INFORMATION
the Securities Exchange Act
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10, 2023 meeting by visiting www.virtualshareholdermeeting.com/ASB2023. Banc-Corp and hope you will be able to join us at the Annual Meeting. MEETING VIRTUALLY. NOMINEES FOR ELECTION TO OUR BOARD DIRECTOR QUALIFICATIONS AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE INFORMATION ABOUT THE BOARD OF DIRECTORS BOARD COMMITTEES AND MEETING ATTENDANCE SEPARATION OF BOARD CHAIRMAN AND CEO 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: ADVISORY APPROVAL OF ASSOCIATED RECOMMENDATION OF THE BOARD OF DIRECTORS COMPENSATION AND BENEFITS COMMITTEE REPORT DIRECTOR COMPENSATION IN 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 to receive a paper or e-mail copy of these materials, you must make the request over the Internet at www.proxyvote.com, by calling toll free 1-800-579-1639, or by sending an e-mail to sendmaterial@proxyvote.com. There is no charge to you for requesting a paper or e-mail copy par value $0.01 meeting consist of shares of its Common Stock, of which her resignation following certification of the shareholder vote. The Corporate Governance and Social Responsibility 2023. imprinted on your Notice or proxy card in order to vote online. The Internet voting procedures are designed to authenticate The Corporate Secretary of Associated is Randall J. Erickson, 433 Main Street, Green Bay, Wisconsin 54301. He will not stand for re-election to the Badger Meter Inc. board in April 2023. Mr. Omnitracs in 2014, and a director of CNS, a publicly traded consumer goods company, from 2003 until its 2006 sale to GlaxoSmithKline. Corporate Development Committee. Mr. The Audit Committee is also responsible for overseeing certain aspects of Associated’s environmental, social and governance (known as “ESG”) program, including the ESG-related aspects of audit and audit risk oversight. the structure and amount of compensation of 24. Compensation and Benefits Committee duties also include overseeing certain aspects of Associated’s ESG program, including reviewing and evaluating policies and programs, and taking action as necessary, with respect to human capital management, diversity, equity and inclusion, and workforce practices and policies. The Corporate Governance and Social Responsibility Committee is also responsible for overseeing aspects of Associated’s ESG program related to corporate governance, shareholder rights, board and committee structure, ESG framework, and ESG disclosures. The Enterprise Risk Committee, through its oversight of the lending policy and risk assessment, is also responsible for reviewing and approving certain components of the ESG program, which may include risk assessment, lending policy, data privacy and security, fair lending, and community development and CRA-related programs, climate change and carbon emissions, natural resources, environmental risk management, environmental and social lending policies, charitable giving and consumer practices. for the past five years) of each proposed nominee; (2) the number of shares of Associated beneficially owned (as defined by Section 13(d) of the Securities Exchange applicable, on a regular basis employee is a member of the Compensation and Benefits Committee. owner of 5% or more of our outstanding Common Stock on Name and Address Stock based on its daily closing price. These Beneficial Owner John F. Bergstrom Michael T. Crowley, Jr. R. Jay Gerken Judith P. Greffin 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 ” leadership abilities result in overall success for Associated and increased value to our shareholders. Associated competes with a large number of financial institutions across the country for the services of qualified While the peer group the compensation consultant advised that the additional comparisons, beyond the peer group, provided a broader perspective from which to appropriately compare Composition of Total Compensation Short-term incentive targets are established as a percent of base salary, consistent with market practice. The Base Salary The Committee approved LONG-TERM INCENTIVE COMPENSATION Plan. which creates alignment between executive pay and shareholder value and promotes executive retention. The RSUs granted in The Performance Period Completed Risk Assessment the Committee determined that Deferred Compensation Plan focusing on the long-term goal of increasing capital gains. All NEOs were eligible to elect to defer receipt of shares in 2022 and income stream in the form of an annuity at retirement. A colleague becomes eligible to participate retirement. Supplemental Executive Retirement Plans Change of Control The Committee, Name and Principal Position Philip B. Flynn President and CEO Christopher J. Del Moral-Niles Executive Vice President, Chief Financial Officer Randall J. Erickson Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer(6) John A. Utz Executive Vice President, Head of Corporate Banking and Milwaukee Market President David L. Stein Executive Vice President, Head of Consumer & Business Banking Name Philip B. Flynn Christopher J. Del Moral-Niles Randall J. Erickson John A. Utz David L. Stein Name Philip B. Flynn Christopher J. Del Moral-Niles Randall J. Erickson John A. Utz David L. Stein Further information regarding the RAP can be found in the 37. termination and the monthly premiums in respect of the life insurance in effect for the executive on the date of termination; benefits. determining vesting) held by the NEOs would vest upon such an event. Assuming one of the events in the prior two sentences (each a NEOs.” The material terms of the non-employee director compensation arrangements Directors may Name John F. Bergstrom R. Jay Gerken Judith P. Greffin(1) 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 Under Section 16(a) of the Exchange Act, directors and executive officers that no other reports were required, Certain officers and directors of Associated and its subsidiaries, members of their families, and the companies or firms with which they are affiliated were customers of, and had banking transactions with, We have adopted written Related Party Transaction Policies and Procedures regarding the identification, review and approval or ratification of transactions are not covered by this policy, including: transactions involving compensation for services provided to Associated as a director or executive officer, ordinary course banking transactions, and transactions where all receive proportional benefits, such as dividends. A related party is any executive officer, director, nominee for election as director or a greater-than-5% shareholder of Associated, and any Under the policies and procedures, the Corporate Governance and Social Responsibility Committee reviews and either approves or disapproves any interested transactions. In considering interested transactions, the Corporate Governance and Social Responsibility Committee takes into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related Audit Fees(1) Audit-Related Fees(2) Tax Fees All Other Fees Total Fees shareholders. TableContents
2018Filing Fee (Check all boxes that apply):
24, 201825, 2023
13, 201824, 2018, at25, 2023, which will be conducted solely online via a live webcast. You will be able to attend 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's investment professionals providing an update onAnnual Meeting of Shareholders of Associated Banc-Corp online, vote your shares electronically, and submit questions prior to and during the equity market and interest rate environment.13, 2018,10, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders informing them that our Proxy Statement, the 20172022 Summary Annual Report to Shareholders and our 20172022 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.Your Board of Directors and management look forward to personally greeting those shareholders who are able to attend. always appreciate your input and interest in Associated Banc-Corp.
