10.01%- 11.00% |
11.01%- 12.00% |
12.01%- 13.00% |
>13.00% | |||||||||||
$1.15 |
25% | 55% | 75% | 95% | 124% | 130% | 150% | 170% | 175% | |||||||||||
$1.10 |
25% | 50% | 70% | 90% | 114%** | 125% | 145% | 165% | 175% | |||||||||||
$1.07 |
25% | 47% | 67% | 87% | 108% | 122% | 142% | 162% | 175% | |||||||||||
$1.03 |
25% | 43% | 63% | 83% | 100%* | 118% | 138% | 158% | 175% | |||||||||||
$.99 |
25% | 39% | 59% | 79% | 92% | 114% | 134% | 154% | 175% | |||||||||||
$.95 |
25% | 35% | 55% | 75% | 84% | 110% | 130% | 150% | 175% | |||||||||||
$.91 |
25% | 31% | 51% | 71% | 76% | 106% | 126% | 146% | 175% | |||||||||||
* | At target. |
** | Actual funding level based on Associateds performance |
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Vesting of the First Third - 2013-2015 LTIPP
Actual Results | 2013 EPS | TSR Interpolation Will Apply outside 40.1% to 60% Band | ||||||||||||
18% Percentile | 0 - 20% | 20.1 - 40% | 40.1 - 60% | 60.1 - 80% | 80.1 - 100% | |||||||||
135% | 1.18 | 112.5 - 137.5% | 137.6 - 162.5% | 175% | 187.6 - 200.0% | 200.0% | ||||||||
120% | 1.15 | 97.5 - 122.5% | 122.6 - 147.5% | 160% | 172.6 - 197.5% | 197.6 - 200% | ||||||||
105% | 1.12 | 82.5 - 107.5% | 107.6 - 132.5% | 145% | 157.6 - 182.5% | 182.6 - 200% | ||||||||
95% | 1.10 | 72.5 - 97.5% | 97.6 - 122.5% | 135% | 147.6 - 172.5% | 172.6 - 197.5% | ||||||||
85% | 1.08 | 62.5 - 87.5% | 77.6 - 102.5% | 125% | 137.6 - 162.5% | 162.6 - 187.5% | ||||||||
70% | 1.05 | 47.5 - 72.5% | 72.6 - 97.5% | 110% | 122.6 - 147.5% | 147.6 - 172.5% | ||||||||
60% | 1.03 | 37.5 - 62.5% | 62.6 - 87.5% | 100% | 112.6 - 137.5% | 137.6 - 162.5% | ||||||||
50% | 1.01 | 27.5 - 52.5% | 52.6 - 77.5% | 90% | 102.6 - 127.5% | 127.6 - 152.5% | ||||||||
35% | 0.98 | 25.0 - 37.5% | 37.6 - 62.5% | 75% | 87.6 - 112.5% | 112.6 - 137.5% | ||||||||
25% | 0.96 | 25.0 - 27.5% | 27.6 - 52.5% | 65% | 77.6 - 102.5% | 102.6 - 127.5% | ||||||||
25% | 0.93 | 25.0% | 25.1 - 37.5% | 50% | 62.6 - 87.5% | 87.6 - 112.5% |
OTHER BENEFIT PROGRAMS
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COMPENSATION DECISIONS FOR 2014
POLICIES
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COMPENSATION AND BENEFITS COMMITTEE REPORT
The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing.
THE COMPENSATION AND BENEFITS COMMITTEE
Richard T. Lommen, Chairman
John F. Bergstrom
Ruth M. Crowley
Robert A. Jeffe
John (Jay) B. Williams
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SUMMARY COMPENSATION TABLE
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($)(1) |
Option ($)(1) |
(MIP) Non-Equity ($)(2) |
Change in ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
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Philip B. Flynn |
2013 | $ | 1,250,000 | $ | 0 | $ | 1,593,738 | $ | 531,276 | $ | 812,250 | $ | 13,859 | $ | 258,244 | $ | 4,459,367 | |||||||||||||||||||
President and CEO |
2012 | $ | 1,298,077 | $ | 0 | $ | 1,062,489 | $ | 1,062,495 | $ | 712,500 | $ | 13,282 | $ | 157,113 | $ | 4,305,956 | |||||||||||||||||||
2011 | $ | 3,496,615 | $ | 0 | $ | 1,200,000 | $ | 0 | $ | 0 | $ | 12,724 | $ | 321,097 | $ | 5,030,436 | ||||||||||||||||||||
Christopher J. Del |
2013 | $ | 477,500 | $ | 0 | $ | 362,235 | $ | 120,753 | $ | 360,000 | $ | 13,788 | $ | 50,433 | $ | 1,384,709 | |||||||||||||||||||
Moral-Niles |
2012 | $ | 448,554 | $ | 60,000 | $ | 215,726 | $ | 215,743 | $ | 350,000 | $ | 13,207 | $ | 25,415 | $ | 1,328,645 | |||||||||||||||||||
Executive Vice President, Chief Financial Officer |
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James Yee |
2013 | $ | 458,333 | $ | 0 | $ | 344,990 | $ | 115,005 | $ | 260,000 | $ | 13,113 | $ | 60,457 | $ | 1,251,898 | |||||||||||||||||||
Executive Vice President, Chief Information Officer |
2012 | $ | 284,711 | $ | 200,000 | $ | 199,988 | $ | 138,563 | $ | 225,000 | $ | 12,500 | $ | 64,170 | $ | 1,124,932 | |||||||||||||||||||
Randall J. Erickson |
2013 | $ | 406,667 | $ | 0 | $ | 305,987 | $ | 102,003 | $ | 240,000 | $ | 13,113 | $ | 46,710 | $ | 1,114,480 | |||||||||||||||||||
Executive Vice President, General Counsel |
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John A. Utz |
2013 | $ | 348,417 | $ | 0 | $ | 288,742 | $ | 96,255 | $ | 310,000 | $ | 13,859 | $ | 40,562 | $ | 1,097,835 | |||||||||||||||||||
