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13, 20202019
15, 201930, 2019,28, 2020, at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin. We will present an economic/investment update beginning at 10:00 a.m., with Associated'sAssociated’s investment professionals providing an update on the equity market and interest rate environment.15, 2019,13, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders informing them that our Proxy Statement, the 20182019 Summary Annual Report to Shareholders and our 20182019 Form 10-K,10‑K, along with voting instructions, are available online. As more fully described in the Notice, shareholders may choose to access our proxy materials on the Internet or may request paper copies. This allows us to conserve natural resources and reduces the cost of printing and distributing the proxy materials, while providing our shareholders with access to the proxy materials in a fast, easily accessible and efficient manner.
Table of Contents
28, 2020
1.The election of 14 individuals recommended by the Board of Directors to serve as directors.2.Advisory approval of Associated Banc-Corp's 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, 2019.4.Such other business as may properly come before the meeting and all adjournments thereof.
| 1. | The election of 14 individuals recommended by the Board of Directors to serve as directors. |
| 2. | The approval of the Associated Banc-Corp 2020 Incentive Compensation Plan. |
| 3. | Advisory approval of Associated Banc-Corp’s named executive officer compensation. |
| 4. | The ratification of the selection of KPMG LLP as the independent registered public accounting firm for Associated Banc- Corp for the year ending December 31, 2020. |
| 5. | Such other business as may properly come before the meeting and all adjournments thereof. |
28, 2020:
GENERAL INFORMATION PROPOSAL 1: ELECTION OF DIRECTORS NOMINEES FOR ELECTION TO OUR BOARD DIRECTOR QUALIFICATIONS RECOMMENDATION OF THE BOARD OF DIRECTORS AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE INFORMATION ABOUT THE BOARD OF DIRECTORS BOARD COMMITTEES AND MEETING ATTENDANCE SEPARATION OF BOARD CHAIRMAN AND CEO BOARD DIVERSITY DIRECTOR NOMINEE RECOMMENDATIONS COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION STOCK OWNERSHIP SECURITY OWNERSHIP OF BENEFICIAL OWNERS STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT COMMON STOCK RESTRICTED STOCK UNITS DEPOSITARY SHARES OF PREFERRED STOCK OWNERSHIP IN PROPOSAL 2: RECOMMENDATION OF THE BOARD OF DIRECTORS PROPOSAL 3: ADVISORY APPROVAL OF ASSOCIATED BANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION COMPENSATION AND BENEFITS COMMITTEE REPORT DIRECTOR COMPENSATION DIRECTOR COMPENSATION IN DELINQUENT SECTION 16(a) RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTION POLICIES AND PROCEDURES PROPOSAL FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM RECOMMENDATION OF THE BOARD OF DIRECTORS REPORT OF THE AUDIT COMMITTEE OTHER MATTERS THAT MAY COME BEFORE THE MEETING SHAREHOLDER PROPOSALS 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 to receive a paper or e-mail copy of these materials, you must meeting consist of shares of its Common Stock, of which resignation following certification of the shareholder vote. The Corporate 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. 2020. vote online. Packers, Inc. and the Board of Directors of the Innovation Center for US Dairy. William R. Hutchinson Omnitracs in 2014, and a director of CNS, a publicly traded consumer goods company from 2003 until its 2006 sale to GlaxoSmithKline. Ethics, which can be found on the structure and amount of compensation of 30. Board. The Board also recognized that managing the Board in an increasingly complex economic and regulatory for the past five years) of each proposed nominee; (2) the applicable, on a regular basis unless such employee is a member of the Compensation and Benefits Committee. Name and Address officers as a group. The information is based in part on information received from the respective persons and in part Beneficial Owner John F. Bergstrom Christopher J. Del Moral-Niles John A. Utz Randall J. Erickson David Stein All Executive Officers as a group (15 persons) table. Each of the Series C Preferred Stock, the Stock based Beneficial Owner John F. Bergstrom Michael T. Crowley, Jr. R. Jay Gerken Judith P. Greffin Michael J. Haddad William R. Hutchinson Robert A. Jeffe Eileen A. Kamerick Gale E. Klappa Richard T. Lommen Cory L. Nettles Karen T. van Lith John (Jay) B. Williams All Directors as a group ” EXECUTIVE SUMMARY OVERVIEW OF COMPENSATION METHODOLOGY COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR ANNUAL TOTAL COMPENSATION LONG-TERM INCENTIVE COMPENSATION OTHER BENEFIT PROGRAMS COMPENSATION DECISIONS FOR POLICIES Key Changes to Executive Compensation Programs in 2019 35. While the peer group ANNUAL TOTAL COMPENSATION commissions, from a single pool that is funded solely on the success of the Company as a whole. because both EPS and ROCET1 targets were missed. The graphic below demonstrates the corporate pool funding and distribution methodology. The Committee believes that a significant portion of an Stock Option Component 2017 Plan. Grants under the performance peer group companies are: TCF Financial Corporation's relative TSR was excluded from the 2017 LTIPP performance calculation due to the 2019 merger with Chemical Bank, where Chemical Bank was the surviving company. The target three year cumulative EPS growth rate cycles. Accounting and Tax Considerations Clawback of Compensation Name and Principal Position Philip B. Flynn President and CEO Christopher J. Del Moral-Niles Executive Vice President, Chief Financial Officer John A. Utz Executive Vice President, Head of Corporate Banking and Milwaukee Market President Randall J. Erickson Executive Vice President, General Counsel & Corporate Secretary David L. Stein Executive Vice President, Head of Consumer & Business Banking Name Philip B.Flynn Christopher J. Del Moral-Niles John A. Utz Randall J. Erickson David L. Stein Name Philip B. Flynn Christopher J. Del Moral-Niles John A. Utz Randall J. Erickson David L. Stein Name Philip B. Flynn Christopher J. Del Moral-Niles John A. Utz Randall J. Erickson David L. Stein1 13 33 38 108 108 109 119 1110 1210 1311 1311 1411 1412 1512 1512 1613 1613 1714 1715 18DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLAN16 19ADVISORY APPROVAL OF THE ASSOCIATED BANC-CORP'S NAMED EXECUTIVE OFFICERBANC-CORP 2020 INCENTIVE COMPENSATION17 2028 2029 RECOMMENDATION OF THE BOARD OF DIRECTORS 29 COMPENSATION DISCUSSION AND ANALYSIS 30 2145 3953 47DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLAN53 47201854 48BENEFICIAL OWNERSHIP REPORTING COMPLIANCE55 4955 4955 503:4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM56 5156 5156 5157 5258 5358 53APPENDIX A: ASSOCIATED BANC-CORP 2020 INCENTIVE COMPENSATION PLAN A-i PURPOSE "Board"“Board”) of Associated Banc-Corp ("Associated"(“Associated”) to be voted at the Annual Meeting of Shareholders at 11:00 a.m. (CDT) on Tuesday, April 30, 2019,28, 2020, (the "Annual Meeting"“Annual Meeting”) at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin, and at any and all adjournments of the Annual Meeting.Associated'sAssociated’s directors, officers, and employees may, without extra$9,000$9,500 plus its out-of-pocket expenses for these services. Arrangements will be made with brokerage houses, custodians, nominees, and other fiduciaries to send proxy materials to their principals, and they will be reimbursed by Associated for postage and clerical expenses.INTERNET AVAILABILITY OF PROXY MATERIALS ("SEC"(“SEC”) rules allow us to make our Proxy Statement and other annual meeting materials available to you on the Internet. On or about March 15, 2019,13, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”), to our shareholders advising them that this Proxy Statement, the 20182019 Summary Annual Report to Shareholders and our 20182019 Annual Report on Form 10-K (the "2018“2019 Form 10-K"10-K”), along with voting instructions, may be accessed over the Internet at http://materials.proxyvote.com/045487. You may then access these materials and vote your shares over the Internet, or request that a printed copy of the proxy materials be sent to you. If you want16, 2019,14, 2020, in order to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.WHO CAN VOTE 4, 2019,2, 2020, as the record date (the "Record Date"“Record Date”) for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Each share of Associated'sAssociated’s common stock, par value $0.01("Common Stock" (the “Common Stock”), is entitled to one voteQUORUM AND SHARES OUTSTANDING 164,748,953156,243,367 shares were issued and outstanding at the close of business on the Record Date.REQUIRED VOTES –- Election of DirectorsAssociated'sAssociated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes "withheld"“withheld” from than votes “FOR” his or her election than votes "FOR" such election is required to tender his or herABSTENTIONS AND BROKER NON-VOTES HOW YOU CAN VOTE "FOR"“FOR” the election of the Board'sBoard’s nominees for director, "FOR"“FOR” the approval of the Associated Banc-Corp 2020 Incentive Compensation Plan, “FOR” the advisory approval of Associated'sAssociated’s named executive officer ("NEO"(“NEO”) compensation and "FOR"“FOR” the ratification of the selection of KPMG LLP as Associated'sAssociated’s independent registered public accounting firm for 2019.–- www.proxyvote.com. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 29, 2019.27, 2020. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You will be required to enter the unique control number imprinted on your Notice or proxy card in order toshareholders'shareholders’ identities, to allow shareholders to provide their voting instructions, and to confirm that shareholders'shareholders’ instructions have been recorded properly. You should be aware that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies.If you vote by Internet, please do not mail your proxy card.–- 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 29, 2019.27, 2020. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you call and then follow the instructions.If you vote by telephone, please do not mail your proxy card.–- You may also vote in person at the Annual Meeting.REVOCATION OF PROXY 20202021 Annual Meeting and, with respect to each director, until his or her successor is duly elected and qualified. The term of each current director listed under "Nominees“Nominees for Election to Our Board"Board” expires at the Annual Meeting."FOR"“FOR” the election of each of the individuals nominated to serve as directors. The biographical information below for each nominee includes the specific experience, qualifications, attributes or skills that led to the Corporate Governance Committee'sCommittee’s conclusion that such nominee should serve as a director. The 14 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated'sAssociated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes "withheld"“withheld” from than votes “FOR” 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.Associated'sAssociated’s executive offices.Mr. Haddad was recommended to the Corporate Governance Committee by two of the Company's independent directors and Mr. Flynn.NOMINEES FOR ELECTION TO OUR BOARD Philip B. Flynn
Philip B. Flynn
61623040 years of financial services industry experience. Prior to joining Associated, Mr. Flynn held the position of Vice Chairman and Chief Operating Officer of Union Bank in California. During his nearly 30-year career at Union Bank, he held a broad range of other executive positions, including chief credit officer and head of commercial banking, specialized lending and wholesale banking activities. Mr. Flynn serves as a director or trustee of the Medical College of Wisconsin, the Milwaukee Art Museum, St. Norbert College, Wisconsin Manufacturers & Commerce, and the Green Bay Packers, Inc.Flynn'sFlynn’s qualifications to serve as a director and Chair of the Corporate Development Committee include his extensive experience in the banking industry and his significant executive management experience at a large financial institution.John F. Bergstrom
John F. Bergstrom
7273servesserved as a director of Kimberly-Clark Corporation (NYSE:KMG), and WEC Energy Group (NYSE:WEC), retiring in 2019. He currently serves as a director of Advance Auto Parts (NYSE:APP), and is a director emeritus of the Green Bay Packers, Inc.Bergstrom'sBergstrom’s qualifications to serve as a director of Associated and member of the Compensation and Benefits Committee and the Corporate Governance Committee include his more than 30 years of leadership experience as a chief executive officer and over 50 years of combined experience as a director of various public companies. Mr. Bergstrom provides the board with a deep understanding of consumer sales and of Wisconsin'sWisconsin’s business environment. Mr. Bergstrom has completed the National Association of Corporate Directors ("NACD"(“NACD”) corporate training program for Compensation Committee members and is now designated as a Master Fellow for Compensation Committee, governance and best practices. He was also designated as one of the top 100 corporate directors in America for 2017.Michael T. Crowley, Jr. 
7677Crowley'sCrowley’s extensive experience in the financial community includes serving as Chairman for the Federal Home Loan Bank System Stockholder Study Committee, the State of Wisconsin Savings Bank Review Board, and the State of Wisconsin Savings and Loan Review Board. He also served as Vice Chairman for Federal Home Loan Bank of Chicago, a member of the Federal Reserve Board of Governors Thrift Institutions Advisory Council, President of the Wisconsin Banker'sBanker’s Association, and a director of The Wisconsin Partnership for Housing Development, Inc.Crowley'sCrowley’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and Trust Committee include his executive management experience at a large financial institution, his significant experience in the banking industry, as well as his leadership experience as the former Chairman of Bank Mutual Corporation.R. Jay Gerken 
6768$39$38 billion in assets associated with Sanford C. Bernstein Fund, Inc. and the BernsteinAB Multi-Manager Alternative Fund, Inc. which are mutual fund complexes. Mr. Gerken served as the President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC from 2005 until June 2013. During that period, he was also the President and a director of the Legg Mason and Western Asset mutual fundfunds complexes with combined assets in excess of $100 billion. Previously, Mr. Gerken served in a similar capacity at Citigroup Asset Management Mutual Funds from 2002 to 2005.Gerken'sGerken’s qualifications to serve as a director of Associated, Chairman of the Audit Committee and member of the Enterprise Risk Committee include his extensive investment and financial experience, as well as his executive leadership roles at several large mutual funds. Mr. Gerken is certified as a National Association of Corporate Directors Board Leadership Fellow. As a Chartered Financial Analyst with experience as a portfolio manager and in overseeing the preparation of financial statements, Mr. Gerken also meets the requirements of an audit committee financial expert.Judith P. Greffin 
5859nation'snation’s largest publicly held personal lines insurer,insurers, from 2008 to 2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990 to 2008. Ms. Greffin currently serves on the board of Church Mutual Insurance Company which insures over 100,000 religious institutions,and Trustmark Mutual Holding Company. In addition, she serves on the boards of the Northwestern Memorial Foundation, where she is a member of the investment committeeand audit committees of Northwestern Memorial Healthcare, the investment committee of the Field Museum of Natural History, where she chairs the finance committee, and DePaul University, where she chairs the investment committee. She is also a member of the Miami University Ohio Business Advisory CouncilFoundation board of trustees and the Economic Club of Chicago.Greffin'sGreffin’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and the Trust Committee include her extensive investment, strategy and risk mitigation background as well as her executive leadership experience at a large publicly traded company. Ms. Greffin is also a Chartered Financial Analyst.Michael J. Haddad
Director NomineeAge: 52 
has been President and Chief Executive Officer and a memberis the Chair of the Board of Directors of Schreiber Foods, Inc., an employee-owned, international dairy company headquartered in Green Bay, Wisconsin, since JanuaryOctober 1, 2009.2019. He served as President and Chief OperatingExecutive Officer of Schreiber Foods, Inc. from 20062009 to 2008,2019, having served in a number of positions of increasing responsibility with the company since 1995. Mr. Haddad is also a member of the Board of Trustees of St. Norbert College, the Board of Directors of Bellin Health Systems, and the Board of Directors of the Green Bay Packers.Haddad'sHaddad’s qualifications to serve as a director of Associated include his extensive experience as a CEO and board member of a large global food company with annual revenues over $5 billion, and his long-standing familiarity with the markets in which Associated is headquartered and serves.