William R. Hutchinson
Philip B. Flynn
24, 2018
25, 20231310 individuals recommended by the Board of Directors to serve as directors.Banc-Corp'sBanc-Corp’s named executive officer compensation.Advisory vote on the frequency of advisory approval of Associated Banc-Corp's named executive officer compensation.4.Banc-CorpBanc- Corp for the year ending December 31, 2018.5.24, 2018:The25, 2023:the 20172022 Summary Annual Report to Shareholders and the 20172022 Form 10-K10-K are available online at http://materials.proxyvote.com/045487.CANARE ENCOURAGED TO USE ONE OF THE FOLLOWING METHODS TO VOTE IN ADVANCE OF THE ANNUAL MEETING OF SHAREHOLDERS, NO LATER THAN 11:59 P.M. ET ON APRIL 24, 2023:YOU CAN ALSO VOTE USING THE INTERNET OR THE TELEPHONE, YOU ARE URGED TO SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THATTO HELP ENSURE THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED.MEETING. REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, THE PROMPT RETURN OF YOUR SIGNED PROXY OR YOUR PROMPT VOTE BY USING THE INTERNET OR THE TELEPHONE REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED BANC-CORP INBY REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
13, 201810, 2023GENERAL INFORMATION1GENERAL INFORMATION PROPOSAL 1: ELECTION OF DIRECTORS BOARD DIVERSITY DIRECTOR SKILLS AND EXPERIENCE MATRIX RECOMMENDATION OF THE BOARD OF DIRECTORS BOARD DIVERSITY13DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLANBANC-CORP'SBANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION2022 ENVIRONMENTAL, SOCIAL & GOVERNANCE HIGHLIGHTS LETTER TO SHAREHOLDERS COMPENSATION DISCUSSION AND ANALYSIS DIRECTOREXECUTIVE COMPENSATION4440DIRECTOR COMPENSATION DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLAN 2017PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY APPROVAL OF ASSOCIATED BANC-CORP'S NAMED EXECUTIVE OFFICER COMPENSATIONRECOMMENDATION OF THE BOARD OF DIRECTORS46SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE474:3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPURPOSE "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 24, 2018,25, 2023, (the "Annual Meeting"“Annual Meeting”), which will be held virtually at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin,www.virtualshareholdermeeting.com/ASB2023, and at any and all adjournments of the Annual Meeting.Associated'sAssociated’s directors, officers, and employeescolleagues may, withoutD.F. King & Co., Inc.Innisfree M&A Incorporated 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 $9,000 plus its out-of-pocket expensesInnisfree M&A Incorporated $25,000 for theseproxy solicitation 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 13, 2018,10, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”), to our shareholders advising them that this Proxy Statement, the 20172022 Summary Annual Report to Shareholders and our 2017 Annual Report on Form 10-K for the year ended December 31, 2022 (the "2017“2022 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. Iftofrom sendmaterial@proxyvote.com. If you would like to receive a paper or e-mail copy of the proxy materials, please make your request on or before April 10, 2018,11, 2023, 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 February 27, 2018,March 1, 2023, 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,("Common Stock"(the “Common Stock”), is entitled toQUORUM AND SHARES OUTSTANDING 170,199,951150,868,335 shares were issued and outstanding at the close of business on the Record Date.REQUIRED VOTES –- Election of Directors1310 nominees receivingwho receive 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 orABSTENTIONS AND BROKER NON-VOTES HOW YOU CAN VOTE "FOR"“FOR” the election of the Board'sBoard’s nominees for director, "FOR"“FOR” the advisory approval of Associated'sAssociated’s named executive officer ("NEO"(“NEO”) compensation "ONE YEAR" for the advisory vote on the frequency of advisory approval of Associated Banc-Corp's NEO compensation and "FOR"“FOR” the ratification of the selection of KPMG LLP as Associated'sAssociated’s independent registered public accounting firm for 2018.–- 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 23, 2018.24, 2023. 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 numbershareholders'shareholders’ identities, to allow shareholders to provide their voting instructions, and toshareholders'shareholders’ instructions have been recorded properly. You should be aware that there might be costs associated with your 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 untilno later than 11:59 p.m. Eastern Time on April 23, 2018.24, 2023. 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.IN PERSON –also vote in person atonline during the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. For additional information, see the section below entitled “Virtual Meeting Information.”REVOCATION OF PROXY date.date, or by voting at the Annual Meeting via the meeting platform. Proxies may not be revoked byor by telephone.prior to the Annual Meeting.VIRTUAL MEETING INFORMATION TableContents
conduct during the Annual Meeting. You will also be able to examine our shareholder list during the Annual Meeting by following the instructions provided on the meeting website.Directorstermsterm expiring at the 20192024 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'sand Social Responsibility Committee’s conclusion that such nominee should serve as a director. The 1310 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 and Social Responsibility Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process. Correspondence may be directed to nominees at Associated's executive offices.On February 1, 2018, Associated completed its acquisition of Bank Mutual Corporation ("Bank Mutual"). Pursuant to Agreement and Plan of Merger dated as of July 20, 2017, by and among Associated and Bank Mutual (the "Agreement"), Bank Mutual merged with and into Associated, with Associated as the surviving corporation (the "Merger"). At the effective time of the Merger, and in accordance with the terms of the Agreement, Associated increased the size of its Board, and Mr. Michael T. Crowley, Jr., former chairman and chief executive officer of Bank Mutual, was appointed to the Board. Mr. Crowley is nominated by the Board to stand for election at the Annual Meeting.The information presented below is as of February 27, 2018.NOMINEES FOR ELECTION TO OUR BOARDPhilip B. Flynn
Director since 2009Age: 60Mr. Flynn joined Associated Banc-Corp as President and Chief Executive Officer in December 2009. Mr. Flynn has more than 30 years of financial services industry experience. Prior to joining Associated, Mr. Flynn held the position of Vice Chairman and Chief Operating Officer of Union Bank in California. During his nearly 30-year career at Union Bank, he held a broad range of other executive positions, including chief credit officer and head of commercial banking, specialized lending and wholesale banking activities. Mr. Flynn serves as a director or trustee of the Financial Services Roundtable, the Medical College of Wisconsin, the Milwaukee Art Museum, St. Norbert College, Wisconsin Manufacturers & Commerce, and the Green Bay Packers, Inc.Mr. Flynn'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
Director since 2010Age: 71Mr. Bergstrom is Chairman and Chief Executive Officer of Bergstrom Corporation of Neenah, Wisconsin, one of the top 50 largest automobile dealer groups in the United States. Mr. Bergstrom also serves as a director of Kimberly-Clark Corporation (NYSE: KMB), WEC Energy Group (NYSE: WEC), Advance Auto Parts (NYSE: AAP), and is a director emeritus of Green Bay Packers, Inc.Mr. Bergstrom'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's business environment. Mr. Bergstrom has completed the National Association of Corporate Directors ("NACD") corporate training program for Compensation Committee members and is now designated as a Master Fellow for Compensation Committee, governance and best practices. He was also designated as one of the top 100 corporate directors in America for 2017 by NACD Directorship magazine.Michael T. Crowley, Jr.R. Jay Gerken 
Director since 2018Age: 75Mr. Crowley previously held the position of Chairman for Bank Mutual Corporation from 2000 to 2018, serving as CEO for the bank from 2000 to 2013, and President from 2000 to 2010. Mr. Crowley'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, and a director of The Wisconsin Partnership for Housing Development, Inc.Mr. Crowley's qualifications to serve as a director of Associated include his extensive executive management experience at a large financial institution, his significant experience in the banking industry, as well as his leadership experience as Chairman of Bank Mutual Corporation.