Executive Vice President, Head of Specialized Industries and Commercial Financial Services |
2012 | $ | 353,596 | $ | 50,000 | $ | 170,244 | $ | 170,248 | $ | 295,000 | $ | 13,282 | $ | 26,712 | $ | 1,079,082 |
(1) | Stock and Option Awards 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 2013 Form 10-K. |
(2) | Amounts reported in this column reflect cash incentive awards provided under the Management Incentive Plan, described in the Annual Total Compensation Annual Cash Award section beginning on page 17. |
(3) | Reflects the change in present value of the Retirement Account Plan (RAP). Further details regarding the RAP can be found in the Retirement Plans section on page 22 and in the Pension Benefits in 2013 table on page 29. |
(4) | Amounts in All Other Compensation for 2013 include the following: |
| Employer-paid premiums for life insurance and long-term disability insurance coverages for each of the NEOs; |
| The employer match on each participating NEOs 2013 contributions to the 401(k) Plan (up to $11,475 for each of the participating NEOs); |
| The 2013 employer contributions to the SERP for each of the NEOs (Mr. Flynn - $213,438, Mr. Del Moral-Niles - $32,955, Mr. Yee - $31,692, Mr. Utz $19,421, and Mr. Erickson - $30,933). Additional details regarding the SERP can be found in the Retirement Plans section on page 22 and in the Nonqualified Deferred Compensation in 2013 table on page 29; |
| Employer payment of financial planning services in the amount of $12,000 for each of Mr. Flynn, Mr. Yee and Mr. Utz; |
| For Mr. Del Moral-Niles and Mr. Yee, the cost of a physical examination; and |
| For Mr. Del Moral-Niles and Mr. Utz, a good-health incentive rebate. |
26
GRANTS OF PLAN-BASED AWARDS DURING 2013
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
All Other Stock Awards: Number of Shares of Stock (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards ($)(3) |
|||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||
Philip B. Flynn |
1/22/2013 | | | | | | | | 139,747 | 14.02 | $ | 531,276 | ||||||||||||||||||||||||||||||
1/22/2013 | | | | | | | 37,892 | | 14.02 | 531,246 | ||||||||||||||||||||||||||||||||
1/22/2013 | | | | 18,946 | 75,784 | 151,568 | | | 14.02 | 1,062,492 | ||||||||||||||||||||||||||||||||
| | 712,500 | | | | | | | | | ||||||||||||||||||||||||||||||||
Christopher J. Del Moral-Niles | 1/22/2013 1/22/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,612 |
|
|
31,763 |
|
|
14.02 14.02 |
|
$
|
120,753 120,740 |
| |||||||||||
1/22/2013 | | | | 4,306 | 17,225 | 34,450 | | | 14.02 | 241,495 | ||||||||||||||||||||||||||||||||
| | 350,000 | | | | | | | | | ||||||||||||||||||||||||||||||||
James Yee |
1/22/2013 | | | | | | | | 30,251 | 14.02 | $ | 115,005 | ||||||||||||||||||||||||||||||
1/22/2013 | | | | | | | 8,202 | | 14.02 | 114,992 | ||||||||||||||||||||||||||||||||
1/22/2013 | | | | 4,101 | 16,405 | 32,810 | | | 14.02 | 229,998 | ||||||||||||||||||||||||||||||||
| | 225,000 | | | | | | | | | ||||||||||||||||||||||||||||||||
Randall J. Erickson | 1/22/2013 1/22/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,275 |
|
|
26,831 |
|
|
14.02 14.02 |
|
$
|
102,003 101,996 |
| |||||||||||
1/22/2013 | | | | 3,637 | 14,550 | 29,100 | | | 14.02 | 203,991 | ||||||||||||||||||||||||||||||||
| | 265,000 | | | | | | | | | ||||||||||||||||||||||||||||||||
John A. Utz |
1/22/2013 | | | | | | | | 25,319 | 14.02 | $ | 96,255 | ||||||||||||||||||||||||||||||
1/22/2013 | | | | | | | 6,865 | | 14.02 | 96,247 | ||||||||||||||||||||||||||||||||
1/22/2013 | | | | 3,432 | 13,730 | 27,460 | | | 14.02 | 192,495 | ||||||||||||||||||||||||||||||||
| | 295,000 | | | | | | | | |
(1) | Reflects annual incentive awards to the NEOs under the 2013 MIP. Amounts shown in the target column are equal to the amounts paid to the NEOs under the MIP in 2012 which served as the base amounts used by the Committee for determining the actual annual incentive award paid to each NEO under the 2013 MIP. The 2013 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan. See Annual Total Compensation - Annual Cash Award beginning on page 17 for additional details. |