7677–- 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 23 closed-end mutual funds in the Legg Mason mutual fund complex.Hutchinson'sHutchinson’s qualifications to serve as Chairman of the Board of Directors of Associated and member of the Corporate Development Committee include executive level responsibility for the financial operations of a large publicly traded company and significant mergers and acquisitions experience. Although Mr. Hutchinson is not currently serving on Associated'sAssociated’s Audit Committee, he meets the requirements of an audit committee financial expert.Robert A. Jeffe 
6869Capital'sCapital’s board of directors from January 2002 to June 2004. Mr. Jeffe has more than 34 years of investment banking experience and prior to working at Deutsche Bank, he was with Morgan Stanley, Credit Suisse and Smith Barney (now Citigroup) serving at all three firms as Managing Director, Head of the Global Energy and Natural Resources Group, and a member of the Investment Banking Management Committee and Global Leadership Group. At Morgan Stanley, Mr. Jeffe also was Co-Head of Global Corporate Finance.Jeffe'sJeffe’s qualifications to serve as a director of Associated and member of the Audit Committee, the Corporate Development Committee and the Enterprise Risk Committee include his extensive investment banking and corporate finance experience, as well as his leadership roles at several large financial institutions and energy companies and his Board positions at these energy firms. Mr. Jeffe also meets the requirements of an audit committee financial expert.Eileen A. Kamerick
Eileen A. Kamerick
6061Chief Executive OfficerCEO and Executive Vice President and Chief Financial OfficerCFO of ConnectWise, Inc., an international software and services company. From October 2012 until July 2013, Ms. Kamerick was Chief Financial Officer of Press Ganey Associates, a leading health care analytics and strategic advisory firm. She previously served as the Managing Director and Chief Financial Officer of Houlihan Lokey, an international investment bank, from May 2010 to October 2012. Ms. Kamerick has also served as Chief Financial Officer at several leading companies, including Heidrick & Struggles International, Inc., Leo Burnett, and BP Amoco Americas. She also currently serves on the board of directors of Hochschild Mining, plc (LON:HOC), serves as an independent director of 23 closed-end mutual funds in the Legg Mason mutual fund complex, and serves as independent trustee for the 24 AIG and Anchor Trust Funds. She previously served on the Board of Directors of Westell Technologies, Inc. (NASDAQ: WSTL). She has formal training in law, finance, and accounting.Kamerick'sKamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance Committee and member of the Compensation and Benefits Committee and the Corporate Development Committee include her executive-level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification. Although Ms. Kamerick is not currently serving on Associated'sAssociated’s Audit Committee, she meets the requirements of an audit committee financial expert.Gale E. Klappa 
6869nation'snation’s premier energy companies. Mr. Klappa was Chairman and Chief Executive Officer of WEC Energy Group from October 2017 until February 2019, and served as non-executive Chairman from May 2016 until October 2017. Mr. Klappa served as Chairman and Chief Executive Officer of WEC Energy Group from June 2015 until May 2016. Mr. Klappa had served as Chairman and Chief Executive Officer of Wisconsin Energy and We Energies from May 2004 until June 2015. Previously, Mr. Klappa was Executive Vice President, Chief Financial Officer and Treasurer of Southern Company (NYSE: SO) in Atlanta, Georgia and also held the positions of Chief Strategic Officer, North American Group President of Southern Energy Inc., Senior Vice President of Marketing for Georgia Power Company, a subsidiary of Southern Company and President and Chief Executive Officer of South Western Electricity, Southern Company'sCompany’s electric distribution utility in the United Kingdom. Mr. Klappa also serves as a director of Badger Meter Inc. (NYSE: BMI) and is co-chair of the Milwaukee 7, a regional economic development initiative. He is also an officer and member of the Vice-ChairmanExecutive Committee of the Metropolitan Milwaukee Association of Commerce and serves on the School of Business Advisory Council for the University of Wisconsin-Milwaukee. Mr. Klappa also served on the board of directors of Joy Global Inc. from 2006 until the company was acquired in 2017.Klappa'sKlappa’s qualifications to serve as a director of Associated and as a member of the Audit Committee and Compensation and Benefits Committee include his 40 years of management experience in large publicly traded companies, including over 25 years at a senior executive level, and his recognized leadership in the economic development of southeastern Wisconsin. Mr. Klappa also meets the requirements of an audit committee financial expert.Richard T. Lommen 
7475McDonald'sMcDonald’s franchisee, located in La Crosse, Wisconsin. Prior to that, he served as President of Courtesy Corporation from 1968 to 2006. Mr. Lommen served as Vice Chairman of the Board of First Federal Capital Corp from April 2002 to October 2004, when it was acquired by Associated.Lommen'sLommen’s qualifications to serve as a director of Associated, Chairman of the Compensation and Benefits Committee and a member of the Trust Committee include his successful small business/franchise ownership, his experience in all aspects of franchise ownership, particularly management and instruction of retail employees, and marketing and sales to consumers and his service as Vice Chairman of First Federal Capital Corp.Cory L. Nettles
Cory L. Nettles
4950Baird'sBaird’s Baird Funds, Inc. mutual fund complex, and several nonprofit organizations including the Medical College of Wisconsin, the Greater Milwaukee Foundation and the University of Wisconsin Foundation and Lawrence University. He previously served on the board of The Private Bank-Wisconsin.Nettles'Nettles’ qualifications to serve as a director of Associated and member of the Corporate Governance Committee, Corporate Development Committee and Enterprise Risk Committee include his strong business background and legal experience.Karen T. van Lith 
5960currently a consultantfounder and CEO of APEL Worldwide, LLC, an eCommerce provider leveraging leading edge technologies. Prior to 2019, Ms. van Lith provided consultative interim leadership for technology companies requiring transformative leadership as they go through start-up, rapid growth, mergers and acquisitions or business model changes.change. From June 2011 until June 2012, she served as Chief Executive Officer and a director of MakeMusic, Inc., a company that develops and markets music educationpublicly held technology solutions and was publicly traded until April 2013.company. Ms. van Lith also servesserved as a director of E.A. Sween, a privately-held company doing business as Deli Express, sincefrom August 2012.2012 to December 2019. Until June 2011, she ran an internet-marketing services company through Beckwith Crowe, LLC. Ms. van Lith was President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems to corporations and government agencies, based in Eden Prairie, Minnesota, until its sale to Concur Technologies in October 2007. She held various other positions of increasing authority with Gelco since 1999. Ms. van Lith served as a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry from 2010 until its sale to 2014.Lith'sLith’s qualifications to serve as a director of Associated, Chair of the Trust Committee and a member of the Compensation and Benefits Committee include her education in finance and accounting along with her past and present directorship experience in both public and private companies. Ms. van Lith provides the board with a strong understanding of accounting as well as experience in small business start-ups. She was a CPA, has practiced with an international public accounting firm and has served in various executive capacities. She also meets the requirements of an audit committee financial expert.John (Jay) B. Williams 
6768banking.banking and is currently the Vice Chairman of the Board. He is also past President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Mr. Williams'Williams’ banking career included experience with retail, commercial, private client, operations and technology along with mergers and acquisitions. He is Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions, and on the Board of Directors of Northwestern Mutual Wealth Management, a subsidiary of Northwestern Mutual, the Medical College of Wisconsin, and the Milwaukee Public Museum.Williams'Williams’ qualifications to serve as a directorVice Chairman of Associated and Chair of the Enterprise Risk Committee and member of the Audit Committee include his vast experience in the banking industry, as well as his certification as a NACD Board Leadership Fellow. In addition, Mr. Williams has earned the CERT, Certificate in Cybersecurity Oversight. Mr. Williams also meets the requirements of an audit committee financial expert.DIRECTOR QUALIFICATIONS Associated'sAssociated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are certain general requirements for service on Associated'sAssociated’s Board of Directors that are applicable to all directors, and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by every director. The Board and the Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board'sBoard’s overall composition and Associated'sAssociated’s current and future needs.nominee'snominee’s judgment, integrity, experience, independence, understanding of Associated'sAssociated’s business or other related industries and such other factors that the Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to Associated.individual'sindividual’s ability to ask difficult questions and, simultaneously, to work collegially.Associated'sAssociated’s management.RECOMMENDATION OF THE BOARD OF DIRECTORS "FOR"“FOR” the election of Mses. Greffin, Kamerick and van Lith and Messrs. Flynn, Bergstrom, Crowley, Gerken, Haddad, Hutchinson, Jeffe, Klappa, Lommen, Nettles and Williams to the Board of Directors.AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE Associated's2018,2019, under the corporate governance rules of the NYSE. The Board has determined that all such directors are independent, or were independent at the time they served as directors, under the NYSE corporate governance rules, except for Mr. Flynn, President and CEO of Associated. Mr. Flynn is not independent because of his service as an executive officer of Associated and not because of any other transactions or relationships.BOARD COMMITTEES AND MEETING ATTENDANCE sevensix meetings during 2018.2019. During 2018,2019, each director who was a director for all of 20182019 attended at least 75% of the Board meetings held, and each such director attended at least 75% of the meetings of each committee of which he or she was a member.2018.2019. Executive sessions of Associated'sAssociated’s non-management directors are presided over by the Chairman of the Board.Associated'sAssociated’s operating subsidiaries, Associated Bank, National Association and Associated Trust Company, National Association. The Board believes that a single governing body to advise and determine strategy for the organization provides the Board with a comprehensive picture of the level and trends in operational and compliance risk exposure for the entire organization and ensures comprehensive oversight of regulatory matters.Associated'sAssociated’s website at www.associatedbank.com, "Investor" "Governance” “Governance Documents."” We will describe on our website any amendments to or waivers from our Code of Business Conduct and Ethics in accordance with all applicable laws and regulations.Associated'sAssociated’s policy that all directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting, except under extraordinary circumstances. All directors and nominees for director at the time of the 20182019 Annual Meeting of Shareholders attended the meeting.Associated'sAssociated’s website at www.associatedbank.com, "Investor“Investor Relations," "Governance” “Governance Documents."” The following summarizes the responsibilities of the various committees.15, 201914, 2020 and the number of meetings held by each committee during 2018.2019.