R. Jay Gerken
Director since 201466711817 mutual funds with approximately $35$30 billion in assets associated with Sanford C. Bernstein Fund, Inc. and, the Bernstein Fund, Inc. and the AB Multi-Manager Alternative Fund, which are mutual fund complexes. Mr. Gerken served as the President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC from 2005 until June 2013. During that period, he was also the President and a director of the Legg Mason and Western Asset mutual 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, Chairmanmember 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 (“NACD”) 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
Judith P. Greffin
5762nation'snation’s largest publicly held personal lines insurer, from 2008 to 2016.2008-2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990-2008. Ms. Greffin currently serves on the board of Church Mutual Insurance Company and Trustmark Mutual Holding Company. In addition, she serves on the boards of the Northwestern Memorial Foundation,Medical Group, where she chairs the investment committee, and serves as a member of the audit committee 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 serves as the chair of the investment committee. She serves as chair of the board of Growing Community Media, a publisher of local community journalism. She is also a member of the Miami University Ohio Business Advisory CouncilFoundation board of trustees where she serves as the chair of the investment committee 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.William R. Hutchinson
Michael J. Haddad 
1994
20197556HutchinsonHaddad is Chairman of the Board. He has served as President of W. R. Hutchinson & Associates, Inc., an energy industry consulting company, since April 2001. Previously, he was Group Vice President, Mergers & Acquisitions, of BP Amoco p.l.c. from January 1999 to April 2001 and held the positions of Vice President – Financial Operations, Treasurer, Controller, and Vice President – Mergers, Acquisitions & Negotiations of Amoco Corporation, Chicago, Illinois, from 1981 until 1999. Mr. Hutchinson also serves as an independent director and Chairman of the Audit Committees of approximately 27 closed-end mutual funds in the Legg Mason mutual fund complex.Mr. Hutchinson's qualifications to serve as ChairmanChair of the Board of Directors of Schreiber Foods, Inc., an employee-owned, international dairy company headquartered in Green Bay, Wisconsin, since October 1, 2019. He served as President and Chief Executive Officer of Schreiber Foods, Inc. from 2009 to 2019, having served in a number of positions of increasing responsibility with the company since 1995. Mr. Haddad is also a member of the Board of Directors of Bellin Health Systems, the Board of Directors of the Green Bay Packers, Inc. and the Board of Directors of the Innovation Center for US Dairy and the Board of Directors of the John and Ingrid Meng Family Foundation.Corporate DevelopmentAudit Committee and of the Trust Committee include executive level responsibility for the financial operationshis extensive experience as a CEO and board member of a large publicly tradedglobal food company with annual revenues over $5 billion, and significant mergershis long-standing familiarity with the markets in which Associated is headquartered and acquisitions experience. Althoughserves. Mr. Hutchinson is not currently serving on Associated's Audit Committee, heHaddad also meets the requirements of an audit committee financial expert.Robert A. Jeffe
Andrew J. Harmening
Robert A. Jeffe 
6772Capital'sCapital’s board of directors. Effective October 2017, Mr. Jeffe was elected as a Director of OAG Analytics, Inc., which has a web based software platform that provides, through machine learning, optimization advice for drilling and field development for energy exploration and production companies.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;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 is also Chairman and Founder of the Central American Healthcare Initiative.Mr. Jeffe'sJeffe’s qualifications to serve as a director of Associated and memberchair of the Audit Committee and a member of the Corporate Development Committee and the Enterprise Risk Committee include his extensive investment banking and corporate finance experience, as well as his leadership roles at several large financial institutions and energy companies and his Board positions at these energy firms. Mr. Jeffe also meets the requirements of an audit committee financial expert.Eileen A. Kamerick
Eileen A. Kamerick 
5964Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Previously, from March 2014 until January 2015, she was Senior Advisor to the CEO and Executive Vice President and CFO 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, and as Senior Vice President, Chief Financial Officer and Chief Legal Officer of Tecta America Corporation, the largest commercial roofing company in the United States. Prior to joining Tecta America Corporation, she served as Executive Vice President and Chief Financial Officer of BearingPoint, Inc., a management and technology consulting firm from May 2008 to June 2008. BearingPoint, Inc. filed for reorganization under Chapter 11 of the US Bankruptcy code on February 18, 2009. Ms. Kamerick has also served as Chief Financial Officer at several leading companies, includingHoulihan Lokey, Heidrick & Struggles International, Inc.;, Leo Burnett;Burnett, and BP Amoco Americas. She also currently serves on the board of directors of Hochschild Mining, plc (LON:HOC) and, serves as an independent director for VALIC Company I, is an independent director of approximately 2718 closed-end mutual funds in the Legg Mason mutual fund complex. She also currentlycomplex, and serves as Independent Trusteeindependent director for bothACV Auctions (NASDAQ:ACVA). She will not stand for re-election to the Hochschild Mining, plc board in May 2023. She previously was a trustee for the 24 AIG Funds and Anchor Series Trust. She previously served on the Board of Directors of Westell Technologies, Inc. (NASDAQ: WSTL). SheTrust Funds from January 2018 until December 2021. Ms. Kamerick has formal training in law, finance, and accounting.
Ms. Kamerick'sKamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance and Social Responsibility Committee and member of the Compensation and Benefits Committee and the Corporate Development Committee include her executive level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification. In addition, Ms. Kamerick has earned the CERT, Certificate in Cybersecurity Oversight. In 2022, Ms. Kamerick also attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick was recognized as an NACD Directorship 100 honoree. 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
Gale E. Klappa
6772Mr. Klappa is the Chairman and Chief Executive OfficerChairman of WEC Energy Group (NYSE: WEC) of Milwaukee, Wisconsin, one of the nation'snation’s premier energy companies. Mr. Klappa had previously retired aswas Chairman and Chief Executive Officer of WEC Energy Group infrom October 2017 until February 2019, and served as non-executive Chairman from May 2016 and was non-executive Chairman until October 10, 2017 when the Board of Directors2017. Mr. Klappa served as Chairman and Chief Executive Officer of WEC Energy Group appointed Mr. Klappa Chief Executive Officer.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 previously served as director of Joy Global Inc. (NYSE: JOY) from 2006 until April 2017 when Joy Global Inc. was acquired by Komatsu Mining Corp. 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.Klappa'sKlappa also served on the board of directors of Joy Global Inc. from 2006 until the company was acquired in 2017.
Mr. Klappa’s qualifications to serve as a director of Associated, and as a memberchair of the Audit Committee and Compensation and Benefits Committee, and member of the Corporate Governance and Social Responsibility Committee include his more than 40 years of management experience in large publicly traded companies, including over 25 years at a senior executive level, and his recognized leadership in the economic development of southeastern Wisconsin. Mr. Klappa also meets the requirements of an audit committee financial expert.Richard T. Lommen
Director since 2004Age: 73Mr. Lommen is Chairman of the Board of Courtesy Corporation, a McDonald'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.Mr. Lommen'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 
4853Baird'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, chair of the Enterprise Risk Committee and member of the Corporate Governance and Social Responsibility Committee and Corporate Development Committee and Enterprise Risk Committee include his strong business background and legal experience.Karen T. van Lith 
5863Ms. van Lith is currently a contractorfounder and CEO of APEL Worldwide, LLC, an eCommerce investor. Prior to 2019, Ms. van Lith provided leadership for technology companies requiring transformative leadership as they go through start-up, rapid growth, mergers and acquisitions or business model changes. From June 2011 until June 2012, shechange. She served as Chief Executive Officer and a director of MakeMusic, Inc., a company that develops and markets music educationpublicly held technology solutions company and was publicly traded until April 2013. Ms. van Lith also serves as a director of E.A. Sween, a privately-held company doing business as Deli Express, since August 2012. Until June 2011, she ran an internet-marketing services company through Beckwith Crowe, LLC. Ms. van Lith was President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems to corporations and government agencies, based in Eden Prairie, Minnesota, until its sale to Concur Technologies in October 2007. She held various other positions of increasing authority with Gelco since 1999.systems. Ms. van Lith servedLith’s board experience includes serving as a director of publicly-tradedE.A. Sween, a privately held company doing business as Deli Express, from August 2012 to December 2019, a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry from 2010 until its sale to 2014.
Ms. van 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 asand experience in small business start-ups.financial roles of large publicly held companies. She was a CPA, has practiced with an international public accounting firm and has served in various executive capacities. Although Ms. van Lith is not currently serving on Associated's Audit Committee, sheShe also meets the requirements of an audit committee financial expert.John (Jay) B. Williams 
6671Mr. Williams is Chairman of the Board. He joined the Board of Directors in July 2011 following a 37-year career in banking. He is also past President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Mr. Williams'Williams’ banking career included experience with retail, commercial, private client, operations and technology along with mergers and acquisitions. He is the Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions, on the board of the Medical College of Wisconsin and on the Boardboard of Directorsdirectors of Northwestern Mutual Wealth Management, a subsidiary of Northwestern Mutual,Mutual.