(2) | Reflects performance-based RSU grants made to the NEOs under the 2013 LTIPP. The threshold and maximum amounts represent the 25% and 200% limits within the LTIPP. See Long-Term Compensation Long-Term Incentive Performance Plan beginning on page 20 for additional details. |
(3) | 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 2013 Form 10-K. |
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Name |
Number of (#) Exercisable (1) |
Number of (#) Unexercisable (1) |
Option Exercise Price ($) |
Option (1) |
Number of (#) |
Market Value of ($)(2) |
Equity Incentive (#)(3) |
Equity ($)(2) |
||||||||||||||||||||||||
Philip B. Flynn |
70,792 | 137,422 | $ | 12.97 | 01/23/2022 | 37,892 | (4) | $ | 659,321 | 74,495 | $ | 1,296,213 | ||||||||||||||||||||
139,747 | $ | 14.02 | 01/22/2023 | |||||||||||||||||||||||||||||
Christopher J. Del Moral-Niles |
|
12,642 1,599 |
|
|
24,542 3,104 |
|
$ $ |
12.97 14.04 |
|
|
01/23/2022 03/23/2022 |
|
|
5,214 1,222 |
(5) (6) |
$ $ |
90,724 21,263 |
|
16,932 | $ | 294,617 | |||||||||||
31,763 | $ | 14.02 | 01/22/2023 | 8,612 | (4) | $ | 149,849 | |||||||||||||||||||||||||
James Yee |
39,312 | $ | 12.89 | 05/14/2022 | 15,515 | (7) | $ | 269,961 | 16,126 | $ | 280,592 | |||||||||||||||||||||
30,251 | $ | 14.02 | 01/22/2023 | 8,202 | (4) | $ | 142,715 | |||||||||||||||||||||||||
Randall J. Erickson |
8,622 | |
16,737 26,831 |
|
$ $ |
13.41 14.02 |
|
|
04/19/2022 01/22/2023 |
|
|
2,461 7,275 |
(8) (4) |
$ $ |
42,821 126,585 |
|
14,302 | $ | 248,855 | |||||||||||||
John A. Utz |
11,343 |
|
22,020 25,319 |
|
$ $ |
12.97 14.02 |
|
|
01/23/2022 01/22/2023 |
|
|
4,584 1,312 6,865 |
(5) (9) (4) |
$ $ $ |
79,762 22,829 119,451 |
|
13,496 | $ | 234,830 |
(1) | Options have a three-year stepped vesting schedule (34% vest on the first anniversary following the date of the grant and 33% vest on each of the second and third anniversaries following the date of the grant) with the exception of options held by Mr. Yee expiring on May 14, 2022, which will vest 50% on the third anniversary after the grant date and the remaining 50% on the fifth anniversary after the grant date. |
(2) | Market value based on the closing price of the Common Stock of $17.40 on December 31, 2013. |
(3) | Performance-based RSUs granted in 2013, composed of actual portion (95%) of performance-based RSU grant that vested based on the 2013 performance period and target portion of 2013 grant applicable to 2014 and 2015 performance periods. |
(4) | Restricted stock scheduled to vest 34% on January 22, 2014, 33% on January 22, 2015 and 33% on January 22, 2016. |
(5) | Restricted stock scheduled to vest on January 25, 2014. |
(6) | Restricted stock scheduled to vest 50% on March 23, 2014 and 50% on March 23, 2015. |
(7) | Restricted stock scheduled to vest 50% on May 14, 2015 and 50% on May 14, 2017. |
(8) | Restricted stock scheduled to vest 50% on April 19, 2014 and 50% on April 19, 2015. |
(9) | Restricted stock scheduled to vest on June 21, 2014. |
28
OPTION EXERCISES AND STOCK VESTED IN 2013
Option Awards | Stock Awards | |||||||||||||||
Name of Executive Officer |
Number of |
Value |
Number of Shares Acquired on (#)(1) |
Value Realized ($)(2) |
||||||||||||
Philip B. Flynn |
0 | $ | 0 | 160,044 | $ | 2,217,656 | ||||||||||
Christopher J. Del Moral-Niles |
0 | $ | 0 | 25,844 | $ | 360,143 | ||||||||||
James Yee |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
Randall J. Erickson |
0 | $ | 0 | 11,334 | $ | 157,795 | ||||||||||
John A. Utz |
0 | $ | 0 | 25,094 | $ | 352,265 |
(1) | Amounts include the following numbers of shares of restricted stock for which the restrictions have lapsed: for Mr. Flynn 78,125, Mr. Del Moral-Niles 11,215, Mr. Erickson 1,267, and Mr. Utz 11,968; and the following numbers of vested restricted stock units: for Mr. Flynn 81,919, Mr. Del Moral-Niles 14,629, Mr. Erickson 10,067, and Mr. Utz 13,126. |
(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 2013
Name |
Plan Name |
Number of (#) |
Present Value of ($) |
Payments | ||||||
Philip B. Flynn |
RAP | 4 | 52,115 | 0 | ||||||
Christopher J. Del Moral-Niles |
RAP | 3 | 49,582 | 0 | ||||||
James Yee |
RAP | 2 | 25,613 | 0 | ||||||
Randall J. Erickson |
RAP | 2 | 25,613 | 0 | ||||||
John A. Utz |
RAP | 4 | 52,115 | 0 |
Further information regarding the RAP can be found in the Retirement Plans section on page 22.