Name Audit Trust John F. Bergstrom √ √ Michael T. Crowley, Jr. √ √ Philip B. Flynn* chair chair √ Judith P. Greffin √ √ Michael J. Haddad √ √ √ √ √ √ Eileen A. Kamerick √ √ chair √ √ Richard T. Lommen chair √ Cory L. Nettles √ √ √ Karen T. van Lith √ chair √ chair Number of Meetings 10 5 3 4 9 4 ContentsAssociated(1) The Board has determined that this director qualifies as an audit committee financial expert. (2) As Chairman of the Board, Mr. Hutchinson may attend meetings of any Board committee. of the Board reviews the adequacy of internal accounting controls, reviews with Associated'sAssociated’s independent registered public accounting firm its audit plan and the resultsmanagement'smanagement’s bank regulatory compliance. of the Board include, among other duties directed by the Board, administration and oversight of Associated'sAssociated’s executive compensation, employee benefit programs and director compensation. The Compensation and Benefits Committee sets the strategic direction of Associated'sAssociated’s executive compensation policies and programs, and oversees managements'management’s execution of and compliance with that strategic direction. The Compensation and Benefits Committee determines the compensation of Associated'sAssociated’s Chief Executive Officer (the "CEO"“CEO”) and, with input from the CEO, establishes the compensation of Associated'sAssociated’s other NEOs. The Compensation and Benefits Committee also has responsibility for ensuring that Associated'sAssociated’s incentive compensation programs do not encourage unnecessary and excessive risk taking that would threaten the value of Associated or the integrity of its financial reporting. As permitted under its charter, the Compensation and Benefits Committee engages an independent compensation consultant to advise it onAssociated'sAssociated’s executive officers and Board of Directors, which is described in detail under "Executive“Executive Compensation –- Compensation Discussion and Analysis,"” beginning on page 21. of the Board include, among other duties directed by the Board, reviewing and recommending to the Board proposals for acquisition or expansion activities. of the Board include corporate governance oversight, review and recommendation for Board approval of Board and committee charters. The Corporate Governance Committee also reviews the structure and composition of the Board, considers qualification requirements for continued Board service, and recruits new director candidates. The Corporate Governance Committee also advises the Board with respect to the Code of Business Conduct and Ethics. of the Board include oversight of the enterprise-wide risk management framework of Associated, including the strategies, policies and practices established by management to identify, assess, measure and manage significant risks. of the Board include the supervision of the trust and fiduciary activities of Associated Bank, National Association and Associated Trust Company, National Association to ensure the proper exercise of their trust/fiduciary powers.SEPARATION OF BOARD CHAIRMAN AND CEO Associated'sAssociated'sAssociated’s former Lead Director, serving as Chairman would enhance the effectiveness of theBOARD DIVERSITY Associated'sAssociated’s best interests are served by maintaining a diverse and active Board membership with members who are willing, able and well-situated to provide insight into current business conditions, opportunities and risks. The "outside"“outside” perspectives of the Board members are key factors in contributing to our success. The following diversity principles have been adopted:•••••••"independent"“independent” directors as defined by applicable law, including the rules and regulations of the SEC and the rules of the NYSE.Board'sBoard’s representation of diverse industry, background, communities within Associated'sAssociated’s markets, professional expertise and racial and gender diversity, the Corporate Governance Committee believes that Associated has effectively implemented these principles.DIRECTOR NOMINEE RECOMMENDATIONS Act)Act of 1934, as amended (the “Exchange Act”)) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by each proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act; and (4) the name and address (business and residential) of the shareholder making the recommendation; and (5) the number of shares of Associated beneficially owned (as defined by Section 13(d) of the Exchange Act) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by the shareholder making the recommendation. Associated may require any proposed nominee to furnish additional information as may be reasonably required to determine his or her qualifications to serve as a director of Associated.COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD Associated'sAssociated'sAssociated’s Corporate Secretary and submitted to the Board or the individual director, asAssociated'sAssociated’s business, or communications that relate to improper or irrelevant topics.COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION SECURITY OWNERSHIP OF BENEFICIAL OWNERS 15, 2019.14, 2020.2018.2019.
Beneficial Ownership(1)
of ClassPercent ofClass(2)15,394,73215,443,907(3)9.35%9.86%15,228,12815,180,705(4)9.24%9.69%10,724,87111,193,008(5)7.15% 6.51% (1) Shares are deemed to be “beneficially owned” by a person if such person, directly or indirectly, has or shares (a) the power to vote or to direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. In addition, a person is deemed to beneficially own any shares of which such person has the right to acquire beneficial ownership within 60 days.(2) Based on 156,606,654 shares of common stock outstanding as of February 14, 2020. (3) Based on an amended Schedule 13G filed on February 12, 2020, The Vanguard Group, Inc. (“Vanguard”) has sole voting power with respect to 84,551 shares, shared voting power with respect to 27,154 shares, sole dispositive power with respect to 15,355,177 shares and shared dispositive power with respect to 88,730 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly owned subsidiary of Vanguard, are beneficial owners of 61,576 shares and 50,129 shares, respectively, as a result of serving as investment managers to their respective clients. (4) Based on an amended Schedule 13G filed on February 5, 2020, BlackRock, Inc. and certain affiliated entities have sole voting power with respect to 14,565,743 shares and sole dispositive power with respect to 15,180,705 shares. (5) Based on an amended Schedule 13G filed on February 12, 2020, Dimensional Fund Advisors LP (“DFA”) has sole voting power with respect to 11,018,364 shares and sole dispositive power with respect to 11,193,008 shares. DFA is a registered investment adviser to four mutual funds and serves as investment manager or sub-adviser to various other clients (collectively, the “Funds”). In these roles, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of such shares. Dimensional disclaims beneficial ownership of such securities. (1)Shares are deemed to be "beneficially owned" by a person if such person, directly or indirectly, has or shares (a) the power to vote or to direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. In addition, a person is deemed to beneficially own any shares of which such person has the right to acquire beneficial ownership within 60 days.(2)Based on 164,728,077 shares of common stock outstanding as of February 15, 2019.(3)Based on an amended Schedule 13G filed on February 11, 2019, The Vanguard Group, Inc. ("Vanguard") has sole voting power with respect to 79,837 shares, shared voting power with respect to 17,834 shares, sole dispositive power with respect to 15,313,960 shares and shared dispositive power with respect to 80,772 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly owned subsidiary of Vanguard, are beneficial owners of 62,938 shares and 34,733 shares, respectively, as a result of serving as investment managers to their respective clients.(4)Based on an amended Schedule 13G filed on February 4, 2019, BlackRock, Inc. and certain affiliated entities have sole voting power with respect to 14,570,234 shares and sole dispositive power with respect to 15,228,128 shares.(5)Based on a Schedule 13G filed on February 8, 2019, Dimensional Fund Advisors LP ("DFA") has sole voting power with respect to 10,544,012 shares and sole dispositive power with respect to 10,724,871 shares. DFA is a registered investment adviser to four mutual funds and serves as investment manager or sub-adviser to various other clients (collectively, the "Funds"). In these roles, DFA or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of such shares. Dimensional disclaims beneficial ownership of such securities.STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS Associated'sAssociated'sAssociated’s executive officers and directors are fully aligned with long-term shareholder value.Associated's••officer'sofficer’s annual base salary –- six timesofficer'sofficer’s 401(k) plan, shares purchased through the Employee Stock Purchase Plan, unvested shares of restricted stock and 25% of unvested restricted stock units ("RSUs"(“RSUs”).Associated'sAssociated’s director stock ownership guidelines require each independent member of the Board to own shares of Common Stock with a value equal to five times the value of the annual cash retainer payable to a director. Directors are required to attain such stock ownership goal no later than five years from the date on which they first were appointed to the Board. Balances in the Directors'Directors’ Deferred Compensation Plan and RSUs count toward satisfying this requirement.Associated'sAssociated’s Insider Trading Policy, directorsemployees, officers, and executive officersdirectors are prohibited from engaging in hedging transactions with respect to Associated Common Stock and from pledging Associated Common Stock as collateral forSECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT 15, 201914, 2020 concerning beneficial ownership of Common Stock, depositary shares and RSUs by each director, and director nominee Michael J. Haddad, and each NEO, and by directors the director nominee and executiveCOMMON STOCKName of Beneficial Owner Amount and Nature of
Beneficial Ownership(1)Shares Issuable
Within 60 Days(2)Percent
of ClassDirectors Philip B. Flynn 1,506,419 798,492 * John F. Bergstrom 20,500 — * Michael T. Crowley, Jr. 955,672 — * R. Jay Gerken 2,000 — * Judith P. Greffin — — — Michael J. Haddad — — — William R. Hutchinson 52,301 — * Robert A. Jeffe — — — Eileen A. Kamerick — — — Gale E. Klappa — — — Richard T. Lommen 163,849 — * Cory L. Nettles — — — Karen T. van Lith 10,000 — * John (Jay) B. Williams 6,000 — * Named Executive Officers Christopher J. Del Moral-Niles 207,452 115,971 * John A. Utz 197,034 125,504 * Randall J. Erickson 220,731 121,070 * David Stein 260,192 160,641 * All Directors and Executive Officers as a group (28 persons) 4,423,965 1,850,773 2.69% *Denotes percentage is less than 1%.(1)Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, by a corporate entity, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of February 15, 2019 and vested and unvested service-based restricted stock.(2)Shares subject to options exercisable within 60 days of February 15, 2019.RESTRICTED STOCK UNITSCOMMON STOCK Name of Beneficial Owner Directors Philip B. Flynn 1,175,421 389,982 * John F. Bergstrom 20,500 — * Michael T. Crowley, Jr. 963,526 — * R. Jay Gerken 2,000 — * Judith P. Greffin — — — Michael J. Haddad — — — William R. Hutchinson 52,301 — * Robert A. Jeffe — — — Eileen A. Kamerick 5,674 — * Gale E. Klappa — — — Richard T. Lommen 163,870 — * Cory L. Nettles — — — Karen T. van Lith 10,614 — * John (Jay) B. Williams 10,314 — * Named Executive Officers Christopher J. Del Moral-Niles 187,616 91,548 * John A. Utz 153,682 79,335 * Randall J. Erickson 200,874 84,173 * David Stein 159,258 61,296 * 3,731,017 998,279 2.38% Beneficial OwnerDenotes percentage is less than 1%. Number of RSUsDirectorsBeneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, by a corporate entity, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of February 14, 2020 and vested and unvested service-based restricted stock. John F. Bergstrom38,250Michael T. Crowley, Jr.10,285R. Jay Gerken32,218Judith P. Greffin15,259Michael J. Haddad—William R. Hutchinson42,302Robert A. Jeffe38,250Eileen A. Kamerick38,250Gale E. Klappa21,362Richard T. Lommen38,250Cory L. Nettles37,253Karen T. van Lith38,250John (Jay) B. Williams38,250All Directors as a group388,179 Shares subject to options exercisable within 60 days of February 14, 2020.RESTRICTED STOCK UNITS Number of RSUs Named Executive OfficersDirectors 39,816 Michael T. Crowley, Jr. 10,959 R. Jay Gerken 33,592 Judith P. Greffin 16,091 Michael J. Haddad 9,632 William R. Hutchinson 43,996 Robert A. Jeffe 39,816 Eileen A. Kamerick 39,816 Gale E. Klappa 22,389 Richard T. Lommen 39,816 Cory L. Nettles 38,786 Karen T. van Lith 39,816 John (Jay) B. Williams 39,816 All Directors as a group 414,341 Beneficial Owner Number of RSUs Named Executive Officers Philip B. Flynn 214,264 173,18150,094 40,93343,346 35,02240,176 35,52036,256 26,914590,236 477,731 DEPOSITARY SHARES OF PREFERRED STOCK Associated'sAssociated’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C (the "Series“Series C Preferred Stock"Stock”), Associated'sAssociated’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D (the "Series“Series D Preferred Stock"Stock”) or 5.875% Non-Cumulative Perpetual Preferred Stock, Series E (the "Series“Series E Preferred Stock"Stock”), as indicated in the Amount and Nature of Beneficial
Ownership(1) Percent of Class Series C
Preferred StockSeries D
Preferred StockSeries E
Preferred StockSeries C
Preferred StockSeries D
Preferred StockSeries E
Preferred StockName of Beneficial Owner Percent of Class Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Directors Philip B. Flynn 40,000 — 190,000 1.54% — 4.75% 40,000 — 190,000 1.54% — 4.75% John F. Bergstrom — 40,000 20,000 — 1.00% * — 40,000 20,000 — 1.01% * Michael T. Crowley, Jr. — — 8,000 — — * — — 8,000 — — * R. Jay Gerken 4,000 — — * — — 4,000 — — * — — Judith P. Greffin — — — — — — — — — — — — Michael J. Haddad — — — — — — — — — — — — William R. Hutchinson — — 4,000 — — * — — 4,000 — — * Robert A. Jeffe — 60,000 — — 1.5% — — 60,000 — — 1.51% — Eileen A. Kamerick — — — — — — — — — — — — Gale E. Klappa — 4,000 2,000 — * * — 4,000 2,000 — * * Richard T. Lommen — — 12,000 — — * — — 12,000 — — * Cory L. Nettles — — — — — — — — — — — — Karen T. van Lith — — — — — — — — — — — — John (Jay) B. Williams — — — — — — — — — — — — Named Executive Officers Christopher J. Del Moral-Niles — — 2,000 — — * — — — — — — John A. Utz — — — — — — — — — — — — Randall J. Erickson — — — — — — — — — — — — David Stein 1,000 2,000 4,000 * * * 1,000 2,000 4,000 * * * All Directors and Executive Officers as a group (28 persons) 45,000 106,000 242,000 1.73% 2.65% 6.05% 45,000 106,000 240,000 1.73% 2.66% 6.00% * Denotes percentage is less than 1%. *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.(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. OWNERSHIP IN DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLANDirectors'Directors’ Deferred Compensation Plan with the balances in phantom stock as of February 15, 201914, 2020 set forth below. The dollar balances in these accounts are expressed daily in units of Common"Director“Director Compensation – Directors'- Directors’ Deferred Compensation Plan"Plan” on page 47.53. Account Balance at
February 15, 2019Equivalent Number
of Shares of