Mr. Williams is a member of the Medical College of Wisconsin, St. Norbert College, and the Milwaukee Public Museum.Williams'Williams’ qualifications to serve as a directorChairman 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 having earned NACD Director Certification, his certificationstatus as a NACD Board Leadership Fellow. In addition, Mr. Williams hasFellow and having earned the CERTa NACD Certificate in Cybersecurity Oversight.DIRECTOR QUALIFICATIONS Associated'sAssociated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with variousa variety of 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 and Social Responsibility 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 and Social Responsibility Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance and Social Responsibility Committee also takes into account the ability of a director to devote themultiple culturesdiversity and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual'sindividual’s ability to ask difficult questions and, simultaneously, to work collegially.Associated'sAssociated’s management.BOARD DIVERSITY DIRECTOR SKILLS AND EXPERIENCE MATRIX 
RECOMMENDATION OF THE BOARD OF DIRECTORS "FOR"“FOR” the election of Mses. Greffin, Kamerick and van Lith and Messrs. Flynn, Bergstrom, Crowley, Gerken, Hutchinson,Haddad, Harmening, Jeffe, Klappa, Lommen, Nettles and Williams to the Board of Directors.AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE Associated's2017,2022, 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,Harmening, President and CEOChief Executive Officer (“CEO”) of Associated.Mr. FlynnHarmening is not independent because of his servicehe serves as an executive officer of Associated, and not because of any other transactions or relationships.BOARD COMMITTEES AND MEETING ATTENDANCE sevenfive meetings during 2017.2022. During 2017,2022, each director who was a director for all of 20172022 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.2017.2022. 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 atat "Investor“Investor Relations," "Governance” “Governance Documents." We” Associated will describe on ourits 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 20172022 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.March 1, 2018February 15, 2023 and the number of meetings held by each committee during 2017.2022.Name Audit Compensation
and BenefitsCorporate
DevelopmentCorporate
Governance and Social ResponsibilityEnterprise
RiskTrust √ √ Judith P. Greffin √ √ √ √ Andrew J. Harmening* chair chair √ √ √ √ chair chair √ Cory L. Nettles √ √ chair √ chair √ Number of Meetings 11 6 0 5 10 4 
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 results of the audit engagement, reviews the scope and results of procedures for internal auditing, reviews and approves the general nature of audit services by the independent registered public accounting firm, and reviews quarterly and annual financial statements issued by Associated. The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm, subject to ratification by the shareholders at the Annual Meeting. Both the internal auditors and the independent registered accounting firm meet periodically with the Audit Committee and have access to the Audit Committee at any time. In addition, the Audit Committee oversees management'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's Chief Executive Officer (the "CEO")Associated’s 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 and Social Responsibility 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 and Social Responsibility 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's and by-laws require the separation of the positions of Chairman of the Board and CEO. Currently, Mr. HutchinsonWilliams serves as Chairman of the Board and Mr. FlynnHarmening serves as CEO. These positions have been separated since Mr. Flynn joined Associated in December 2009, at which time the Board determined that Mr. Hutchinson, Associated's former Lead Director, serving as Chairman would enhance the effectiveness of the Board. The Board also recognizedthat managing the Board in an increasingly complex economic and regulatory environment is a particularly time-intensive responsibility. Separating the roles allows Mr. FlynnHarmening to focusBOARD DIVERSITYDIRECTOR NOMINEE RECOMMENDATIONS Committee considers attributes of diversity as outlined in the Corporate Governance Committee Charter when considering director nominees. While these attributes are considered on an ongoing basis, they are particularly considered in the recruitment and deliberation regarding prospective director nominees. The Corporate Governance Committee Charter outlines desired diversity characteristics for Board member experience and competencies. The Corporate Governance Committee believes that Associated'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" perspectives of the Board members are key factors in contributing to our success. The following diversity principles have been adopted:•The number of directors should be maintained at 10 to 14 persons with the flexibility to expand, if required, to support acquisitions or mergers.•Geographic diversity, as it relates to the markets Associated serves.•Industry representation, including a mix and balance of manufacturing, service, public and private company experience.•Multi-disciplinary expertise, including financial/ accounting expertise, sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing, and production expertise, educational institutions, and public service expertise.•Experience with technology, including cyber security, digital marketing and social media.•Racial, ethnic, and gender diversity.•A majority of the members of the Board will be "independent" directors as defined by applicable law, including the rules and regulations of the SEC and the rules of the NYSE.The Corporate Governance Committee periodically assesses the effectiveness of these diversity principles. In light of the current Board's representation of diverse industry, background, communities within Associated's markets, professional expertise and racial and gender diversity, the Corporate Governance Committee believes that Associated has effectively implemented these principles.DIRECTOR NOMINEE RECOMMENDATIONSThe Corporate GovernanceSocial Responsibility Committee will consider any nominee recommended by a shareholder as described in this section under the same criteria as any other potential nominee. The Corporate Governance and Social Responsibility Committee believes that a nominee recommended for a position on the Board must have an appropriate mix of experience, diverse perspectives, and skills. Qualifications for nomination as a director can be found in the Corporate Governance and Social Responsibility Committee Charter. At a minimum, the core competencies should include accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.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 the Record Date. February 15, 2023.holdings as of December 31, 2017.holdings.
Beneficial Ownership(1)
Class(2)The Vanguard Group, Inc.100 Vanguard BoulevardMalvern, PA 1935513,027,522(3)7.65%12,798,892(4)7.52%13.38%10.31% 10,762,233(5)6.32%7.19%9,545,630(6)5.61%5.95% 5.25%"beneficially owned"“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.170,199,951150,865,438 shares of common stock outstanding as of February 27, 2018.February 12, 2018, The Vanguard Group, Inc. ("Vanguard") has sole voting power with respect to 80,047 shares, shared voting power with respect to 16,526 shares, sole dispositive power with respect to 12,942,657 shares and shared dispositive power with respect to 84,865 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly owned subsidiary of Vanguard, are beneficial owners of 68,339 shares and 28,234 shares, respectively, as a result of serving as investment managers to their respective clients.(4)Based on an amended Schedule 13G filed on February 8, 2018,January 26, 2023, BlackRock, Inc. and certain affiliated entities have sole voting power with respect to 12,226,47119,595,643 shares and sole dispositive power with respect to 20,180,320 shares.12,786,59215,274,649 shares and shared dispositive power with respect to 12,300276,924 shares.aan amended Schedule 13G filed on February 9, 2018,14, 2023, Dimensional Fund Advisors LP ("DFA"(“DFA”) has sole voting power with respect to 10,527,56310,652,019 shares and sole dispositive power with respect to 10,762,23310,842,604 shares. DFA is a registered investment adviser to four mutual fundsinvestment companies and serves as investment manager or sub-adviser to various other clients (collectively, the "Funds"“Funds”). In these roles, DFA or its subsidiaries (collectively, "Dimensional"“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.an amendeda Schedule 13G filed on February 13, 2018,9, 2023, FMR LLC and certain affiliated entities and individualssubsidiaries have sole voting power with respect to 54,0708,975,029 shares and sole dispositive power with respect to 9,545,6308,982,818 shares.