NONQUALIFIED DEFERRED COMPENSATION IN 2013
Name |
Plan |
Executive ($)(1) |
Registrant ($)(2) |
Aggregate ($) |
Aggregate ($) |
Aggregate ($)(3) |
||||||||||||||
Philip B. Flynn |
Flynn SERP | $0 | $ | 213,438 | $ | 298,478 | $ | 0 | $ | 1,338,683 | ||||||||||
Christopher J. Del Moral-Niles |
SERP | $0 | $ | 32,955 | $ | 6,937 | $ | 0 | $ | 66,411 | ||||||||||
James Yee |
SERP | $0 | $ | 31,692 | $ | 270 | $ | 0 | $ | 35,259 | ||||||||||
Randall J. Erickson |
SERP | $0 | $ | 30,933 | $ | 346 | $ | 0 | $ | 33,162 | ||||||||||
DCP | $79,500 | $ | 0 | $ | 16,124 | $ | 0 | $ | 95,624 | |||||||||||
John A. Utz |
SERP | $0 | $ | 19,421 | $ | 10,240 | $ | 0 | $ | 81,372 |
29
(1) | This amount reflects a contribution made by Mr. Erickson from his 2012 annual incentive, paid to him in 2013. Because Mr. Erickson was not a NEO in 2012, this amount has not been previously reported in the Summary Compensation Table. |
(2) | For Mr. Flynn, these amounts reflect contributions made by Associated during 2013 based on his compensation for the 2013 fiscal year. For the other NEOs, these amounts reflect contributions made by Associated in 2014 based on compensation for the 2013 fiscal year. These amounts are reported in the All Other Compensation column for each executive officer in the Summary Compensation Table. |
(3) | Of the amounts disclosed in this column with respect to the Flynn SERP or the SERP, the following amounts were reported in the Summary Compensation Table in either 2013 or prior years: Mr. Flynn $958,396; Mr. Del Moral-Niles - $45,883; Mr. Yee - $34,990; Mr. Erickson - $30,933; and Mr. Utz - $30,182. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Flynn SERP and the SERP reflect earnings (and losses) on the SERP contributions and any contributions prior to the executive becoming a NEO. Of the amounts disclosed in this column with respect to the Deferred Compensation Plan, no amounts were previously disclosed in the Summary Compensation Table in either 2013 or prior years. |
Further information regarding the Flynn SERP and the SERP for the other NEOs can be found in the Retirement Plans section on page 22, and further information regarding the Deferred Compensation Plan can be found in the Deferred Compensation Plan section on page 21.
The investment alternatives available to the NEO under the Flynn SERP, the SERP and the Deferred Compensation Plan for the other NEOs are selected by Associated and may be changed from time to time. The executive officers are permitted to change their investment elections at any time on a prospective basis. The table below shows the funds available under both the SERPs and the Deferred Compensation Plan and their annual rate of return for the calendar year ended December 31, 2013.
30
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Name |
Total Salary Continuation Benefit (1) |
Medical, Dental, Life Insurance Benefits for the Duration of Payments (2) |
Accrued Vacation (3) |
Retirement Plan Contributions, Including the RAP, 401(k) and SERP |
Incentive Bonus (4) |
Outplacement Benefit (5) |
Total Value of Shares of Restricted Stock and Restricted Stock Units (6) |
Total Value of Options (7) |
Total (8) |
|||||||||||||||||||||||||||
Philip B. Flynn |
$ | 3,750,000 | $ | 61,368 | $ | 24,038 | $ | 680,175 | $ | 2,137,500 | $ | 20,000 | $ | 2,002,971 | $ | 1,394,733 | $ | 10,070,785 | ||||||||||||||||||
Christopher J. Del Moral-Niles |
$ | 966,000 | $ | 33,892 | $ | 9,288 | $ | 137,655 | $ | 700,000 | $ | 20,000 | $ | 567,234 | $ | 287,886 | $ | 2,721,955 | ||||||||||||||||||
James Yee |
$ | 920,000 | $ | 26,736 | $ | 8,846 | $ | 131,100 | $ | 450,000 | $ | 20,000 | $ | 703,536 | $ | 279,546 | $ | 2,539,764 | ||||||||||||||||||
Randall J. Erickson |
$ | 816,000 | $ | 2,340 | $ | 7,846 | $ | 116,280 | $ | 530,000 | $ | 20,000 | $ | 427,378 | $ | 191,871 | $ | 2,111,715 | ||||||||||||||||||
John A. Utz |
$ | 700,000 | $ | 27,226 | $ | 6,731 | $ | 52,500 | $ | 590,000 | $ | 20,000 | $ | 465,474 | $ | 233,376 | $ | 2,095,307 |
(1) | Based on base salary at December 31, 2013. Pursuant to the Change of Control Plan, Mr. Flynn would be paid three times the amount of his base salary with an installment period of three years, and the other NEOs would be paid two times the amount of their base salary with an installment period of two years. |
(2) | Based on program costs at December 31, 2013. |
(3) | Maximum unused vacation accrual is 40 hours at year end pursuant to Associateds policy. |
(4) | Pursuant to the Change of Control Plan, Mr. Flynn would be paid three times the amount of his target bonus with an installment period of three years, and the other NEOs would each be paid two times the amount of their target bonus with an installment period of two years. In the event of a change of control prior to year end, Mr. Flynn and the other NEOs would also be entitled to receive an amount equal to their prorated bonuses for the year in which the change of control occurs. |
(5) | The Change of Control Plan provides that outplacement services at the senior management and executive level, commensurate with the eligible employees duties, shall be provided by a mutually agreed outplacement agency. $20,000 is an estimate of the actual cost of these outplacement services. |
31
(6) | Value based on closing price of Associated Banc-Corp Common Stock of $17.40 on December 31, 2013. This includes the value of all unvested Restricted Stock and performance based RSUs (illustrated at target), and any accrued dividend equivalent payments on all RSUs. |
(7) | Value based on the closing price of Associated Banc-Corp Common Stock of $17.40 on December 31, 2013. |
(8) | The Change of Control Plan also provides for payment of legal fees and expenses, if any, incurred as a result of a termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment or in seeking to obtain or enforce any right or benefit provided by the Change of Control Plan). In addition, under the Change of Control Plan, payments are reduced in the event that the NEOs would be subject to excise taxes imposed under Section 280G, but only where the after-tax payments received by the NEO would be greater than the after-tax payments without regard to such reduction. The total amounts payable above have been calculated assuming no legal fees and expenses would be incurred and no 280G reduction would apply. |
32
DIRECTORS DEFERRED COMPENSATION PLAN
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option ($) |
Non-Equity ($) |
Change in ($) |
All Other ($) |
Total ($) |
|||||||||||||||
John F. Bergstrom |
$ | 70,000 | $ | 70,000 | $ | 0 | $0 | $0 | $0 | $ | 140,000 | |||||||||||
Ruth M. Crowley |
70,000 | 70,000 | 0 | 0 | 0 | 0 | 140,000 | |||||||||||||||