Common Stock(1) $ 165,004 7,100 $263,533 13,001 — — — — — — 115,012 5,674 — — 115,012 5,674 — — 18,466 911 532,126 22,897 593,972 29,303 380,787 16,385 422,265 20,832 542,933 23,362 488,693 24,109 — — 115,012 5,674 1,825,665 78,557 1,841,044 90,826 — — 115,012 5,674 494,710 21,287 445,272 21,967 89,683 3,859 80,716 3,982 $ 4,030,908 173,447 $4,614,009 227,627 (1) Based on the closing price of $20.27 of the Common Stock as of February 14, 2020. (1)Basedclosingdate of the Annual Meeting, and it will replace the Associated Banc-Corp 2017 Incentive Compensation Plan (the “2017 Plan”), in which case no future awards will be made under the 2017 Plan. The description of certain key features of the 2020 Plan included in this proposal is qualified by the full text of the 2020 Plan, a copy of which is attached as Appendix A to this Proxy Statement.Plan Restricted Stock Awards Non-Employee Director RSU Awards Employee RSU Awards Shares Remaining Available for Future Grant 2,602,759 718,240 172,958 2,844,293 7,368 203,660 — 655,310 — 42,730 — — Total 6,102,362 725,608 419,348 263,994 5,967,893 $23.24the outstanding options is $20.20and the weighted average term to expiration is 6.66years.(2) Represents (a) the number of outstanding time-vested RSUs granted in February 2017, and (b) the number of shares that would be issued at the target level of payout for performance-vested RSUs, which is not necessarily indicative of the amount of any actual future payout. (3) Represents the number of shares remaining available for future grant where outstanding performance-based awards are accounted for at target performance levels, which is not necessarily indicative of the amount of any actual future payout. (4) No further grants will be made under the 2017 Plan if the 2020 Plan is approved by shareholders. (6) No further grants have been or will be made under this plan since the adoption of the Associated Banc-Corp 2013 Incentive Compensation Plan in 2013. 15, 2019.14, 2020.Name and Position or Group 2019 Stock Options 2019 Restricted Stock Grants 2019 RSUs Philip B. Flynn President and CEO 169,857 29,816 59,631 Christopher J. Del Moral-Niles Executive Vice President, Chief Financial Officer 39,212 6,883 13,766 John A. Utz Executive Vice President, Head of Corporate Banking and Milwaukee Market President 33,777 5,930 11,858 Randall J. Erickson Executive Vice President, General Counsel, Corporate Secretary 29,765 5,225 10,449 David L. Stein Executive Vice President, Head of Consumer & Business Banking 25,559 4,486 8,973 Executive Officers as a Group 489,911 86,060 165,974 Non-Employee Directors as a Group — — 81,965 Non-Executive Officer Employees as a Group 487,840 345,746 — Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 5,542,954 $20.13 7,561,080 Equity compensation plans not approved by security holders — — — Total 5,542,954 $20.13 7,561,080 RECOMMENDATION OF THE BOARD OF DIRECTORS BANC-CORP'SBANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATIONAssociated'sAssociated'sAssociated’s executive compensation program are to align executive incentive compensation with long-term shareholder value creation, target executive compensation within competitive market ranges, and reward performance, without incenting unnecessary or excessive risk. As discussed in the Compensation Discussion and Analysis, which begins on page 21,30, the Compensation and Benefits Committee (the "Committee") has designed the program to incorporate a number of features and best practices that support these objectives, including, among others:•Associated'sAssociated’s Named Executive Officers (the "NEOs"“NEOs”) at market-competitive levels, while maintaining an overall compensation program that is aligned with and reflects the performance of Associated;•NEO'sNEO’s target compensation is variable and tied directly to corporate performance;•••("RSAs"(“RSAs”) and performance-based restricted stock units ("RSUs"(“RSUs”), which are directly aligned with shareholder value;••liabilities;liabilities (except in connection with relocation expenses); and•"Executive Compensation"“Executive Compensation” section of this Proxy Statement in its entirety for a detailed discussion of Associated'sAssociated’s executive compensation program."Associated'sAssociated’s Named Executive Officers as disclosed pursuant to the compensation rules of the SEC in the Compensation Discussion and Analysis, the compensation tables and any related materials."RECOMMENDATION OF THE BOARD OF DIRECTORS "FOR"“FOR” the advisory approval of Associated Banc-Corp'sBanc-Corp’s Named Executive Officer compensation, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and any related material). If a majority of the votes cast are voted "FOR"“FOR” this Proposal 2,3, it will pass. Unless otherwise directed, all proxies will be voted "FOR"“FOR” Proposal 2.3.CD&A DIRECTORYCD&A DIRECTORY 30 2133 25201835 2737 2840 3243 35201944 3745 37EXECUTIVE SUMMARY Associated's"Committee"“Committee”) and is intended to provide a balanced program that rewards corporate, business area, and individual results that support Associated'sAssociated’s mission, with a focus on performance-based compensation. The program'sprogram’s strong pay-for-performance alignment is an important part of Associated'sAssociated’s continuing commitment to enhancing long-term shareholder value.20182018 was Associated's most profitable year in its entire history. Bank Mutual Corporation in 2018 and the announcement in the fourth quarter of 2018 of the acquisition of the Wisconsin branch banking operations of The Huntington National Bank, a subsidiary of Huntington Bancshares Incorporated, and the announcement in the third quarter of 2019 of the acquisition of First Staunton Bancshares, Inc. further demonstrates Associated'sdemonstrate Associated’s commitment to profitable growth. In addition, during the first half of 2018, Associated acquired Anderson Insurance & Investment Agency, Inc. and Diversified Insurance Solutions.Reflecting another year of progress, ("EPS"(“EPS”) of $1.89$1.91 and Return on Common Equity Tier 1 ("ROCET1"(“ROCET1”) of 13.15%12.59%, which reflectsreflect a year-over-year non-tax adjusted growthchange of 33%1% and 26%-4% respectively.Associated'sAssociated’s focus on delivering increased value and returning capital to its shareholders, dividends per common share increased 24%11% in 20182019 to $0.62.$0.69. In addition, in 20182019 Associated repurchased over 98 million shares of Common Stock.10%2% year-over-year to $22.7 billion. In addition,$23.1 billion and average deposits of $24.1 billion for 2018 increased 10% from 2017.increasing 3% year-over-year to $24.7 billion. These results reflect the continuing commitment of colleagues and executive officers throughout Associated to serving the needs of Associated'sAssociated’s customers and enhancing long-term shareholder value.Associated'sAssociated’s capital with the capital of other financial services companies. Management uses Common Equity Tier 1 along with other capital measures, to assess and monitor Associated'sAssociated’s capital position. TheIn addition, the Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for Associated. Prior to 2015, the regulatory capital requirements effective for the Corporation followed the Capital Accord of the Basel Committee on Banking Supervision. Beginning January 1, 2015, the regulatory capital requirements effective for Associated followfollowed Basel III, subject to certain transaction provisions. Common Equity Tier 1 prior to Basel III requirements was calculated as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. See Table 26 in Part II, Item 7 of the 20182019 Form 10-K for a reconciliation of Common Equity Tier 1.Table
Contents
Environmental 
Social Governance Associated'sAssociated’s Executive Compensation ProgramCommittee'sCommittee’s philosophy of providing a balanced program of short- and long-term compensation that targets market-competitive pay levels thatin order to attract and retain top talent.SALARY INCENTIVE INCENTIVEEQUITY 
performanceresults and adjusted for individual performancestockholders'shareholders’ interests and our dedication to maintaining a compensation program supported by strong corporate governance. The Committee meets regularly and in addition to each member'smember’s own business knowledge of best practices, they receiveit receives guidance on best practices and market trends from the Committee'sCommittee’s independent compensation consultant, Pay Governance LLC. Strong governance is exemplified by the detailed chart below which describes the practices that are included and excluded in our programs.We Do We Don't 
executives'executives’ compensation tied to Company performance and weighted towards long-term. X perquisitesperquisites. andWe do include only executive physicals, financial planning services and access to clubs only for business purposes.
X
X
X
X
stockholders.shareholders.
feedback on our corporate governance and compensation practices.feedback.
Shareholder and Response to 2018 Advisory Vote on NEO CompensationAssociated's 2018Efforts79%94% of the votes cast in favor of the program. On an annual basis, the Company is in direct dialogue with between 50 and 100 institutional investors through regular attendance at industry conferences and investor events. This includes regular, private one-on-one dialogue with most of the Company'sCompany’s top 20 shareholders, which represents 52%57% of outstanding shares. In addition, management engages with investors through conference calls to discuss Company results, performance relative to industry trends, peer metrics, governance matters, and the Company'sCompany’s strategic direction. During 2018,In addition, during 2019, key executive officers and senior leaders engaged in specific outreach with two significant shareholders and two shareholder advisory firms with respect to its compensation practices to gain an understanding of shareholder views on the Committee'sCommittee’s decisions and to provide clarification on the use of common publicly reported metrics that align the performance plans with shareholder interests. The discussion focused on components of Associated'sthe incentive compensation program, planned shareholder request for additional shares, and design choices by the Committee. These discussions and outcomes are described below.The Committee took comments into consideration and has made forward looking modifications, which are described below and2020 Incentive Compensation plan document. Other topics discussed further on page 37 under Compensation Decisions for 2019.Key Topics from Shareholder and Advisory Firm DiscussionsTopic #1: We have enhanced the disclosure around the formulas used by Associated to determine the CEO and NEO pay determination for the Annual Incentive Award to make it clearer.
Our disclosure more clearly depicts the formula mechanics used to calculate the CEO and NEO Annual Incentive Awards (see pages 28 to 31 for further detail).Additionally, the Committee has chosen to further strengthen the formula by adding a cap to the amount of upward individual adjustment allowable. The CEO may apply a maximum upward adjustment, with the Committee's approval, of 20% to the individual executive bonus award. In 2018 the maximum upward adjustment of any NEO award was 3%.Topic #2: We have enhanced the descriptionincluded Associated’s Committee’s annual evaluation of the Long-Term Incentive Performance Plan,executive compensation program as well as Associated’s executive pay, which is primarily variable, at risk, and tied to provide a clearer description of the performance goals, including threshold, target and maximum.Our current LTIPP design is based on an inter-dependent matrix for EPS and relative TSR that allows for continuous scaling of the metrics. The Committee has modified the LTIPP design for 2019 by moving to an additive model. This model will have the following features:–EPS and TSR will be individually weighted (50% each)–Relative TSR will have a threshold of 25%–EPS will have a threshold and maximum of 20% below or above target, respectively–Payout range will be from 0% to 150% (previous range was 25% to 150%)–Company performance achievement must reach the highest tier on each metric to achieve a maximum payout, therefore resulting in no offsetting of one metric by the other.Topic #3: Why does Associated use EPS in both the short- and long-term incentive plans?The Committee believes that EPS is a strong indicator of value measurement for our shareholders. The continuity of using a short-term EPS and a cumulative long-term EPS ensures that our actions take into consideration the impact of short-term and long-term actions.2018Company'sCompany’s executive compensation peer group, as well as the financial services industry in general. At the beginning of 2018,2019, after reviewing the competitive pay data provided by Pay Governance, the Committee decided to make no material changes to the target compensation levels for our NEOs.As described above, based on shareholder and shareholder advisory firm feedback on the annual short-term incentive plan, the Committee implemented a 20% upward cap and unlimited downward reduction to the individual executive performance calculation to bolster Associated's formulaic approach to the annual incentive plan calculations. The Committee believes that this addition will further minimize any discretionary aspect of the NEOs annual incentive determination and further align incentive compensation with the performance results of the Company.OVERVIEW OF COMPENSATION METHODOLOGY Associated's•Associated'sAssociated’s mission, business strategies and performance-based culture without incentivizing unnecessary and/or excessive risk-taking;•••judgementjudgment and leadership abilities result in overall success for Associated and increased value to our shareholders.20182019 Executive Compensation Program with targeted total compensation for the NEOs and other executive officers to approximate median levels for executives with comparable responsibilities at financial institutions of comparable asset size. In addition to compensation levels, the Committee considers Associated'sAssociated’s financial performance relative to its peers as part of the determination of total compensation opportunities. The Committee believes that peer comparison is important to the objectives of the program because Associated competes with a large number of financial institutions across the country for the services of qualified executive officers. Consideration was also given to individual factors based on performance evaluations. Where the Committee deems appropriate, total compensation opportunities may exceed the market median in order to attract currently employed, high-quality executives to join Associated and to retain experienced, high-performing executive officers. Conversely, Associated may target compensation below median market levels for newly promoted executives. The allocation of the various components of the NEOs'NEOs’ total compensation package is described below in the "Components“Components of Total Executive Compensation for 2018"2019” section beginning on page 27.20172018 peer group and made nominor changes to the 2019 peer group for 2018.group. The Committee noted that the comprehensive review process determined that Associated'sAssociated’s asset scope remained aligned with the peer group median. The Committeemedian, but also ensured that the peer group was comprehensive and included peers that were larger in asset size to allow for aspirational growth comparisons. The 2018In reflection of the redesign of the 2019-2021 LTIPP, the Committee enhanced the core Executive Pay peer group by retaining the same 15 base peers and adding 5 additional peers. Further details around the expanded peer group can be found in the “Long-Term Incentive Compensation” section on page 40. $22.6$22.7 billion to approximately $71.6$70.8 billion that were engaged in lines of business similar to Associated. The median asset size of the companies in the peer group was approximately $32.0$32.7 billion, compared to Associated'sAssociated’s assets of $30.5$33.6 billion, as of December 31, 2017.2018. The 2019 executive compensation peer group companies were:
BOK Financial Corporation
F.N.B Corporation
TCF Financial Corporation (*)Comerica Incorporated First Horizon National Corporation
Valley National Bancorp
Commerce Bancshares, Inc.Comerica IncorporatedPeople'sPeople’s United Financial
Webster Financial CorporationCommerce Bancshares, Inc.Prosperity BancsharesWintrust Financial Corporation
Cullen/Frost Bankers, Inc.
Prosperity BancsharesSVBWintrust Financial GroupZions BancorporationCorporation
East West Bancorp, Inc.
Synovus Financial Corp.Corporation
Zions BancorporationFirst Citizens BancShares Inc.