(7) Based on a Schedule 13G filed on February 1, 2023, State Street Corporation and certain subsidiaries have shared voting power with respect to 7,529,527 shares and shared dispositive power with respect to 7,919,166 shares.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'sCommitteeLeadership Team (which is composed of colleagues that directly report to the Chief Executive Officer) and other key executives identified by the CEO, include: andofficer'sofficer’s annual base salary –- six times for Mr. Flynn andthe CEO, three times for each of the named executive officers, two times for all other executive officersleadership team members, and one times for the EVP, Chief Audit Executive, subject to the guidelines. For purposes of the guidelines, shares held by an executive officer include shares held directly, held in an executive officer'sthe Executives’ and Directors’ Deferred Compensation Plans, granted through annual equity awards, held in the 401(k) plan, shares represented by time-based RSUs, and shares purchased throughoutright. Shares subject to stock options and preferred shares are excluded; andEmployee Stock Purchase Plan, unvested shares of restricted stock and 25% of unvested restricted stock units ("RSUs").date on which they first were appointed an executive.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 equity grant awardedcash retainer payable to the directors.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 RSUsrestricted stock units (“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 for loans, with the exception, for directors only, of pledges already in place when the prohibition on pledging was adopted in 2012. All of the NEOs are in compliance with this policy. Where applicable, shares pledged as collateral will not be counted for purposes of compliance with the stock ownership guidelines.SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT the Record DateFebruary 15, 2023 concerning beneficial ownership of Common Stock, depositary shares and RSUs by each director, and each NEO, and by directors and executive officers as a group. TheCOMMON STOCKName of Beneficial Owner Amount and Nature of
Beneficial Ownership(1)Shares Issuable
Within 60 Days(2)Percent
of ClassDirectors Philip B. Flynn 1,258,486 633,649 * John F. Bergstrom 20,500 — * Michael T. Crowley, Jr. 884,931 — * R. Jay Gerken 2,000 — * Judith P. Greffin — — * William R. Hutchinson 67,333 — * Robert A. Jeffe — — * Eileen A. Kamerick — — * Gale E. Klappa — — * Richard T. Lommen 67,828 — * Cory L. Nettles — — * Karen T. van Lith 10,000 — * John (Jay) B. Williams 6,000 — * Named Executive Officers Christopher J. Del Moral-Niles 215,721 139,648 * Randall J. Erickson 167,961 87,714 * John A. Utz 155,448 107,445 * David Stein 220,501 134,913 * All Directors and Executive Officers as a group (27 persons) 3,619,348(3) 1,420,592 2.13% *Denotes percentage is less than 1%.(1)Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, by a corporate entity, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of the Record Date and vested and unvested service-based restricted stock.(2)Shares subject to options exercisable within 60 days of the Record Date.(3)Includes an aggregate of 15,032 shares that have been pledged by a director in securities brokerage accounts in compliance with Associated's Insider Trading Policy.RESTRICTED STOCK UNITSBeneficial OwnerNumber of RSUsDirectorsJohn F. Bergstrom31,958Michael T. Crowley, Jr.4,669R. Jay Gerken26,072Judith P. Greffin9,524William R. Hutchinson35,912Robert A. Jeffe31,958Eileen A. Kamerick31,958Gale E. Klappa15,480Richard T. Lommen31,958Cory L. Nettles30,987Karen T. van Lith31,958John (Jay) B. Williams31,958All Directors as a group314,392 COMMON STOCKName of Beneficial Owner Percent
of ClassDirectors Andrew J. Harmening 282,544 — * R. Jay Gerken 2,000 — * Judith P. Greffin — — — Michael J. Haddad 3,662 — * Robert A. Jeffe — — — Eileen A. Kamerick 4,957 — * Gale E. Klappa — — — Cory L. Nettles — — — Karen T. van Lith 15,008 — * John (Jay) B. Williams 21,907 — * Named Executive Officers Derek S. Meyer 43,685 — * 84,324 — * John A. Utz 329,059 225,929 * Randall J. Erickson 369,430 230,458 * David L. Stein 313,097 182,792 * All Directors and Executive Officers as a group (24
persons)2,251,652 1,163,957 1.49% Beneficial OwnerNumber of RSUsNamed Executive OfficersPhilip B. Flynn191,671Christopher J. Del Moral-Niles45,308Randall J. Erickson42,320John A. Utz39,101David Stein30,283All Executive Officers as a group (15 persons)525,880 Each RSU represents the contingent right to receive one share of Common Stock. For the non-employee directors, the RSUs vest 100% on the fourth anniversary of the grant date. For executive officers, RSUs are subject to performance-based and/or time-based vesting criteria as set forth in the applicable RSU award agreement.DEPOSITARY SHARES OF PREFERRED STOCKThe following table provides information concerning beneficial ownership of depositary shares. Each depositary share represents a 1/40th ownership interest in a share of Associated's 6.125% Non-Cumulative Perpetual Preferred Stock, Series C (the "Series C Preferred Stock") or Associated's 5.375% Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D Preferred Stock"), as indicatedin the table. Each of the Series C Preferred Stock and the Series D Preferred Stock has a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Holders of depositary shares are entitled to all proportional rights and preferences of the Series C Preferred Stock or Series D Preferred Stock, as applicable (including dividend, voting, redemption and liquidation rights). Amount and Nature of Beneficial
Ownership(1) Percent of Class Series C
Preferred StockSeries D
Preferred StockSeries C
Preferred StockSeries D
Preferred StockDirectors Philip B. Flynn 40,000 — 1.54% * John F. Bergstrom — 40,000 * 1.00% Michael T. Crowley, Jr. — — * * R. Jay Gerken 4,000 — * * Judith P. Greffin — — * * William R. Hutchinson — — * * Robert A. Jeffe — 60,000 * 1.5% Eileen A. Kamerick — — * * Gale E. Klappa — 4,000 * * Richard T. Lommen — — * * Cory L. Nettles — — * * Karen T. van Lith — — * * John (Jay) B. Williams — — * * Named Executive Officers Christopher J. Del Moral-Niles — — * * Randall J. Erickson — — * * John A. Utz — — * * David Stein 1,000 2,000 * * All Directors and Executive Officers as a group (27 persons) 45,000 106,000 1.73% 2.65% Table(2) Shares subject to options exercisable within 60 days of ContentsRESTRICTED STOCK UNITS Beneficial Owner Number of RSUs Directors Andrew J. Harmening 458,091 R. Jay Gerken 36,638 Judith P. Greffin 16,867 Michael J. Haddad 5,499 Robert A. Jeffe 43,669 Eileen A. Kamerick 43,669 Gale E. Klappa 23,983 Cory L. Nettles 42,505 Karen T. van Lith 43,669 John (Jay) B. Williams 43,669 All Non-Employee Directors as a group 300,168 Beneficial Owner Number of RSUs Named Executive Officers Derek S. Meyer 87,126 — John A. Utz 72,119 Randall J. Erickson 63,601 David L. Stein 65,088 All Executive Officers as a group (15 persons) 1,082,620 DEPOSITARY SHARES OF PREFERRED STOCK Name of Beneficial Owner Percent of Class Series E Preferred Stock Series F Preferred Stock Series E Preferred Stock Series F Preferred Stock Directors Andrew J. Harmening — — — — R. Jay Gerken — 2,000 — * Judith P. Greffin — — — — Michael J. Haddad — 2,000 — * Robert A. Jeffe — — — — Eileen A. Kamerick — — — — Gale E. Klappa 2,000 2,000 * * Cory L. Nettles — — — — Karen T. van Lith — — — — John (Jay) B. Williams — — — — Named Executive Officers Derek S. Meyer — — — — — — — — John A. Utz — — — — Randall J. Erickson — — — — David L. Stein 4,000 — * — 6,000 6,000 * * OWNERSHIP IN DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLANDirectors'Directors’ Deferred Compensation Plan with the balances in phantom stock as of the Record DateFebruary 15, 2023 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 44.52. Account Balance at
the Record DateEquivalent Number