Ronald R. Harder |
70,000 | 70,000 | 0 | 0 | 0 | 0 | 140,000 | |||||||||||||||
William R. Hutchinson |
188,000 | 70,000 | 0 | 0 | 0 | 0 | 258,000 | |||||||||||||||
Robert A. Jeffe |
89,500 | 70,000 | 0 | 0 | 0 | 0 | 159,500 | |||||||||||||||
Eileen A. Kamerick |
99,500 | 70,000 | 0 | 0 | 0 | 0 | 169,500 | |||||||||||||||
Richard T. Lommen |
80,000 | 70,000 | 0 | 0 | 0 | 0 | 150,000 | |||||||||||||||
Cory L. Nettles1 |
0 | 70,000 | 0 | 0 | 0 | 0 | 70,000 | |||||||||||||||
J. Douglas Quick |
80,000 | 70,000 | 0 | 0 | 0 | 0 | 150,000 | |||||||||||||||
Karen T. van Lith |
98,000 | 70,000 | 0 | 0 | 0 | 0 | 168,000 | |||||||||||||||
John (Jay) B. Williams |
80,000 | 70,000 | 0 | 0 | 0 | 0 | 150,000 |
(1) Mr. Nettles was appointed to the board of directors in December 2013 and, as a result, did not receive any fees for services in 2013.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
33
RELATED PARTY TRANSACTION POLICIES AND PROCEDURES
34
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 and NYSE 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 two of the members of the Audit Committee, Ms. Kamerick and Ms. van Lith are audit committee financial experts, based upon their respective education and work experience. Associated believes Ms. Kamerick qualifies as an audit committee financial expert based upon her experience as Chief Financial Officer of Press Ganey Associates, Inc. since October 2012, Managing Director and Chief Financial 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 Chief Financial Officer of Bcom3 Group, Inc., parent company of Leo Burnett and Starcom Media from August 2001 to January 2003; and Executive Vice President and Chief Financial Officer of United Stationers from 2000 to 2001. 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 from 1984 to 1995; and as Chief Financial Officer for Gelco from 1999 to 2000.
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, 2013 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 the 2013 Form 10-K, to be filed with the SEC.
AUDIT COMMITTEE
Eileen A. Kamerick, Chairman
Ronald R. Harder
J. Douglas Quick
Karen T. van Lith
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.
35
ELECTION OF DIRECTORS
Directors elected at the Annual Meeting will serve for one-year terms expiring at the 2015 Annual Meeting and, with respect to each director, until his or her successor is duly elected and qualified. The term of each director listed under Nominees for Election to Our Board expires at the Annual Meeting.
Unless otherwise directed, all proxies will be voted FOR the election of each of the individuals nominated to serve as directors. The biographical information below for each nominee includes the specific experience, qualifications, attributes or skills that led to the Corporate Governance Committees conclusion that such nominee should serve as a director. The 12 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associateds Corporate Governance Guidelines, any nominee in an uncontested election 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, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.
Each nominee has consented to serve as a director, if elected, and as of the date of this Proxy Statement, Associated has no reason to believe that any of the nominees will be unable to serve. Correspondence may be directed to nominees at Associateds executive offices.
The information presented below is as of February 27, 2014.
NOMINEES FOR ELECTION TO OUR BOARD
Philip B. Flynn | Director since 2009 | |
Age: 56 |
Philip B. Flynn joined Associated Banc-Corp as President and Chief Executive Officer in December 2009. Mr. Flynn has more than 30 years of financial services industry experience. Prior to joining Associated, Mr. Flynn held the position of Vice Chairman and Chief Operating Officer of Union Bank in California. During his nearly 30-year career at Union Bank, he held a broad range of other executive positions, including chief credit officer and head of commercial banking, specialized lending and wholesale banking activities. Mr. Flynn is a member of the Board of the Financial Services Roundtable, the Board of the Medical College of Wisconsin, the Milwaukee Art Museum Board of Trustees, the Board of Trustees of St. Norbert College, the Board of the United Performing Arts Fund, the University of Wisconsin-Green Bay Foundation Board of Directors, and the Board of Wisconsin Manufacturers & Commerce. Mr. Flynns qualifications to serve as a director and Chair of the Corporate Development Committee include his executive level responsibility at a large financial institution.
John F. Bergstrom | Director since 2010 | |
Age: 67 |
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 also 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 has also served as a director of Sensient Technologies Corp. (through April 2006), Banta Corporation (through January 2007) and
36
Midwest Air Group, Inc. (through June 2007). In December 2012, Mr. Bergstrom completed the National Association of Corporate Directors (NACD) corporate training program for Compensation Committee members and is now designated as a Master Fellow for Compensation Committee, governance and best practices. Mr. Bergstroms qualifications to serve as a director of Associated and member of the Compensation and Benefits Committee and Trust Committee include his leadership experience as a chief executive officer of a successful retail sales business, his NACD training and public company board experience.
Ruth M. Crowley | Director since 2004 | |
Age: 54 |
Ms. Crowley has served as Executive Vice President of International Business Development, Brand and Marketing for Entertainment Retail Enterprises (doing business as Summit Resources International) since 2011. Her primary efforts with Summit Resources International are currently focused on Global Retail and Wholesale development initiatives with Viacom International Media Network and Nickelodeon. Ms. Crowley is also 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, designing and creating products 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. She has held management positions in all sectors of the retail industry for over 25 years. She currently also serves as Chair of the Board of Governors, University of North Texas College of Retail, Merchandising, Hospitality and Digital Retailing. 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. Ms. Crowleys qualifications to serve as director of Associated and member of the Compensation and Benefits Committee and the Trust Committee include executive level experience and responsibility for significant and diverse business models as well as her certification as a NACD Board Leadership Fellow.