(*) TCF Financial Corporation
merged with Chemical Bank in 2019. Chemical Bank was the surviving company.wasis a key point of comparison in the total compensation strategy, the Committee also took into account broader retail banking and financial services industry survey data as part of its compensation determinations to provide broader market context. Pay Governance analyzed compensation data from the Willis Towers Watson 20172018 Executive Financial Services Survey of approximately 186205 participants, including members of Associated'sAssociated’s peer group.group, and peer company public filings. In analyzing the data, Pay Governance advised that the additional comparisons, beyond the peer group, provided a broader perspective from which to appropriately compare compensation, particularly for staff positions. When making compensation-related decisions, the Committee considered information that compared each executive officer'sofficer’s base salary and total compensation to the 25th, 50th and 75th percentiles of these market reference points. since 2010 to advise on a variety of matters relating to the executive compensation program. Pay Governance reports directly toprogram and conduct a thorough active re-engagement process each year. In 2019, this included a comprehensive review of costs, services, and performance which the Committee affirmed were in line with expectations and provides no other services to Associated.benchmark best practices. The Committee has established procedures that it considers sufficient to ensure that the compensation consultant'sconsultant’s advice to the Committee remains objective and is not influenced by Associated'sAssociated’s management, including:••Committee'sCommittee’s engagement letter with Pay Governance specifying the nature of the work to be conducted and the role that management may play in that work; and•consultant'sconsultant’s financial relationship with Associated, including a summary of the work performed for Associated during the preceding 12 months.Associated'sAssociated’s senior executive compensation levels and provided financial performance and other market data with respect to the peer group and a broader financial services survey group as a context for the Committee'sCommittee’s assessment of competitive compensation levels, as further described below.the Chief Human Resources Officer, and the Deputy Chief Human Resources Officer interact with the Committee and Pay Governance, providing information about the current compensation structure, details regarding executive compensation, individual performance assessments, and descriptions of the job responsibilities of executive officers. The CEO typically makesall of Associated'sAssociated’s executive compensation.compensation program. The Committee works closely with Pay Governance to make program decisions about, and set the framework for, Associated'sAssociated’s executive compensation program. Among other things, the Committee'sCommittee’s responsibilities include:••Associated'sAssociated’s executives and non-management directors; and•Associated'sAssociated’s annual proxy statement orand Form 10-K.COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 20182019Associated'sAssociated’s Pay for Performance philosophy, the Committee has utilized multiple compensation components that are a mix of both short- and long-term pay. The following chart depicts the Committee'sCommittee’s design decisions that create a competitive Executive Pay Program. BASE SALARYBASESALARYANNUALINCENTIVETIME BASED
STOCKPerformance Type Short-Term Long-Term Award Type Cash Cash and EquityEquity Description Salary based on peer and market comparison and individual performance Annual cash and/or equity opportunity based on overall Company and individual performanceTime-based restricted stock awards and stock options that vest equally each year Performance based restricted stock units based on Company performance that cliff vest at end of performance period Performance Period Ongoing 1-year 4-year 3-year Measurement MeasurementPerformanceStock price3 year3-year EPS Pay Determination Market Based ×x Company Performance + Individual Performance×x Target× Plan Matrixx EPS Performance + 50% Target Shares x TSR Performance Objectives Attract and retain high caliber individuals Incentive compensation that reflects Associated'sAssociated’s performanceAlign executive interests and compensation with long-term shareholder results Provide equity incentive for achieving certain specified long-term business goals Evaluation Reviewed Annually Associated'sAssociated’s pay philosophy and leverages research by Pay Governance in determining appropriate levels of compensation. The Committee focuses on determining the appropriate total compensation levels for the CEO and each NEO. The Committee utilizes input from Mr. Flynn (CEO) in decisions regarding NEO compensation and utilizes Mr. Flynn'sFlynn’s assessment of NEO performance against financial and budgetary goal achievement, significant business line project and objective success, and other individual performance objectives.Committee'sCommittee’s objective is to deliver the majority of executive compensation through variable pay opportunities that are based on Associated'sAssociated’s performance.2018,2019, variable elements continued to constitute the majority of the CEO and each NEO'sNEO’s total compensation, with long-term, equity-based incentives comprisingrepresenting the majority of the variable component of compensation. With input from Pay Governance, the Committee assessed the competitiveness of Associated'sAssociated’s executive compensation levels using multiple market references, including peer groups and industry data. In reviewing the CEOsCEO and NEOsNEO compensation, the Committee determined, with input from Pay Governance, the following with respect to Associated'sAssociated’s competitive positioning:•While the CEOs base salary is higher compared to peers, the annual incentive opportunity is significantly lower;•Total direct compensation for the CEO, which is cash plus long-term incentives, is modestly above the median of the peer group;• for NEOs are generally in line with median levels;•for NEOs, which are based on Associated'sAssociated’s performance versus short-term and long-term EPS, ROCET1 and TSR targets, are in line with median levels;•Associated'sAssociated’s pay philosophy that emphasizes equity over cash compensation, Associated'sAssociated’s long-term incentive opportunities are modestly above the competitive 50th percentile; and•Associated'sAssociated’s mix of compensation provides a direct link between executive compensation and shareholder value, fosters equity ownership among executive officers, and provides a balanced risk profile, all in keeping with the Committee'sCommittee’s objectives for the Company'sCompany’s executive compensation program.chartschart below illustrateillustrates the mix of variable (Annual Incentives, Equity Awards and Option Awards) and fixed (Salary) components of the 20182019 total compensation awarded to the CEO and the average of the mix of variable and fixed components of the total compensation awarded to all other NEOs, each as presented in the Summary Compensation Table on page 40.46.
CEONEOCommittee'sCommittee’s intention is to pay NEOs base salaries that approximate the midpoint of the market data provided by Pay Governance, with adjustments as the Committee deems necessary to account for individual performance and tenure, or other specific circumstances that may arise in a given year.Committee'sCommittee’s focus on delivering the majority of executive compensation through variable opportunities that are based on Associated'sAssociated’s performance, only one NEO received a market increase to base salary for 2018.2019. The NEO received a market increase in order to move his base salary closer to the market median. Base salaries for the remaining NEOs were determined to be within the targeted market median range.Associated'sAssociated'sAssociated’s annual incentive program is referred to as the Management Incentive Plan ("MIP"(“MIP”). All Participants are paid from a single corporate pool that includes NEOs, the Executive Committee, and all other incentive eligible colleagues. Participants are provided the opportunity to earn an annual incentive payment from a corporate pool, the total amount of which is determined based upon Associated'sAssociated’s achievement of objective financial criteria selected by the Committee, but is limited by the annual individual maximum as set forth under the terms of the shareholder approved 2017 Incentive Compensation Plan.20182019 MIP are paid. The amount of funds available in the corporate pool for distribution to all participants under the MIP is a function of total EPS and ROCET1 Company performance and, for 2018,2019, represented approximately 9.6% of Associated'sAssociated’s pre-tax, pre-cash incentive profits. The actual funding amount for the corporate pool was higherlower than the actualtarget corporate pool for 2017, as financial results exceeded the targeted metrics.20182019 to fund the corporate pool were:••2018,2019, the target corporate pool funding of 100% was based on a combination of two performance criteria: (1) EPS target of $1.58,$2.05, which was set using the new effective corporate tax rate and represented a 4%an 8.5% increase from 2017's2018’s actual adjusted results, and (2) ROCET1 with a 100200 basis point increase in targeted range of 11.0%13.0% to 12.0%14.0%. The following matrix sets forth the scale used for funding determinations under the MIP outlining the possible combinations of EPS and ROCET1 performance results, as well as actual 20182019 results.
Final Interpolated Results 2019 EPS < 9.99% 10.00%- 10.99% 11.00%- 11.99% 12.00%- 12.99% 13.00%- 14.00% 14.01%- 15.00% 15.01%- 16.00% 16.01%- 17.00% > 17.01% ROCET1 12.59% $2.08 25% 26% - 63% 64% - 88% 89% - 101% 102% 103% - 136% 137% - 160% 161% - 174% 175% 92% $2.07 25% 26% - 63% 64% - 88% 89% - 100% 101% 102% - 136% 137% - 160% 161% - 174% 175% 91% $2.06 25% 26% - 63% 64% - 87% 88% - 100% 101% 102% - 136% 137% - 160% 161% - 174% 175% 91% Target $2.05 25% 26% - 63% 64% - 87% 88% - 99% 100% 101% - 135% 136% - 159% 160% - 174% 175% 90% $2.04 25% 26% - 63% 64% - 86% 87% - 99% 100% 101% - 135% 136% - 159% 160% - 174% 175% 90% $2.03 25% 26% - 63% 64% - 86% 87% - 98% 99% 100% - 135% 136% - 159% 160% - 174% 175% 90% $1.93 25% 26% - 63% 64% - 82% 83% - 93% 94% 95% - 132% 133% - 158% 159% - 174% 175% 85% $1.92 25% 26% - 63% 64% - 81% 82% - 93% 94% 95% - 132% 133% - 158% 159% - 174% 175% 85% Actual $1.91 25% 26% - 63% 64% - 81% 82% - 92% 93% 94% - 132% 133% - 158% 159% - 174% 175% 84% $1.90 25% 26% - 63% 64% - 81% 82% - 92% 93% 94% - 131% 132% - 158% 159% - 174% 175% 84% year'syear’s actual performance.
year'syear’s actual incentive payment. This strategy ensures further alignment with Company goals and objectives as the target mimics the rise and fall of corporate performance achievement.From time to time, the Committee may choose to distribute the award in multiple forms including cash and equity, as allowed under the 2017 Incentive Compensation Plan (the "2017 Plan"). 2018, given the Company performance and extraordinary financial results,2019, the Committee determined that a split paymentthe amount of 85%annual cash incentive payments for each NEO by utilizing the plan performance calculation and 15% restricted stock was appropriate to ensure continued focusmaking minor adjustments based on future earningsindividual business unit results and shareholder value creation.performance. In the example below, Mr. Flynn'sFlynn’s incentive amount was determined by multiplying the target incentive amount by the 20182019 actual Company performance achievement. The Committee has the ability to modify the payment based on a number of factors as outlined in the 2017 Plan, such as mergers and acquisitions and tax law changes, but determined the calculated incentive award to be appropriate for 20182019 without making such adjustments.
above,previously, the Committee also approved in 20182019 the addition of a cap for individual performance adjustments of 20% for upwards adjustments and unlimited downward adjustments of any NEO incentive award. Although our program is largely based on formulaic calculations, the Committee believedfelt that the addition of the upwards cap would ensure that the majority of the incentive was tied to the achievements of the Company'sCompany’s objective performance goals.
reportedapproved EPS of $1.89$1.91 and ROCET1 of 13.15%. This resulted12.59% resulting in the corporate pool being funded at 148%funding of 84.2% of the targeted funding level. The CEO and NEO'sNEOs’ annual incentive opportunity are linked directly to Corporate EPS and ROCET1 performance. The incentive earned will rise and fall year to year based on these objective financial results within the MIP Matrix.