of Shares of
Common Stock(1)Beneficial Owner $ 173,471 6,925 — — — — R. Jay Gerken $615,164 25,441 — — Judith P. Greffin 615,164 25,441 559,492 22,335 Michael J. Haddad Michael J. Haddad 801,011 33,127 449,698 17,952 Robert A. Jeffe 1,382,492 57,175 570,839 22,788 Eileen A. Kamerick 659,413 27,271 — — Gale E. Klappa 615,164 25,441 1,833,961 73,212 — — Cory L. Nettles 672,954 27,831 520,138 20,764 Karen T. van Lith 600,849 24,849 94,288 3,764 John (Jay) B. Williams 108,907 4,504 $ 4,201,887 167,740 All Directors as a group $6,071,118 251,080
as of February 15, 2023.$25.05$24.18 of the Common Stock on the Record Date.BANC-CORP'SBANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATIONAssociated'splays a key rolefor our NEOs and our executive compensation philosophy, policies and practices as described in Associated's abilitythis Proxy Statement. The non-binding resolution approving our executive compensation program was approved by approximately 95% of the shareholders present or represented by proxy at our 2022 Annual Meeting of Shareholders.motivate the highest quality executive team.reward highly qualified and talented executives who will enable us to execute on our strategic priorities, perform better than our competitors and drive long-term shareholder value. The principal objectivesunderlying core principles of Associated'sour executive compensation program are to target executive compensation within competitive market ranges, reward performance, and(i) align executive incentive compensation with long-term shareholder value creation, (ii) provide target executive compensation within competitive market levels, and (iii) reward performance, without incentingincentivizing unnecessary or excessive risk. As discussed in the Compensation Discussion and Analysis, which begins on page 21, 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:•Target total compensation for Associated's Named Executive Officers at market-competitive levels,risk, while maintaining an overall compensation program that is aligned with and reflects the performance of Associated;each of Associated's Named Executive Officer's targettotal executive compensation is variable;Variable pay opportunities are more heavily weighted towardperformance and delivered through equity-based incentives;•Equityincentive compensation awards are granted in the form of Associated shares of stock.options, RSUsunits (75% of awards) and performance-based RSUs, which are directly alignedtime-based restricted stock units (25% of awards) to align with shareholder value;Stock Ownership requirements,includeincludes both a salary multiple and post vesta post-vesting holding period.place for all Executive Committee members;•Noneour change of Associated's Named Executive Officers are entitled to receive gross-upcontrol severance compensation plan, or COC Plan.liabilities; andOnlyperquisites are available to Associated's Named Executive Officers.Shareholders are encouraged to carefully review the "Executive Compensation" section of this Proxy Statement in its entirety for a detailed discussion of Associated's executiveperquisites.program.Asconsultant.Named Executive OfficersNEOs as disclosed pursuant tounder Item 402 of Regulation S-K through the following resolution:"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."uponon the Board of Directors. However, the Compensation and Benefits Committee will take into accountconsider the outcome of the vote when consideringcontemplating future executive compensation arrangements.RECOMMENDATION OF THE BOARD OF DIRECTORS "FOR"“FOR” the advisory approval of Associated Banc-Corp's Named Executive OfficerBanc-Corp’s NEO 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 isare voted "FOR"“FOR” this Proposal 2, it will pass. Unless otherwise directed, all proxies will be voted "FOR"“FOR” Proposal 2.EXECUTIVE COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSISCD&A DIRECTORY21ECONOMIC AND SOCIAL IMPACT (1) Community service time in dollars is calculated by using the Independent Sector national volunteer hour rate as of April 2022. DIVERSITY, EQUITY & INCLUSION Approximately 45% of colleagues participate in Colleague Resource Groups 86% of colleagues feel Associated values diversity and inclusion LETTER TO SHAREHOLDERS CD&A DIRECTORY Associated'sOur executive compensation program is overseen bydesigned to be significantly performance-based and aligned with shareholder objectives. We maintain an executive compensation program that allows us to attract, retain, motivate and reward highly qualified and talented executives who will enable us to execute on our strategic priorities, out perform our competitors and drive long-term shareholder value."Committee"“Committee”) for fiscal year 2022. While the principles and intended to provide a balanced program that rewards corporate, business area, and individual results that support Associated's mission, with a focus on performance-based compensation. The program's strong pay-for-performance alignment is an important partobjectives of Associated's continuing commitment to enhancing long-term shareholder value. This summary highlights our 2017 financial performance, the elements of the executive compensation program extend to our entire Executive Leadership Team (“ELT”), this CD&A primarily covers the compensation provided to our Named Executive Officers (“NEOs”) identified in the table below.key changesnarrative discussion as they provide information and context to the program in 2017.2017compensation and disclosures.Named Executive Officer Title Andrew J. Harmening President and Chief Executive Officer (“CEO”) Executive Vice President, Chief Financial Officer Executive Vice President, Chief Financial Officer, Retired 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 and Madison Market President Performance2017 was another strong year for Associated. Associated continues to maintain a healthy balance sheet with strong capitalOfficer.liquidity levels. Associated is committed to making investments to expand services, develop new products and services, and drives new business. As evidence of Associated's commitment to growth, Associated entered into a definitive agreement of merger with Bank Mutual Corporation in 2017, which closedretired as an employee on FebruarySeptember 1, 2018. With this acquisition, Associated will be able to expand its client base and generate new business.Reflecting another year of growth, Associated reported GAAP earnings per common share ("EPS") of $1.42 and Return on Common Equity Tier 1 ("ROCET1") of 10.4%. 2017 EPS included $15 million, or $0.10 per common share, of expenses related to the recently enacted Tax Cuts and Jobs Act of 2017 (the "Tax Act"). Adjusting for this one-time tax event, the Tax Act adjusted EPS was $1.52 and the Tax Act adjusted ROCET1 was 11.1%. See page 43 for a reconciliation of Tax Act adjusted EPS and ROCET1 to the GAAP equivalents.Consistent with Associated's focus on delivering increased value and returning capital to its shareholders, dividends per common share increased 11% in 2017 to $0.50. In addition, Associated repurchased 1.6 million of Common Stock, which did not have a material impact on EPS.Associated also continued to grow its balance sheet with average loans increasing 5% year-over-year to $20.6 billion. In addition, average deposits of $21.9 billion for 2017 increased 4% from 2016.These results reflect the continuing commitment of colleagues and executive officers throughout Associated to serving the needs of Associated's customers and enhancing long-term shareholder value.Common Equity Tier 1, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of Associated'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's capital position. 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 follow 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 2017 Form 10-K for a reconciliation of Common Equity Tier 1.