Ronald R. Harder | Director since 1991 | |
Age: 70 |
Mr. Harder is presently retired. He served as the Chief Executive Officer of Jewelers Mutual Insurance Company, Neenah, Wisconsin, from 2005 to 2007, as President and Chief Executive Officer 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 and member of the Audit Committee and Corporate Governance Committee include serving as the Chief Executive Officer of Jewelers Mutual Insurance Company, one of the largest specialty-line underwriters of this type in the U.S.
William R. Hutchinson | Director since 1994 | |
Age: 71 |
Mr. Hutchinson is Chairman of the Board. He has served as President of W. R. Hutchinson & Associates, Inc., an energy industry consulting company, since April 2001. Previously, he was Group Vice President, Mergers & Acquisitions, of BP Amoco p.l.c. from January 1999 to April 2001 and held the positions of Vice President Financial Operations, Treasurer, Controller, and Vice President Mergers, Acquisitions & Negotiations of Amoco Corporation, Chicago, Illinois, from 1981 until 1999. Mr. Hutchinson also serves as an independent director and Chairman of the Audit Committees of approximately 31 closed-end mutual funds in the Legg Mason Inc. Fund Complex. Although Mr. Hutchinson is not currently serving on Associateds Audit Committee, he meets the requirements of an audit committee financial expert. Mr. Hutchinsons qualifications to serve as
37
Chairman of the Board of Directors of Associated and member of the Corporate Development Committee include executive level responsibility for the financial operations of a large publicly traded company and significant mergers and acquisitions experience.
Robert A. Jeffe | Director since 2011 | |
Age: 63 |
Mr. Jeffe is Managing Partner and Founder of Source Rock Energy Partners, a private equity energy fund based in Houston and Denver and focused on onshore exploration and production in the U.S. and Canada. He is also on the Board of Directors of Hawkwood Energy and Tiandi Energy. Mr. Jeffe served as Chairman of the Corporate Advisory Group of Deutsche Bank from November 2004 until February 2011. Previously, Mr. Jeffe served as Senior Vice President of Corporate Business Development for General Electric Company from December 2001 to November 2004, and as a member of GE Capitals board of directors from January 2002 to June 2004. Mr. Jeffe has more than 34 years of investment banking experience and prior to working at Deutsche Bank, he was with Morgan Stanley, Credit Suisse and Smith Barney (now Citigroup) serving at all three firms as Managing Director, Head of the Global Energy and Natural Resources Group, and a member of the Investment Banking Management Committee and Global Leadership Group. At Morgan Stanley, Mr. Jeffe also was Co-Head of Global Corporate Finance. Mr. Jeffes qualifications to serve as a director of Associated and member of the Compensation and Benefits Committee, the Corporate Development Committee and the Enterprise Risk Committee include his extensive investment banking and corporate finance experience, as well as his leadership roles at several large financial institutions and energy companies and his Board positions at these energy firms.
Eileen A. Kamerick | Director since 2007 | |
Age: 55 |
Ms. Kamerick has been the Chief Financial Officer of Press Ganey Associates, Inc., a leading health care analytics and strategic advisory firm serving over 50% of U.S. hospitals, since October 2012. She previously served as the Managing Director and Chief Financial Officer of Houlihan Lokey, an international investment bank from May 2010 to October 2012. From August 2008 to May 2010, she 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. BearingPoint, Inc. filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on February 18, 2009. 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 also currently serves on the board of directors of Westell Technologies, Inc. and serves as an independent director of approximately 31 closed-end mutual funds in the Legg Mason Inc. Fund Complex. She also serves on the board of several nonprofit organizations, including the Boys & Girls Clubs of Chicago, the Juvenile Protection Association and Christ the King Jesuit College Preparatory High School. She has formal training in law, finance, and accounting and meets the requirements of an audit committee financial expert. Her qualifications to serve as a director of Associated, Chair of the Audit Committee and member of the Corporate Development Committee and the Corporate Governance Committee include her executive-level responsibilities for the financial operations of both public and private companies, her board positions on public companies and her experience as a frequent law school lecturer on corporate governance.
Richard T. Lommen | Director since 2004 | |
Age: 69 |
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
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served as Vice Chairman of the Board of First Federal Capital Corp from April 2002 to October 2004, when it was acquired by Associated. His qualifications to serve as a director of Associated, Chairman of the Compensation and Benefits Committee and a member of the Enterprise Risk 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.
Cory L. Nettles | Director since 2013 | |
Age: 44 |
Mr. Nettles is the Founder and Managing Director of Generation Growth Capital, Inc., a private equity fund. He is also Of Counsel at Quarles & Brady LLP. He previously served as Secretary for the Wisconsin Department of Commerce from 2002 to 2004. Mr. Nettles serves on the boards of Weyco Group, Inc., Robert W. Bairds Baird Funds, Inc., and several nonprofit organizations including the Medical College of Wisconsin, the Greater Milwaukee Foundation and the University of Wisconsin Foundation. He previously served on the boards of Lawrence University and The Private Bank-Wisconsin. His qualifications to serve as a director of Associated include his strong business background and legal experience.
J. Douglas Quick | Director since 1991 | |
Age: 67 |
Mr. Quick has served as Chairman of Lakeside Foods, Inc., Manitowoc, Wisconsin, since July 2008, and prior to that time served as Chairman and Chief Executive Officer of Lakeside Foods, Inc. from July 2007 to June 2008 and President and Chief Executive Officer 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 Audit Committee include 22 years of executive leadership experience as Chief Executive Officer and as a director of both public and private companies, including Lakeside Foods, Inc., and non-profit organizations, as well as an engineering and business background and management experience in the areas of manufacturing, strategic planning, mergers and acquisitions, and international business.