Successful completion of acquisitions in 2018;2019;
Significant growth in key financial measures, including revenue and core deposits and fee income;
Improving asset quality; and
Reducing expenses and streamlining processes.20182019 performance, Mr. Flynn recommended, and the Committee approved, payouts to Messrs. Del Moral-Niles, Utz, Erickson and Stein as detailed in the table below in the form of restricted stock and cash. NEO individual performance adjustments were minimal and incentive payment waspayments were closely aligned to the Company performance achievement of 148%84.2%.Company'sCompany’s financial performance and the Committee'sCommittee’s assessment of the CEO'sCEO’s continued positive performance.Incentive as a Percent of Target Named Executive Officer Target Actual Percent of Target Company Achievement 84.2% Philip B. Flynn $1,161,170 $977,705 84.2% Christopher J. Del Moral-Niles $540,000 $455,000 84.3% John A. Utz $530,000 $445,000 84.0% Randall J. Erickson $410,000 $345,000 84.1% David L. Stein $340,000 $300,000 88.2% Incentive as a Percent of Target Named Executive OfficerPercent of Target Company Achievement148% Philip B. Flynn148%Christopher J. Del Moral-Niles144%John A. Utz151%Randall J. Erickson149%David L. Stein151% LONG-TERM INCENTIVE COMPENSATIONLONG-TERM INCENTIVE COMPENSATIONexecutives officersexecutive officer’s total pay should be represented by and tied directly to the performance of the Company to ensure that the interests of the executive officer and the shareholders are in close alignment. The Committee also believes that the performance of Associated'sAssociated’s stock has a strong correlation to the actual total compensation an executive receives over time. To align these interests, the Committee has designed Associated'sAssociated’s long-term incentive program to include three key long-term elements: stock options, restricted stock awards and performance-based restricted stock units ("RSUs"(“RSUs”), which are granted under the Long-Term Incentive Performance Plan ("LTIPP"(“LTIPP”) described below. For 2018,2019, stock options and restricted stock each represent 25% of the long-term component of the overall program; with performance-based RSUs representing 50% of total long-term incentive. Individual grants, as a percent of base salary, are listed in the table below. Long-Term Incentive Grants as a Percent of Base Salary Stock
OptionsRestricted
Stock UnitsLTIPP(1) Total
Long-Term
Incentive Philip B. Flynn 50% 50% 100% 200% Christopher J. Del Moral-Niles 30% 30% 60% 120% John A. Utz 30% 30% 60% 120% Randall J. Erickson 30% 30% 60% 120% David L. Stein 25% 25% 50% 100% Long-Term Incentive Grants as a Percent of Base Salary Named Executive Officer Stock Options Restricted Stock Units LTIPP Philip B. Flynn 52.5% 52.5% 105% 210% Christopher J. Del Moral-Niles 30% 30% 60% 120% John A. Utz 30% 30% 60% 120% Randall J. Erickson 25% 25% 50% 100% David L. Stein 25% 25% 50% 100% (1)Actual amounts based on performance achievement between 25%-150%20182019 vest over a four-year period, with one-fourth of the grant vesting in each year, subject to the terms of the 2017 Plan. Long-term variable equity compensation is a significant portion of each NEO'sNEO’s compensation, as indicated by the chartschart included on page 28.36. When calculating the value of an option award for the purpose of making these grants, the Committee uses the grant date value of the options.Associated'sAssociated’s Common Stock, which creates alignment between Executive realizedexecutive pay and shareholder value. With input from Pay Governance on appropriate award types for the LTIPP, the Committee determined in 20182019 that it would grant time-based Restricted Stock Awards (RSAs) in addition to performance-based RSUs as part of Associated'sAssociated’s overall compensation mix.20182019 generally vest over a four-year period, with one-fourth of the grant vesting each year. The grants are subject to the terms of the 2017 Plan. When calculating the value of a restricted stock award for the purpose of making these grants, the Committee used the grant date value of the restricted stock determined on the same basis described on page 4046 in the notes to the Summary Compensation Table for such awards.participant'sparticipant’s base salary at the inception of the performance period. Actual payouts from the LTIP plan will be based upon Associated'sAssociated’s results during the specified measurement period relative to goals approved by the Committee with respect to the particular LTIPP performance measurement period. Grants under the 20182019 LTIPP are subject to the terms of the20162017 LTIPP are subject to the terms of the Associated Banc-Corp 2013 Incentive Compensation Plan.201820182019 LTIPP is based on a three-year performance period that began on January 1, 2018,2019, and will end on December 31, 2020.2021. Based on the Company'sCompany’s performance during the period, the number of actual shares that vest can range from a minimum of 25%0% to a maximum of 150% of the target award.isare equally weighted and are based on Associated'sAssociated’s cumulative EPS for the performance period and Associated'sAssociated’s relative TSR versus its peer group, over the 2018-20202019-2021 performance period. The Committee determined that cumulative EPS is an appropriate metric in the LTIPP as Associated'sAssociated’s goal is to sustain growth year-over-year (cumulative three-year EPS growth as provided in the LTIPP). The Committee believes that having these related measures in both the MIP and LTIPP (one-year measurement for the MIP and three-year measurement under the LTIPP)LTIPP for the 2019-2021 cycle) ensures focus on both short and long-term strategies that are in the best interests of our shareholders. Additionally, theThe Committee believes relative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is a valuable measure because it is directly aligned with shareholder interests and encourages management to outperform peers in the creation of shareholder value.2016 Additionally, the Committee determined an expansion in the number of peers was appropriate to ensure a larger number of measurement points, provide protection against having too few peers due to mergers and acquisitions, and align more effectively with the new Long-Term Incentive Performance Plan design. The 2019 LTIPPBankUnited, Inc. First Horizon National Corporation UMB Financial Corporation BOK Financial Corporation Hancock Whitney Corporation Umpqua Holdings Corporation Comerica Incorporated IBERIABANK Corporation Valley National Bancorp Commerce Bancshares, Inc. People's United Financial Webster Financial Corporation Cullen/Frost Bankers, Inc. Prosperity Bancshares Wintrust Financial Corporation East West Bancorp, Inc. Synovus Financial Corporation Zions Bancorporation F.N.B Corporation TCF Financial Corporation (*) (*) TCF Financial Corporation merged with Chemical Bank in 2019. Chemical Bank was the surviving company. 20162017 LTIPP was based on a three-year performance period that began on January 1, 2016,2017, and ended on December 31, 2018,2019, with the vesting opportunities ranging from a minimum of 25% to a maximum of 150% of the target award.Associated'sAssociated’s cumulative adjusted EPS for the performance period and Associated'sAssociated’s TSR relative to the peer group, measured on the basis of reported TSR for the performance period.20162017 LTIPP award (for performance during 2016-2018)2017-2019) at various EPS performance levels under the 20162017 LTIPP, with a payout percentage target of 100% at targeted cumulative EPS of $4.02$4.26 and TSR performance between the 40.1 and 60th percentiles of the peer group.iswas set based on a combination of budget and the publicly available 20 year BKX Bank Index which takes into account the business cycle.
Vesting of the 2017-2019 Long-Term Incentive Performance Plan 3 Yr EPS Total Shareholder Return (Q4 2019 vs Q4 2016 TSR Relative Ranking) 0% 7% 13% 20% 27% 33% 40% 67% 73% 80% 87% 93% 100% 5.00 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.95 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.90 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% Actual 4.86 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.85 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.80 146% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.75 136% 144% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.70 126% 134% 142% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.65 116% 124% 132% 141% 149% 150% 150% 150% 150% 150% 150% 150% 150% 150% 4.60 106% 114% 122% 131% 139% 144% 150% 150% 150% 150% 150% 150% 150% 150% 4.55 96% 104% 112% 121% 129% 136% 142% 150% 150% 150% 150% 150% 150% 150% 4.50 86% 94% 102% 111% 119% 127% 136% 148% 150% 150% 150% 150% 150% 150% 4.45 76% 84% 92% 101% 109% 117% 126% 138% 150% 150% 150% 150% 150% 150% 4.40 66% 74% 82% 91% 99% 107% 116% 128% 149% 150% 150% 150% 150% 150% 4.35 56% 64% 72% 81% 89% 97% 106% 118% 139% 147% 150% 150% 150% 150% 4.30 46% 54% 62% 71% 79% 87% 96% 108% 129% 137% 146% 150% 150% 150% Target 4.26 38% 46% 54% 63% 71% 79% 88% 100% 121% 129% 138% 146% 150% 150% 4.25 36% 44% 52% 61% 69% 77% 86% 98% 119% 127% 136% 144% 150% 150% 4.20 26% 34% 42% 51% 59% 67% 76% 88% 109% 117% 126% 134% 142% 150% 4.15 25% 25% 32% 41% 49% 57% 66% 78% 99% 107% 116% 124% 132% 141% $4.45$4.86 significantly outperformed targeted EPS of $4.02.$4.26. EPS results in 2017 and 2018all three years have been tax adjusted to make the final EPS results comparable to the original target using the prior 35% corporate tax rate. The Committee approved the 20182019 adjusted EPS of $1.67 to be used with previously approved 2018 adjusted EPS of $1.67 and 2017 adjusted EPS of $1.52 and 2016 reported EPS of $1.26.$1.52. Combined with Associated'sAssociated’s relative TSR ranking at the 20%7% percentile of the peer group, the RSU award grant applicable to the 2016-20182017-2019 performance period vested at 148.5%150.0% of target.Associated'sAssociated’s Executive Risk Committee, the Incentive Compensation Risk Assessment Committee (ICRA), the Chief Human Resources Officer and business executives responsible for the design and implementation of Associated'sAssociated’s incentive compensation arrangements, conducted a full annual executive compensation risk assessment as part of an incentive and sales practice review. Under the governance of the Executive Risk Committee, ICRA was established to define and govern the annual incentive plan risk assessment process which evaluates the effectiveness of Associated'sAssociated’s incentive compensation programs and ensures they are in alignment with the Company'sCompany’s safety and soundness principals. Following the reviews with members of Associated'sAssociated’s Executive Risk Committee, ICRA, and business executives responsible for the design and implementation of incentive plans, the Committee determined that Associated'sAssociated’s compensation plans do not encourage its senior executive officers or colleagues to take unnecessary or excessive risks that threaten the value of Associated, nor do such plans encourage behavior focused on short-term results to the detriment of long-term value creation. The Committee has determined that these plans do not encourage unnecessary risk taking and are consistent with preserving and enhancing the long-term health of Associated.OTHER BENEFIT PROGRAMS IRSIRC Section 414(q)(1)(B) to defer current compensation to accumulate additional funds for retirement. All NEOs were eligible to participate in the deferred compensation plan in 2018;2019; however, none elected to participate in 2018.The plan allows eligible colleagues2019.receivescan elect to receive payment of deferred amounts either in a lump sum, or five or ten equal annual installments beginninginstallments; payments may be received while in service or six months following the participant's separation from service or beginning on an in-service date elected by the participant, in either case pursuant to a distribution election made prior to the commencement of deferrals. The plan permits distributionsAssociated. (Distributions during employment are possible in the event of an unforeseeable emergency. 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. Deferred compensation plan earnings are unsecured and are not supplemented by Associated.("RAP"(“RAP”) is a qualified defined benefit plan with cash balance features designed to provide participants with a monthly income stream in the form of an annuity at retirement. A colleague becomes eligible to participate effective the first day of the plan year in which the participant completes twelve months of service (service is defined as working a minimum of 1,000 hours within the year). The colleague becomes a “Participant” in the Plan the first January 1 or July 1 after completion of the service eligibility has been met. Each participant receives an accrual of 3% of eligible compensation. Compensation is subject to the IRS annual limitation, which was $275,000$280,000 in 2018.2019. The RAP provides for an annual earnings credit based on the 30-Year Treasury Rate. All participants become fully vested in their accrued benefit upon completion of three years of credited services, attainment of normal retirement (age 65) or upon death or disability while employed by Associated. All NEOs have completed three years of credited service and are 100% vested in their benefits under the RAP. Participants may be eligible to receive an early retirement benefit at age 55. Benefits are subject to an actuarial adjustment for early retirement benefits.20182019 was equal to 100% of the first 5% of each participant'sparticipant’s contribution. Participants who work 1,000 hours during the calendar year and are employed with Associated on December 31 qualify for the matching contribution, with the exception of the participant'sparticipant’s retirement, disability or death. All participants are fully vested in both their own contributions and Associated'sAssociated’s matching contributions."SERP."“SERP.” The SERP is a non-qualified plan into which Associated makes a restoration contribution for amounts that are otherwise restricted due to applicable IRS limitations under Associated'sAssociated’s RAP and 401(k) Plan. Participation in the SERP is limited to members of Associated'sAssociated’s Executive Committee, which includes the NEOs.Associated'sAssociated’s contribution to the SERP is equal to the excess of the amount that would have been accrued under the RAP and the 401(k) Plan if not for the IRS annual limitation over the amount actually accrued by the participant for the plan year under those plans. Amounts under the SERP are unsecured and accrue at the same rate and time as accruals under the RAP and 401(k) Plan and incur gains and losses based on notional investment preferences specified by participants among various investment options. All participants in the SERP are fully vested in their SERP account. Distributions from the SERP are generally made in accordance with elections made by the participants.Flynn'sFlynn’s SERP, Mr. Flynn retains any and all accrued benefits under the SERP provisions of his expired employment agreement and receives accruals to his SERP account in an amount equal to a percentage of his annual cash base salary and cash incentive, less the amount of the IRS annual compensation limit. This percentage is initially set at 12.5%, although the Committee may decrease or increase this percentage at its discretion, subject to a maximum percentage of 20%. For 2018,2019, the accrual percentage was 12.5%. Accruals based on Mr. Flynn'sFlynn’s base salary accrue on the last day of each payroll period, and accruals based on anyFlynn'sFlynn’s SERP account are unsecured and are fully vested on the date of such accrual and incur gains and losses based on investment preferences specified by Mr. Flynn among various notional investment options. Distributions from Mr. Flynn'sFlynn’s SERP are generally made upon the earlier of his death or at various dates specified by Mr. Flynn prior to the beginning of any plan year.20182019 included executive physical examinations, which the Committee believes are valuable to Associated by helping to ensure the health and well-being of participants; financial planning services, which are intended to permit the NEOs to focus as much of their time and attention as possible on their responsibilities as executive officers; and the payment of social and similar clubs dues to give the NEOs access to social and similar clubs for business purposes. NEOs are required to pay any other costs attributable to their personal use of social and similar clubs. The NEOs participated in certain other company-subsidized benefits that were also available to all eligible and/or participating colleagues.Post-TerminationPost-Termination Arrangements with Executive Officers"at-will"“at-will” basis and none of them is party to an employment agreement with Associated. Associated does not generally enter into agreements with executives before or during their employment with respect to any post-termination benefits, nor does Associated guarantee any executive a severance benefit. The Committee believes that each executive officer separation situation should be evaluated on a case-by-case basis. This arrangement provides the Committee with maximum flexibility to determine mutually beneficial arrangements for both Associated and its executive officers in the event of a separation. Any severance paid to a former executive will generally be paid pursuant to the Associated Banc-Corp Severance Pay Plan, a fully discretionary severance plan for management colleagues that limits the Committee'sCommittee’s award of a severance benefit to a maximum of 200% of a former colleague'scolleague’s annual base salary."double trigger"“double trigger” and are not payable upon (1) a termination of an executive'sexecutive’s employment for "Cause"“Cause” or a resignation by an executive without "Good Reason"“Good Reason” or (2) any termination of an executive'sexecutive’s employment prior to a "Change“Change of Control"Control” (each as defined in the Agreements). These Agreements are summarized in the "Potential“Potential Payments onUpon Termination or Change of Control"Control” section beginning on page 44.