ELEMENTS OF ASSOCIATED'S EXECUTIVE COMPENSATION PROGRAM2022 Financial Highlights Net Income After Tax (NIAT) Revenue Before Long-Term Credit Charge Operating Leverage 12% Loans | Deposits Dividends Per Common Share $0.81 
NEO 2022 Total Target Direct Compensation Andrew J. Harmening $ 1,000,000 $ 1,500,000 $ 2,500,000 $ 5,000,000 $ 490,000 $ 367,500 $ 539,000 $ 1,396,500 $ 505,000 $ 378,750 $ — $ 883,750 John A. Utz $ 490,000 $ 367,500 $ 539,000 $ 1,396,500 Randall J. Erickson $ 480,000 $ 336,000 $ 480,000 $ 1,296,000 David L. Stein $ 435,000 $ 326,250 $ 478,500 $ 1,239,750 
What We Don’t Do: 
X X X X X X 
TableContentsShareholder Outreach and Responseour opportunities to 2017 Advisory Vote on NEO CompensationAssociated's 2017 advisory shareholderreceive feedback from shareholders regarding our executive compensation program. At our 2022 Annual Meeting of Shareholders, our shareholders had the opportunity to vote on NEO compensation once again indicated shareholder support for the program, with over 81%an advisory say-on-pay proposal and 95% of the votes cast were in favor of such proposal. Similarly, during our 2021 Annual Meeting of Shareholders, more than 94% of votes cast were in support of our executive compensation program. The Committee believes that such results have affirmed shareholder support of our revised approach to executive compensation. As a result, the Committee only made minor refinements to our executive compensation program in 2022. We remain committed to promoting ongoing dialogue via our shareholder outreach program so we can provide our shareholders with a forum to raise questions or voice any concerns.On an annual basis, the Company is in direct dialogue with between 50 and 100Each fall we reach out to our top institutional investors through regular attendance at industry conferences and invitation only investor events. This includes regular direct private one-on-one dialogues with mostwho hold a significant percentage of our outstanding shares. During the Company's top 20 shareholders. In addition, management engages with investors through conference calls tosession we discuss Company results, performance relative to industry trends, peer metrics, compensation plans, talent acquisition and development programs, environmental, social and governance matters,risks and initiatives, and the Company'sCompany’s strategic direction. During 2017, management engaged in additional specific outreachWe believe that by maintaining an open and transparent relationship with twoour shareholders with respectand listening to itstheir feedback and concerns represents best practices. The feedback we received from shareholders this year was positive, and no concerns were raised. Overall, the shareholders we met were approving of our current executive compensation practices to gainprogram. Below is a summary of our recent shareholder engagements and an understandingoverview of shareholder views on the Committee's decisionsour engagement process.Term Number of Investors Invited Percent Outstanding Shares Invitations Accepted Spring 2020 20 51% 6 Fall 2020 23 53% 11 Fall 2021 15 51% 3 Fall 2022 30 63% 2 
OVERVIEW OF COMPENSATION METHODOLOGY clarification on the use of common publicly reported metrics that align the performance planseach ELT member with shareholder interest. There were no specific concerns raised during any of our shareholder meetings. The Committee will continue to take into consideration input from Associated's shareholders.Key Changes in Executive Compensation Programs in 2017At the beginning of 2017, after reviewing thea competitive pay data provided by its independentcompensation consultant, the Committee decided to make no material changes to the target compensation levels for our NEOs. As part of this process, the Committee evaluates the market competitiveness of compensation for each of our executive officers in order to guide target compensation decisions for the coming year. With the assistance of its independent compensation consultant, the Committee reviews the compensation of our executive officers against that of the Company's compensation peer group, as well as the financial services industry in general.Associated's shareholders approved the 2017 Incentive Compensation Plan (the "2017 Plan") at the April 2017 shareholder meeting. As described in more detail below, the 2017 Plan provides for a variety of equity and cash-related compensation, including stock options, restricted stock, RSUs, performance-based awards, and other awards. With the adoption of the 2017 Plan, the Committee continues to provide•Providing a balanced program that rewards individual actions and behaviors that support Associated's mission, business strategies and performance-based culture without incentivizing unnecessary and/or excessive risk-taking. Additionally, the Committee terminated the Change in Control Plan in October of 2017 and, as stated further below, replaced with more updated Change in Control Agreements, effective January 1, 2018.Philosophy and ObjectivesAssociated's executive compensation program is designed to provide each executive officer of Associated with a competitive total compensation package aligned with several goals, including:•providing a balanced program that rewards individual actions and behaviors that support Associated'sAssociated’s mission, business strategies and performance-based culture without incentivizing unnecessary and/or excessive risk-taking;targetingprovidingProviding a competitive mix of short-term and long-term variable compensation; andattracting,motivating skilled, high-quality executive officers.executive compensation program drive the methodology the Committee uses to establish total target compensation for NEOs. For 2017, as in the past, the Committee targeted2022 Executive Compensation Program by targeting total compensation for the NEOs and other executive officers toELT members at approximate median levels for executives with comparable responsibilities at financial institutions of comparable asset size, with additional consideration givensize. In addition to individual factors based oncompensation levels, the Committee considers Associated’s financial performance evaluations. Peerrelative 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 becauseexecutive officers. In additionexecutives. Consideration is also given to compensation levels, the Committee considers Associated's financialindividual factors based on performance relative to its peers as part of the determination of total compensation opportunities. The total compensation of each of the NEOs was generally within the targeted median range relative to peer companies and reflects both company and individual performance. Whereevaluations. If 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 our experienced, high-performing executive officers. Conversely, Associated may target compensation below median market levels for newly promoted executives.ELT members. The allocation of the various components of the NEOs'NEOs’ total compensation package is described below in the "Components“Key Components of Total Executive Compensation for 2017"2022” section beginning on page 26.TheAssociated's independentour compensation consultant, Pay Governance, reviewedreviews and assesses the 2016peer group. After a comprehensive review, the Committee approved the 2022 peer group, and made certain changes to the peer group for 2017. The peer group was updated to reflect certain changes in comparable financial institutions, including acquisitions, etc., that the Committee determined, with the inputwhich consisted of Pay Governance, required revision. The updated 2017 peer group consisted of20 bank holding companies that the Committee and Pay Governancecompensation consultant believe are appropriate for comparison purposes in terms of size (based on total assets) and business composition. The peer group consisted of companies ranging in asset size from approximately $21.4 billion to approximately $73.0 billion that were engagedcomposition (engaged in lines of business similar to Associated.) Our peer group selection process considers the following:$30.2$36.7 billion, compared to Associated'sAssociated’s assets of $29.1$35.1 billion, as of December 31, 2016. 2021.
2022 Peer GroupBankUnited, Inc.
Fulton Financial Corporation
UMB Financial Corporation
BOK Financial Corporation
Hancock Whitney CorpFirst HorizonUmpqua Holdings CorporationCommerce Bancshares, Inc. Old National CorporationBancorp
Valley National BancorpComerica IncorporatedPeople's United FinancialWebster Financial CorporationCommerce Bancshares, Inc.Prosperity BancsharesWintrust Financial Corporation
Cullen/Frost Bankers, Inc.
Pinnacle Financial Partners, Inc.SVBWebster Financial GroupZions BancorporationCorporation
East West Bancorp, Inc.