Karen T. van Lith | Director since 2004 | |
Age: 54 |
Ms. van Lith is currently a contractor for companies requiring transformative leadership as they go through start-up, rapid growth, mergers and acquisitions or business model changes. She previously served as Chief Executive Officer and a director of MakeMusic, Inc., a publicly-traded company that develops and markets music education technology solutions, from June 2011 until June 2012. Ms. van Lith also serves as a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry, since April 2010, and as a director of E.A. Sween, a privately-held company doing business as Deli Express, since August 2012. Until June 2011, she ran an internet-marketing services company through Beckwith Crowe, LLC. Ms. van Lith was President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems to corporations and government agencies, based in Eden Prairie, Minnesota, until its sale to Concur Technologies in October 2007. She joined Gelco in 1999 as the Chief Financial Officer 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 Chief Executive Officer 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. 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. Her qualifications to serve as a director of Associated, Chair of the Trust Committee and a member of the Audit Committee include her education in finance and accounting.
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John (Jay) B. Williams | Director since 2011 | |
Age: 62 |
Mr. Williams joined the Board of Directors in July 2011 following a 37-year career in banking. He currently serves as President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Past experience includes a number of senior management roles with several major U.S. banks. He is on the Board of Directors of Church Mutual Insurance Company, which insures over 100,000 religious institutions, Northwestern Mutual Wealth Management, a subsidiary of Northwestern Mutual, the Medical College of Wisconsin and is Chairman of the Board of Trustees of St. Norbert College. His qualifications to serve as a director of Associated and a member of the Compensation and Benefits Committee and Enterprise Risk Committee include his vast experience in the banking industry, as well as his certification as a NACD Board Leadership Fellow.
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 certain 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 every director. The Board and the Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Boards overall composition and Associateds current and future needs.
In its assessment of each nominee for director, 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 that the Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to Associated.
The Board and the Corporate Governance Committee require that each director be a person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individuals ability to ask difficult questions and, simultaneously, to work collegially.
The Board believes that the combination qualifications, skills and experiences of the 2014 director nominees will contribute to an effective and well-functioning Board. The Board and the Corporate Governance Committee believe that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to 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, Nettles, Quick and Williams to the Board of Directors.
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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 because of any other transactions or relationships.
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ADVISORY APPROVAL OF ASSOCIATED BANC-CORPS NAMED
EXECUTIVE OFFICER COMPENSATION
Associateds executive compensation program plays a key role in Associateds ability to attract, retain and motivate the highest quality executive team. The principal objectives of Associateds executive compensation program are to target executive compensation within competitive market ranges, reward performance and align executive incentive compensation with long-term shareholder value creation, without incenting unnecessary and excessive risk. As discussed above in the Compensation Discussion and Analysis, which begins on page 12, the Compensation Committee has designed the program to incorporate a number of features and best practices that support these objectives, including, among others:
| Target total compensation for Associateds Named Executive Officers at market-competitive levels, while still maintaining an overall compensation program that is aligned with and reflects the performance of Associated; |
| A substantial portion of each of Associateds Named Executive Officers target compensation is variable; |
| Variable pay opportunities are more heavily weighted toward long-term performance and delivered through equity-based incentives; |
| Equity awards are granted in the form of stock options, restricted stock and performance-based restricted stock units, which have a value directly aligned with shareholder value; |
| None of Associateds Named Executive Officers are entitled to receive gross-up payments in connection with any excise tax or other tax liabilities; and |
| Limited number of perquisites available to Associateds Named Executive Officers. |
Shareholders are encouraged to carefully review the Executive Compensation section of this Proxy Statement in its entirety for a detailed discussion of Associateds executive compensation program.
As required under the Exchange Act, this proposal seeks a shareholder advisory vote on the approval of compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:
Resolved, that the shareholders approve the compensation of Associateds Named Executive Officers as disclosed pursuant to the compensation rules of the SEC in the Compensation Discussion and Analysis, the compensation tables and narrative discussion.
Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation and Benefits Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board recommends that shareholders vote FOR the advisory approval of Associated Banc-Corps Named Executive Officer compensation, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and any related material). If a majority of the votes cast is voted FOR this Proposal 2, it will pass. Unless otherwise directed, all proxies will be voted FOR Proposal 2.
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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, 2014. KPMG LLP audited Associateds consolidated financial statements for the year ended December 31, 2013. 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 2013 and 2012, and fees billed for other services rendered by KPMG LLP.
2013 | 2012 | |||||||
Audit Fees(1) |
$ | 934,900 | $ | 968,500 | ||||
Audit-Related Fees(2) |
247,200 | 244,900 | ||||||
Tax Fees |
| | ||||||
All Other Fees |
15,200 | | ||||||
|
|
|
|
|||||
Total Fees |
$ | 1,197,300 | $ | 1,213,400 | ||||
|
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|
|
(1) | 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. |
(2) | Audit-related fees consist principally of fees for recurring and required financial statement audits of certain subsidiaries, employee benefit plans, and common and collective funds. |
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 2013, 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.
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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.
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, 2014.
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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, provides the designated proxies discretionary authority with respect to such matters.
Proposals of a shareholder submitted pursuant to Rule 14a-8 of the SEC (Rule 14a-8) for inclusion in the proxy statement for the annual meeting of shareholders to be held April 21, 2015, must be received by Associated at its executive offices no later than November 13, 2014. 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 21, 2015, 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 22, 2015. Therefore, Associated must receive notice of a shareholder proposal submitted other than pursuant to Rule 14a-8 no sooner than January 22, 2015, and no later than February 6, 2015. If notice is received before January 22, 2015, or after February 6, 2015, it will be considered untimely, and Associated will not be required to present such proposal at the April 21, 2015 Annual Meeting.