50.COMPENSATION DECISIONS FOR 20192020Associated'sAssociated’s executive compensation program in order to help ensure that it will continue to meet thecontinued achievement of performance goals and objectives of the Company and create further value for our shareholders.pages 23 and 24,page 33, feedback from our shareholders and shareholder advisory services has prompted the Committee to make minor modifications to the 2019-20212020-2022 Long-Term Incentive Performance Plan.Plan (LTIPP). Metrics for the 2019-2021 plans,2020-2022 plan, EPS and relative TSR, remain as the selected metrics because the Committee believes those metrics are the most closely aligned to the creation of shareholder value. However, Associated has adoptedwill continue to use an additive model for the Long-Term Incentive Performance PlanLTIPP which will provide equal weighting between each metric. In addition,metric and a threshold of 25% relative TSR has been addedwill also remain in place with no payout for that metric below threshold. The EPS metric has been further modified by adding a maximum and minimum range ofis plus or minus 20% of target. Achievement below the 20% minimum will result in no payout for the EPS metric. The payout range for the 2019-20212020-2022 LTIPP will range from 0% to 150%, which issimilar to the 2019-2021 LTIPP. To align with more common market practice, relative TSR will be calculated using a deviation from30-day share price averaging as opposed to a quarterly share price averaging used in previous plans where minimum payment began at 25%.plans.these modifications providethis modification provides closer alignment to actual shareholder value results and strengthens the overall alignment between executive compensation and shareholder interests. Summary Of Changes to Long-Term Plan 2018 Design2019 Design ModelMatrixAdditive MetricsCumulative EPS and Relative TSRCumulative EPS and Relative TSR WeightingScaled on Interactive MatrixIndividually Weighted at 50% Each EPS Threshold, Target, and MaximumThreshold and maximum reached based on a combination of EPS & TSRRange of plus or minus 20% of target. No payout below the 20% minimum. TSR Threshold, Target, and MaximumThreshold and maximum reached based on a combination of EPS & TSRNo payout below the 25th percentile of peers. Must achieve above 50th percentile to achieve target payout. Payment RangeRange of 25% - 150%Range of 0% - 150% POLICIESPOLICIES("ASC"(“ASC”) Topic 718, "Compensation-Stock Compensation"“Compensation-Stock Compensation” requires all share-based payments to colleagues to reflect the fair value on the date of grant and to be expensed over the applicable vesting period.With the enactment of the Tax Cuts and Jobs Act (the "Act") in late 2017, Code Section 162(m) was significantly revised. Section 162(m) of the Code generally disallows a federal income tax deduction to public companies for compensation over $1,000,000 paid to certain covered individuals. The Act repealed "performance-based compensation" exception under 162(m), so, for incentive awards in 2018 and beyond, Associated and otherpublic companies will no longer have the ability to exempt certain cash and equity awards from the $1,000,000 deductibility limitation as performance-based compensation. This change applies prospectively so that awards qualifying as performance-based compensation payable pursuant to a binding written agreement in effect on November 2, 2017, and that are not materially modified will continue to qualify under the performance-based compensation exemption. Additionally, the Act modified the definition of "covered individuals" to now include the CFO in addition to the three most highly compensated officers (other than the CEO and CFO). The Committee's policy with respect to Section 162(m) is to qualify executive compensation for deductibility where practicable and allowable.colleague'scolleague’s intentional misconduct, or if Associated incorrectly calculated without misconduct the performance results of the applicable plans. Where Associated is required to restate any of its financial statements as defined above, Associated shall recover amounts in excess of the cash incentives and equity awards payable under Associated'sAssociated’s restated financial statements from the above identified colleagues who received the excess cash incentives and/or equity awards. The Clawback Policy applies to Associated'sAssociated’s Management Incentive Plan beginning with the 2013 performance period and to performance incentive plan equity awards beginning with grants made in 2013. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has issued proposed rules relating to specific clawback requirements. However, the SEC and NYSE have not yet issued final rules relating to clawback requirements. Management will continue to monitor the rule-making process with respect to any revisions that may be required to comply with new regulations.Associated's"Stock“Stock Ownership –- Stock Ownership Guidelines for Executive Officers and Directors".Directors” on page 12.SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) 2019 $ 1,250,000 $0 $ 1,968,728 $ 656,248 $ 977,705 $ 12,217 $ 275,399 $ 5,140,297 2018 $ 1,250,000 $0 $ 1,874,986 $ 624,996 $ 1,161,170 $ 11,218 $ 250,472 $ 5,172,842 2017 $ 1,250,000 $0 $ 1,874,981 $ 624,999 $ 784,574 $ 10,416 $ 232,772 $ 4,777,742 2019 $ 505,000 $0 $ 454,484 $ 151,497 $ 455,000 $ 12,119 $ 39,520 $ 1,617,620 2018 $ 504,000 $0 $ 454,469 $ 151,498 $ 540,000 $ 11,136 $ 36,620 $ 1,697,723 2017 $ 492,167 $0 $ 443,696 $ 147,900 $ 375,000 $ 10,347 $ 35,165 $ 1,504,275 2019 $ 434,167 $0 $ 391,514 $ 130,499 $ 445,000 $ 12,217 $ 61,225 $ 1,474,622 2018 $ 425,000 $0 $ 382,471 $ 127,496 $ 530,000 $ 11,218 $ 56,716 $ 1,532,901 2017 $ 425,000 $0 $ 382,486 $ 127,497 $ 350,000 $ 10,416 $ 48,436 $ 1,343,835 2019 $ 460,000 $0 $ 344,985 $ 114,998 $ 345,000 $ 11,191 $ 56,518 $ 1,332,692 2018 $ 460,000 $0 $ 413,972 $ 137,999 $ 410,000 $ 10,358 $ 57,254 $ 1,489,583 2017 $ 460,000 $0 $ 413,986 $ 137,998 $ 275,000 $ 9,688 $ 53,329 $ 1,350,001 2019 $ 395,000 $0 $ 296,233 $ 98,748 $ 300,000 $ 15,509 $ 56,085 $ 1,161,575 2018 $ 395,000 $0 $ 296,238 $ 98,748 $ 340,000 $ 14,316 $ 50,095 $ 1,194,397 2017 $ 395,000 $0 $ 296,226 $ 98,746 $ 225,000 $ 13,343 $ 47,511 $ 1,075,826 (1) Stock and Option Awards reflect the aggregate grant date fair value of awards with the grant date fair value for performance-based RSUs calculated at the target level. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2019 Form 10-K. The grant date fair value of the 2019 performance based RSU awards at the maximum level is $1,968,728, $454,484, $391,514, $344,985, and $296,233 for Mr. Flynn, Mr. Del Moral-Niles, Mr. Utz, Mr. Erickson and Mr. Stein, respectively. THE COMPENSATION AND BENEFITS COMMITTEE(2) Richard T. Lommen, ChairmanJohn F. BergstromEileen A. KamerickGale E. KlappaKaren T. van LithSUMMARY COMPENSATION TABLE(3) Reflects the change in present value of the Retirement Account Plan (“RAP”). Further details regarding the RAP can be found in the “Retirement Plans” section beginning on page 43 and in the Pension Benefits in 2019 table on page 49. (4) Amounts in All Other Compensation for 2019 include the following: Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(1) Non-Equity
Incentive Plan
Compensation
($)(2) Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(3) All Other
Compensation
($)(4) Total
($)(5) 2018 $ 1,250,000 $ 0 $ 1,874,986 $ 624,996 $ 1,161,170 $ 11,218 $ 250,472 $ 5,172,842 2017 $ 1,250,000 $ 0 $ 1,874,981 $ 624,999 $ 784,574 $ 10,416 $ 232,772 $ 4,777,742 2016 $ 1,250,000 $ 0 $ 1,874,972 $ 624,999 $ 670,576 $ 10,329 $ 290,617 $ 4,721,493 2018 $ 504,000 $ 0 $ 454,469 $ 151,498 $ 540,000 $ 11,136 $ 36,620 $ 1,697,723 2017 $ 492,167 $ 0 $ 443,696 $ 147,900 $ 375,000 $ 10,347 $ 35,165 $ 1,504,275 2016 $ 483,000 $ 0 $ 434,691 $ 144,897 $ 350,000 $ 10,251 $ 53,119 $ 1,475,958 2018 $ 425,000 $ 0 $ 382,471 $ 127,496 $ 530,000 $ 11,218 $ 56,716 $ 1,532,901 2017 $ 425,000 $ 0 $ 382,486 $ 127,497 $ 350,000 $ 10,416 $ 48,436 $ 1,343,835 2016 $ 423,750 $ 0 $ 382,499 $ 127,499 $ 325,000 $ 10,329 $ 61,808 $ 1,330,885 2018 $ 460,000 $ 0 $ 413,972 $ 137,999 $ 410,000 $ 10,358 $ 57,254 $ 1,489,583 2017 $ 460,000 $ 0 $ 413,986 $ 137,998 $ 275,000 $ 9,688 $ 53,329 $ 1,350,001 2016 $ 455,667 $ 0 $ 413,992 $ 138,000 $ 240,000 $ 9,511 $ 65,218 $ 1,322,388 2018 $ 395,000 $ 0 $ 296,238 $ 98,748 $ 340,000 $ 14,316 $ 50,095 $ 1,194,397 2017 $ 395,000 $ 0 $ 296,226 $ 98,746 $ 225,000 $ 13,343 $ 47,511 $ 1,075,826 (1)Stock and Option Awards reflect the aggregate grant date fair value of awards with the grant date fair value for performance-based RSUs calculated at the target level. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 10, "Stock-Based Compensation," of the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of our 2018 Form 10-K. The grant date fair value of the 2018 performance based RSU awards at the maximum level is $1,874,986, $454,469, $382,471, $413,972, and $296,238 for Mr. Flynn, Mr. Del Moral-Niles, Mr. Utz, Mr. Erickson and Mr. Stein, respectively.(2)Amounts reported in this column reflect incentive awards provided under the "Management Incentive Plan," described in the "Annual Total Compensation – Annual Incentive Award" section beginning on page 28. For 2018, the Committee decided to pay out awards under the MIP in both cash and restricted stock. The MIP cash amounts are $986,994, $459,000, $450,500, $348,500, and $289,000 for Mr. Flynn, Mr. Del Moral-Niles, Mr. Utz, Mr. Erickson and Mr. Stein, respectively. The MIP restricted stock amounts are $174,176, $81,000, $79,500, $61,500, and $51,000 for Mr. Flynn, Mr. Del Moral-Niles, Mr. Utz, Mr. Erickson and Mr. Stein, respectively.(3)Reflects the change in present value of the Retirement Account Plan ("RAP"). Further details regarding the RAP can be found in the "Retirement Plans" section beginning on page 35 and in the Pension Benefits in 2018 table on page 43.(4)Amounts in All Other Compensation for 2018 include the following:•The employerEmployer match on each participating NEO's 2018NEO’s 2019 contributions to the 401(k) Plan;•The 2018"Retirement Plans"“Retirement Plans” section beginning on page 3543 and in the Nonqualified Deferred Compensation in 20182019 table on page 43;• 401(k) Match SERP
Contribution Financial
Planning Services $ 13,750 $ 219,947 $ 13,275 $ 13,750 $ 22,870 — $ 13,750 $ 25,750 $ 13,275 $ 13,750 $ 24,550 $ 13,275 $ 13,750 $ 21,100 $ 13,275 ••Erickson.
Stein.(5)For a description of the elements of executive compensation and the various factors affecting compensation levels, please see the "Executive Compensation – Compensation Discussion and Analysis" section beginning on page 21.Name 401(k) Match SERP Contribution Financial Planning Services Social and Similar Club Dues Executive Physicals Philip B.Flynn $14,000 $244,624 $13,275 — $3,500 Christopher J. Del Moral-Niles $14,000 $25,520 — — — John A. Utz $14,000 $29,140 $13,275 $4,810 — Randall J. Erickson $14,000 $26,855 $13,275 $2,388 — David L. Stein $14,000 $23,120 $13,275 $2,090 $3,600 (5) For a description of the elements of executive compensation and the various factors affecting compensation levels, please see the “Executive Compensation - Compensation Discussion and Analysis” section beginning on page 30. GRANTS OF PLAN-BASED AWARDS DURING 20182019 Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1) Estimated Future Payouts
Under Equity
Incentive Plan Awards(2) All Other
Stock
Awards:
Number of
Shares of All Other
Option
Awards:
Number of
Securities
Underlying Exercise or
Base Price
of Option Grant Date
Fair Value
of Stock
and
Option Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Stock
(#) Options
(#) Awards
($/Sh) Awards
($)(3) 02/6/2018 — — — — — — — 141,268 24.25 $ 624,996 02/6/2018 — — — — — — 25,773 — — 624,995 02/6/2018 — — — 12,886 51,546 77,319 — — — 1,249,991 — 784,574 — — — — — — — — 02/6/2018 — — — — — — — 34,243 24.25 $ 151,498 02/6/2018 — — — — — 6,247 — — 151,490 02/6/2018 — — — 3,123 12,494 18,741 — — — 302,980 — 375,000 — — — — — — — — 02/6/2018 — — — — — — — 28,818 24.25 $ 127,496 02/6/2018 — — — — — — 5,257 — — 127,482 02/6/2018 — — — 2,628 10,515 15,772 — — — 254,989 — 350,000 — — — — — — — — 02/6/2018 — — — — — — — 31,192 24.25 $ 137,999 02/6/2018 — — — — — — 5,690 — — 137,983 02/6/2018 — — — 2,845 11,381 17,071 — — — 275,989 — 275,000 — — — — — — — — 02/6/2018 — — — — — — — 22,320 24.25 $ 98,748 02/6/2018 — — — — — — 4,072 — — 98,746 02/6/2018 — — — 2,036 8,144 12,216 — — — 197,492 — 225,000 — — — — — — — — Name Grant Date Philip B. Flynn 2/5/2019 — — — — — — — 169,857 22.01 $ 656,248 2/5/2019 — — — — — — 29,816 — — 656,250 2/5/2019 — — — — 59,631 89,446 — — — 1,312,478 — 1,161,170 1,393,404 — — — — — — — 2/5/2019 — — — — — — — 39,212 22.01 $ 151,497 2/5/2019 — — — — — — 6,883 — — 151,495 2/5/2019 — — — — 13,766 20,649 — — — 302,990 — 540,000 648,000 — — — — — — — John A. Utz 2/5/2019 — — — — — — — 33,777 22.01 $ 130,499 2/5/2019 — — — — — — 5,930 — — 130,519 2/5/2019 — — — — 11,858 17,787 — — — 260,995 — 530,000 636,000 — — — — — — — Randall J. Erickson 2/5/2019 — — — — — — — 29,765 22.01 $ 114,998 2/5/2019 — — — — — — 5,225 — — 115,002 2/5/2019 — — — — 10,449 15,673 — — — 229,982 — 410,000 492,000 — — — — — — — David L. Stein 2/5/2019 — — — — — — — 25,559 22.01 $ 98,748 2/5/2019 — — — — — — 4,486 — — 98,737 2/5/2019 — — — — 8,973 13,459 — — — 197,496 — 340,000 408,000 — — — — — — — (1) Reflects annual incentive opportunities under the 2019 MIP. Amounts shown in the target column are equal to the amounts paid under the MIP for 2019 which served as the base amounts used by the Committee for determining the annual incentive payments under the 2019 MIP. Amounts shown in the maximum column are equal to the maximum MIP opportunity which include a limited positive discretion of up to 20% for individual performance and no cap on negative adjustments. The 2019 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan, other than the $3 million annual individual limitation on cash awards under the terms of the 2017 Plan, the plan under which the 2019 MIP is administered. See “Annual Total Compensation - Annual Incentive Award” beginning on page 37 for additional details. (2) Reflects performance-based RSU grants made to the NEOs under the 2019 LTIPP. The threshold and maximum amounts represent the 0% and 150% limits within the LTIPP. See “Long-Term Incentive Compensation” beginning on page 40 for additional details. (3) See “Policies - Accounting and Tax Considerations” on page 45. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Associated’s 2019 Form 10-K. (1)Reflects annual incentive opportunities under the 2018 MIP. Amounts shown in the target column are equal to the amounts paid under the MIP for 2018 which served as the base amounts used by the Committee for determining the annual incentive payments under the 2018 MIP. For 2018, the Committee decided to pay out awards under the MIP in both cash and restricted stock. The breakdowns of these amounts are detailed in Footnote 2 to the Summary Compensation Table on page 40. The 2018 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan, other than the $3 million annual individual limitation on cash awards under the terms of the 2017 Plan, the plan under which the 2018 MIP is administered. See "Annual Total Compensation – Annual Incentive Award" beginning on page 28 for additional details.(2)Reflects performance-based RSU grants made to the NEOs under the 2018 LTIPP. The threshold and maximum amounts represent the 25% and 150% limits within the LTIPP. See "Long-Term Incentive Compensation" beginning on page 32 for additional details.(3)See "Policies – Accounting and Tax Considerations" on page 37. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 10, "Stock-Based Compensation," of the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of Associated's 2018 Form 10-K.OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20182019 Option Awards Stock Awards Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1) Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1) Option
Exercise
Price
($) Option
Expiration
Date(1) Number of
Shares or
Units of
Stock Held
that Have
Not Vested
(#) Market Value
of Shares or
Units of Stock
Held That
Have Not
Vested ($)(2) Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)(3) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not ($)
Vested(2)Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock Held that Have Not Vested (#) Market Value of Shares or Units of Stock Held That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not ($) Vested (1) (1) (2) (3) (2) 139,747 0 $ 14.02 01/22/2023 9,063 (4) $ 179,357 258,525 $ 5,116,210 139,747 — $14.02 1/22/2023 8,990 (4) $198,140 241,169 $5,315,365 161,369 — $17.02 1/27/2024 12,401 (5) $273,318 — 50,656 — $17.67 3/17/2024 19,330 (6) $426,033 — 161,369 0 $ 17.02 01/27/2024 17,980 (5) $ 355,824 211,236 — $17.24 2/2/2025 37,729 (7) $831,547 — 50,656 0 $ 17.67 03/17/2024 18,601 (6) $ 368,114 140,203 46,735 $17.38 2/1/2026 — 158,427 52,809 $ 17.24 02/02/2025 25,773 (7) $ 510,048 59,964 59,965 $25.20 2/6/2027 — 93,468 93,470 $ 17.38 02/01/2026 35,317 105,951 $24.25 2/6/2028 — 29,982 89,947 $ 25.20 02/06/2027 — 169,857 $22.01 2/5/2029 — 0 141,268 $ 24.25 02/06/2028
37,411
0
$
17.02
01/27/2024
2,101
(4)
$
41,579
61,108
$
1,209,327 32,504 10,835 $17.38 2/1/2026 2,085 (4) $45,953 56,997 $1,256,214 11,744 0 $ 17.67 03/17/2024 4,169 (5) $ 82,505 14,190 $25.20 2/6/2027 2,935 (5) $64,687 — 36,729 12,244 $ 17.24 02/02/2025 4,402 (6) $ 87,116 8,560 25,683 $24.25 2/6/2028 4,686 (6) $103,279 — 21,669 21,670 $ 17.38 02/01/2026 6,247 (7) $ 123,628 — 39,212 $22.01 2/5/2029 10,563 (7) $232,809 — 7,095 21,285 $ 25.20 02/06/2027 John A. Utz 2,000 — $12.97 1/23/2022 1,834 (4) $40,421 48,737 $1,074,163 0 34,243 $ 24.25 02/06/2028 12,659 — $14.02 1/22/2023 2,530 (5) $55,761 —
2,000
0
$
12.97
01/23/2022
1,697
(4)
$
33,584
52,737
$
1,043,665 14,755 — $17.02 1/27/2024 3,943 (6) $86,904 — 12,659 0 $ 14.02 01/22/2023 3,668 (5) $ 72,590 8,510 — $17.67 3/17/2024 9,541 (7) $210,284 — 14,755 0 $ 17.02 01/27/2024 3,795 (6) $ 75,103 39,543 — $17.24 2/2/2025 — 8,510 0 $ 17.67 03/17/2024 5,257 (7) $ 104,036 28,601 9,534 $17.38 2/1/2026 — 29,657 9,886 $ 17.24 02/02/2025 12,232 12,233 $25.20 2/6/2027 — 19,067 19,068 $ 17.38 02/01/2026 7,204 21,614 $24.25 2/6/2028 — 6,116 18,349 $ 25.20 02/06/2027 — 33,777 $22.01 2/5/2029 — 0 28,818 $ 24.25 02/06/2028
26,335
0
$
17.02
01/27/2024
1,479
(4)
$
29,269
57,080
$
1,129,613 26,335 — $17.02 1/27/2024 1,985 (4) $43,749 49,172 $1,083,751 8,267 0 $ 17.67 03/17/2024 3,970 (5) $ 78,566 8,267 — $17.67 3/17/2024 2,738 (5) $60,346 — 25,854 8,619 $ 17.24 02/02/2025 4,107 (6) $ 81,278 34,473 — $17.24 2/2/2025 4,268 (6) $94,067 — 20,638 20,638 $ 17.38 02/01/2026 5,690 (7) $ 112,605 30,957 10,319 $17.38 2/1/2026 8,019 (7) $176,739 — 6,620 19,860 $ 25.20 02/06/2027 13,240 $25.20 2/6/2027 — 0 31,192 $ 24.25 02/06/2028 7,798 23,394 $24.25 2/6/2028 — — 29,765 $22.01 2/5/2029 —
35,617
0
$
12.97
01/23/2022
1,378
(4)
$
27,271
40,845
$
808,323 15,617 — $12.97 1/23/2022 1,421 (4) $31,319 37,430 $824,957 24,332 0 $ 14.02 01/22/2023 2,841 (5) $ 56,223 24,332 — $14.02 1/22/2023 1,960 (5) $43,198 — 23,882 0 $ 17.02 01/27/2024 2,939 (6) $ 58,163 23,882 — $17.02 1/27/2024 3,054 (6) $67,310 — 7,497 0 $ 17.67 03/17/2024 4,072 (7) $ 80,585 7,497 — $17.67 3/17/2024 6,803 (7) $149,938 — 24,080 8,027 $ 17.24 02/02/2025 32,107 — $17.24 2/2/2025 — 14,768 14,768 $ 17.38 02/01/2026 22,152 7,384 $17.38 2/1/2026 — 4,737 14,211 $ 25.20 02/06/2027 9,474 $25.20 2/6/2027 — 0 22,320 $ 24.25 02/06/2028 5,580 16,740 $24.25 2/6/2028 — — 25,559 $22.01 2/5/2029 — (1) All options expiring in 2024, 2025, 2026, 2027, 2028, and 2029 vest in four equal annual installments beginning on the first anniversary following the grant date. All other options have a three-year stepped vesting schedule (34% of the original award vests on the first anniversary following the date of the grant and 33% vests on each of the second and third anniversaries following the date of the grant). (2) Market value based on the closing price of the Common Stock of $22.04 on December 31, 2019. (3) Includes actual 150.0% of the 2017 performance-based RSU grant, and maximum portion of 2018 and 2019 performance-based RSU grants. (4) Restricted stock scheduled to vest fully on February 8, 2020. (5) Restricted stock scheduled to vest in two equal installments on February 8, 2020 and February 8, 2021. (6) Restricted stock scheduled to vest in three equal installments on February 8, 2020, February 8, 2021, and February 8, 2022. (7) Restricted stock scheduled to vest in four equal installments on February 8, 2020, February 8, 2021, February 8, 2022, and February 8, 2023. (1)All options expiring in 2024, 2025, 2026, 2027 and 2028 vest in four equal annual installments beginning on the first anniversary following the grant date. All other options have a three-year stepped vesting schedule (34% of the original award vests on the first anniversary following the date of the grant and 33% vests on each of the second and third anniversaries following the date of the grant).(2)Market value based on the closing price of the Common Stock of $19.79 on December 31, 2018.(3)Includes actual 148.5% of the 2016 performance-based RSU grant, and maximum portion of 2017 and 2018 performance-based RSU grants.(4)Restricted stock scheduled to vest fully on February 8, 2019.(5)Restricted stock scheduled to vest in two equal installments on February 8, 2019 and February 8, 2020.(6)Restricted stock scheduled to vest in three equal installments on February 8, 2019, February 8, 2020, and February 8, 2021.(7)Restricted stock scheduled to vest in four equal installments on February 8, 2019, February 8, 2020, February 8, 2021, and February 8, 2022.20182019 Option Awards Stock Awards Option Awards Stock Awards Name of Executive Officer Number of
Shares Acquired
on Exercise or
Vesting (#) Value
Realized on
Exercise ($) Number of
Shares Acquired
on Vesting
(#)(1) Value
Realized on
Vesting
($)(2)Number of Shares Acquired on Exercise or Vesting (#) Value Realized on Exercise ($) Philip B. Flynn 0 $ 0 60,948 $ 1,474,977 — $0 142,605 $3,133,312 Christopher J. Del Moral-Niles 25,000 $ 330,125 14,130 $ 341,955 98,128 $541,679 30,506 $673,678 John A. Utz 14,681 $ 206,508 11,384 $ 275,233 — $0 27,784 $611,888 Randall J. Erickson 0 $ 0 10,463 $ 252,899 — $0 28,467 $628,464 David L. Stein 15,000 $ 15,900 9,280 $ 224,513 20,000 $176,166 21,581 $475,304 (1) Amounts include the following numbers of shares of restricted stock for which restrictions lapsed in 2019: for Mr. Flynn - 24,496, Mr. Del Moral-Niles - 5,746, Mr. Utz - 4,845, Mr. Erickson - 4,886, and Mr. Stein - 3,816; and the following numbers of RSUs that vested in 2019: for Mr. Flynn - 118,109, Mr. Del Moral-Niles - 24,760, Mr. Utz - 22,939, Mr. Erickson - 23,581, and Mr. Stein - 17,765. (2) Value based on the closing price of Associated Common Stock on the date restrictions lapsed. Vested shares are subject to retention requirements under Associated’s security ownership guidelines. (3) The number of shares acquired on vesting and value realized on vesting include deferred stock: for Mr. Flynn - 118,109 ($2,584,602), Mr. Utz - 12,045 ($263,583) and Mr. Stein - 9,327 ($204,105). Note that although the table includes the deferred stock, the individuals will not actually receive the shares until the deferral period lapses in accordance with the plan documents and agreements. (4) Mr. Flynn became retirement eligible in October 2019 under the definitions of retirement eligibility in the 2017 Incentive Compensation Plan ("Plan") and was required to pay taxes on the value of unvested Restricted Stock Awards. All shares remain unvested under terms of the Plan and Mr. Flynn will not receive the shares or the value until the earlier of the scheduled vesting date or his retirement. (1)Amounts include the following numbers of shares of restricted stock for which restrictions lapsed in 2018: for Mr. Flynn – 27,234 Mr. Del Moral-Niles – 6,314, Mr. Utz – 5,073, Mr. Erickson – 4,962, and Mr. Stein – 4,156; and the following numbers of RSUs that vested in 2018: for Mr. Flynn – 33,714, Mr. Del Moral-Niles – 7,816, Mr. Utz – 6,311, Mr. Erickson – 5,501, and Mr. Stein – 5,124.(2)Value based on the closing price of Associated Common Stock on the date restrictions lapsed. Vested shares are subject to retention requirements under Associated's security ownership guidelines.PENSION BENEFITS IN 20182019Name Plan Name Number of
Years Credited
Service
(#) Present Value
of Accumulated
Benefit
($)Payments
During Last
Fiscal Year
($)Plan Name Philip B. Flynn RAP 9 $ 114,284 0 RAP 10 $126,502 $0 Christopher J. Del Moral-Niles RAP 8 $ 111,348 0 RAP 9 $123,467 $0 John A. Utz RAP 8 $ 114,284 0 RAP 9 $126,502 $0 Randall J. Erickson RAP 6 $ 83,565 0 RAP 7 $94,756 $0 David L. Stein RAP 13 $ 199,271 0 RAP 14 $214,780 $0