By Order of the Board of Directors,
Randall J. Erickson
Executive Vice President,
General Counsel
& Corporate Secretary
Green Bay, Wisconsin
March 13, 2014
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Associated ,4^ Banc*orp Asnriated ANNUAL MEETING OF ASSOCIATED BANC-CORP Ranr fVirn Dale: April 22,2014 Time: 11:00 a.m. (Central Time) Annual Meeting of Associated Banc-Corp Pl3: sK aay, Wisconsin * to be held on Tuesday, April 22,2014 MMttniakeyournwfc.IIK.ttl..: HutodirkbUHftpMtllorrMnonly | for HOldCrS 3S Of FebfUBry 27, 2014 The Board of Directors recommends that you vote FOR each director > This proxy is being solicited on behalf of the Board of Directors nominee and FOR proposals 2 and 3; =. VOTED Bit mr, Ooto nEBn S iHaaaaME Sf GoTo Ul1 866-390-6276 01 John F. Bergstrom DPISKCne OR Use any touch-tone telephone OZ RuthM.t Xwley D D s . SuS -Haw your Proiy nWofitifl.lmrtn.cUonFofrnr OSPnilipB.FIynn Q D MAIL *FollowthesmP|ereCorded mstructl0ns- 04 Ronald R. Harder L~3 D I os William r Hutchinson PI f~1 & OR Mark, si0n and data your Proxy Card/Voting Instruction Form. 05 William a Hutchinsnn u U £ . Detach your Proxy Card/Voting instruction Form. rj6RobertA,Jeffe u U 5 Return your Proxy Card/Voting Instruction Form in the o? Eileen A. Kamerick Q U g postage-paid envelope provided, OB Richard T. Lornmen CH CU The undersigrved hereby appoints Randall J. Erickson and Michael E, Silver, and each or either of them, as tf 09 fnrv L Mottles Fl Fl = and lawful a Ofney5 ol Ihe undersigned, with full power of substitution and revocation, and authorizes ther y pd s each of them, to vote all the shares of capital stock of Associated Banc-Corp which the undersigned is enti 10 J. Douglas Quick |_J -d vote at said meeting or any adjournment thereof upon the matters specified and upon such other matters i 11 Karen T. van Lith C3 d be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and 12 John (Jav) S Williams I~~I n - attorneys to vote in their discretion on such other matters as may properly come before the meeting and j any proxy heretofore given. THE SHARES REPRESENTED BYTHIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS C for Agairw Mimn SHARES WILL BE VOTED FORTHE ELECTION OFTHE DIRECTORS IN ITEM 1, FORTHE PROPOSALS IN 2: Advisory approval of Associated BafK-Corps earned PI D H S * WO 3 MM MJTHOmT* WILL BE DEEMED GRANTED UNDER ITEM 4. MaMonk*compensation. r A|( tfotesbe rece(ved by 11;59 RM<( Eastflrj| Tjmei Aprj| 21 _ 2014_ 3; The ratitotion of the mmjoa oi KPMG up as | All votes for 401 (k) participants must be received by 11 :S9 P.M., Eastern Time, April 20,2 the independent registered public accounlirK) firm [~j P] F] lorflssociawdBanc-Corpfortlie earsndins ti u-i it a December 31.2014. 4; To consider aiW vote upon any otter matters which may g-property come before the meeting or any adjournment * thereo). S, PROXY TABULATOR FOR T anend the rneatmg and vote your shirts in r-| * 2StAIf,IiBANCCORP par.on. p|,, mart IhH tat. U < CAR?, NC 7512-9903 AtiUtofized Slgnaturts - This section irmsl be . tnmpleled tor your Instructions to be neculetf. EVENT # Please Sion Here Please Dele Above Pisase Sign Here Please Dale ABeve CLIcHT Please sign axacuy as your name(s) appears on your stock certincaie. II held In Joint tenancy, all psm3ShcHjld n Trusses, admlnistfators. etc., aW MillriduJelltleflrKiaulliaflty.COfpoiallons should provide futt name of corporation ana libs ol authorized officer signing the ptosy. I I 662028.007. Proxy Card.lmW 1 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 22, 2014, at the Kl Convention Center, 333 Main Street, Green Bay, Wisconsin. Associated investment professionals will provide an economic/investment update beginning at 10:00 a.m. Proxy
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 22, 2014, at the Kl Convention Center, 333 Main Street, Green Bay, Wisconsin. Associated investment professionals will provide 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 22,2014. The undersigned hereby appoints Randal) J. Erickson and Michael E. Silver, s and each or either of them, as the true and lawful attorneys of the undersigned, g with full power of substitution and revocation, and authorizes them, and each g of them, to vote all the shares of common stock of Associated Banc-Corp S 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 g properly brought before the meeting or any adjournment thereof, conferring 3, 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 a proxy heretofore given, D 1 1. The election of 12 Directors: John K Bergstrom, Ruth M. Crowley, § Philip B. Rynn, Ronald R. Harder, William R. Hutchinson, Robert A. Jeffe, | Eileen A. Kamerick, Richard T. Lommen, Cory L. Nettles, J. Douglas Quick, fa ° Karen T. van Lith and John (Jay) B. Williams. § Q. 2. Advisory approval of Associated Banc-Corps named executive officer compensation. £ 3. The ratification of the selection of KPMG LLP as the independent £ registered puWic accounting firm for Associated Banc-Corp for the year =r ending DecemberSl, 2014. g 4. To consider and vote upon any other matters wf irh may pmpprty f mo
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