Prosperity Bancshares
Wintrust Financial CorporationF.N.B Corporation Sterling Bancorp Zions Bancorporation Synovus Financial Corp.CorporationFirst Citizens BancShares Inc.TCF Financial Corporationwasis 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 broaderadditional market context. Pay GovernanceThe compensation consultant analyzed compensation data from the McLagan and Willis Towers Watson 2017 Executive Financial Services Surveyexecutive financial services surveys, each of approximately 186 participants, includingwhich included members of theAssociated’s peer group.group, and peer company public filings. In analyzing the data, Pay Governancecompensation, particularly for staff positions. Whencompensation.provided by Pay Governance that compared each executive officer'sexecutive’s base salary and total compensation to the 25th, 50th and 75th percentiles of these market reference points.Role of Independent Compensation ConsultantThe Committee has engaged Pay Governance LLC since 2010 to advise on a variety of matters relating to For 2022, target opportunities for the executive compensation program. Pay Governance reports directly to the Committee and provides no other services to Associated. The Committee has established procedures that it considers sufficient to ensure that the compensation consultant's advice to the Committee remains objective and is not influenced by Associated's management, including:•a direct reporting relationship of the compensation consultant to the Committee;•a provision in the Committee's engagement letter with Pay Governance specifying the nature of the workManagement Incentive Plan (MIP) continued to be conductedset at a consistent percentage of base salary considering the market median for each NEO. The approach aligns with market practice and the role that management may play in that work; and•an annual update to the Committee on the compensation consultant's financial relationship with Associated, including a summary of the work performed for Associated during the preceding 12 months.Pay Governance performed a competitive analysis of Associated'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's assessment of competitive compensation levels, as further described below. Management also engaged McLagan to assist with developing the CEO Pay Ratio (provided on page 42).Role of ManagementAs part of the annual compensation review process, the CEO and the 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 makes recommendations to the Committee with respect to the compensation of NEOs, other than himself, and the Committee with advice from Pay Governance, determines CEO compensation in executive session without the CEO present.Role of the CommitteeThe purpose of the Committee is to assist the Board of Directors in fulfilling its responsibility to oversee all of Associated's executive compensation. The Committee works closely with Pay Governance to make program decisions about, and set the framework for, Associated's executive compensation program. Among other things, the Committee's responsibilities include:•establishing and approving compensation and benefit policies;•approving the amount and form of compensation for Associated's executives and non-management directors; and•issuing an annual report on executive and CEO compensation for inclusion in Associated's annual proxy statement or Form 10-K.KEY COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 20172022Associated uses the following compensation elements as part of itsprogram:Compensation ElementDescriptionObjectives TYPE COMPONENT PURPOSE KEY FEATURES Variable Compensation Short-Term Incentive Awards Long-Term Incentive Awards Fixed
CompensationBase Salary Fixed cash amount based on peermarket comparison and individual performance.responsibilities of the position highly skilled individuals. exceptional talent capable of performing in a growth environment Management Incentive PlanAnnual cash opportunityoverall companyeach executive’s role, scope, complexity, individual performance and individual performance.Align participant compensation with annual results by:•Providing incentives for participants (including the NEOs) to achieve or exceed corporate business unit and individual goals; •Rewarding individual and team performance at a level that reflects changes in shareholder value;Maintaining an overall executive compensation program that reflects Associated's performance, is competitive with the marketplace, and does not incent unnecessary risk; and •Motivating and retaining talented individuals. Long-Term Equity Incentive CompensationLong-term awards, including: •Provide equity incentive for achieving certain specified long-term business goals; •Performance RSUs, which are vested based on three-year company performance; •Reward participants for increasing Associated's shareholder value;•Align executive interests and compensation with long-term shareholder results; and •Time-based RSUs vesting over a four-year period; and •Serve as a retention tool for key executives. •Time-based stock options vesting over a four-year period. PerquisitesPerquisites in 2017 were limited to executive physical examinations, retirement planning and payment of social club dues.Small component of pay intended to promote executive well-being and efficiency and, in the case of payment of social club dues, aid executives in facilitating Associated's business interests. market trendsfocuses on determiningcontinually monitors the appropriate total compensation of the CEO and other ELT members against Associated’s pay philosophy and leverages research by the compensation consultant in determining appropriate levels for each NEO, and utilizesof compensation. The Committee uses input from Mr. Flynn (CEO)the CEO in these decisions. setting the compensation of the ELT members and his assessment of executive performance against financial and budgetary goal achievement, significant business line project and objective success, and other individual performance objectives in determining pay outcomes.(performance-based) elements. The variable elements(primarily performance-based) components and include both annualshort- and long-term compensation. TheCommittee's Committee’s objective is to deliver the majority of executive compensation through variable pay opportunities that are based on Associated'sAssociated’s performance.The Committee continually monitors the total compensation of NEOs against Associated's pay philosophy and leverages research by Pay Governance in determining appropriate levels of compensation forNEOs. For 2017,2022, variable elements continued to constitute the majority of the CEO’s and each NEO'sNEO’s total compensation, andwith long-term, equity-based incentives composedrepresenting the majority of the variable component of each NEO's compensation. With input from Pay Governance, the Committee assessed the competitiveness of Associated's executive compensation levels using multiple market references, including peer groups and industry data. In reviewing NEO compensation, the Committee determined the following with respect to Associated's competitive positioning:•Base salaries for NEOs are generally at or somewhat below median levels;•Associated's incentive plan payouts, which are based on Associated's performance versus short term and long term EPS, ROCET1 and Total Shareholder Return ("TSR") targets, are below median levels;•Associated's total cash compensation (salary plus cash incentive) is generally below median levels due to generally conservative salaries and below-market cash incentives;•Due to Associated'sThis pay philosophy that emphasizes equity over cash compensation, Associated's long-term incentive opportunities are modestly above the competitive 50th percentile; and•As a result, the Committee believes that total direct compensation (sum of total cash and long-term incentive opportunities) is close to median market levels and continues to be sufficient to attract and retain qualified leadership. Additionally, Associated's mix of compensation provides a more direct link between executive compensation and shareholder value, fosters equity ownership among executive officers,the ELT, and provides a balanced risk profile, all in keeping with the Committee'sCommittee’s objectives for the Company'sCompany’s executive compensation program.chartstable below illustratecontains specific information regarding the mix of variable (Annual Cash Incentives, Stock Awards and Option Awards) and fixed (Salary) components of the 2017 totaleach NEO’s 2022 target direct compensation awarded to the CEO and the averagepercentage change from the prior year target value of each component.Base Salary %
ChangeShort-Term Incentive Target $ %
ChangeLong-Term Incentive Target $ %
ChangeAndrew J. Harmening $ 1,000,000 — $ 1,500,000 — $ 2,500,000 — $ 490,000 N/A $ 367,500 N/A $ 539,000 N/A $ 505,000 — $ 378,750 — $ — (100)% John A. Utz $ 490,000 3.2% $ 367,500 3.2% $ 539,000 3.2% $ 480,000 2.1% $ 336,000 10.0% $ 480,000 2.1% David L. Stein $ 435,000 2.4% $ 326,250 2.4% $ 478,500 2.4% mixannual target amount and excludes the One-Time New Hire Sign-On Equity Award. Details of variable and fixed components of the total compensation awarded to all other NEOs, each as presentedwhich can be located in the Summary Compensation Tablesection titled “Mr. Meyer’s 2022 One-Time New Hire Sign-On Equity Award” on page 36.35.
CEONEOSHORT-TERM INCENTIVE COMPENSATIONANNUAL TOTAL COMPENSATIONCommittee'sCommittee’s intention is to pay NEOsELT base salaries that are competitive and approximate the midpointmedian of the marketour peer group as well as survey data provided by Pay Governance,from other sources (e.g. McLagan and Willis Towers Watson), 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.In keeping with Effective December 1, 2022, the Committee's focus on delivering the majority of executive compensation through variable opportunities that areCommittee approved pay increases for Mr. Utz (3.2% increase), Mr. Erickson (2.1% increase) and Mr. Stein (2.4% increase) based on Associated's performance, one NEO received a market increase to base salary for 2017. Base salaries for the remaining NEOs were determined to be within the targeted market median range.Annual Cashrange of our peer group for their respective role and to reward each of them for their outstanding 2022 performance.Associated's cash incentive program, is referred to as the Management Incentive Plan ("MIP"). Participants in(MIP), was established to pay incentive compensation, other than sales incentives, and is funded based on the success of the Company. Each year, the Committee establishes performance criteria and target performance levels to determine the target pool available under the MIP include the NEOs and other members of the Executive Committee, as well as a large number of other colleagues. Participants are provided the opportunity to receive an annual cash incentive payment from a corporate pool, the total amount of which is determined based upon Associated's achievement of objective financial criteria selected by the Committee, but is limited by the annual individual maximumfor eligible colleagues as set forth under the terms of the 2017shareholder approved 2020 Incentive Compensation Plan. The Committee selectstotal pool amount is determined based on Associated’s achievement of objective financial metrics selected by the performance criteria to be used for determining the amount of funds available in the corporate pool for awards underCommittee.performance year. The Committee bases its selection of performance goals on Associated's overall business objectives for a given year and, as a result, may select different performance criteria from year to year.In February 2017 the Committee established performance criteria and target performance levels for purposes of determining the targeted corporate pool out of which all awards under the 20172022 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 company performance and, for 2017, represented approximately 8.9% of Associated's pre-tax, pre-incentive profits. The actual funding amount for the corporate pool was higher than theactual corporate pool for 2016, as actual financial results exceeded the targeted metrics.The performance criteria established under the MIP for 2017 to fund the corporate pool were:•ROCET1, which the Committee believes is an important indicator of prudent capital stewardship, particularly in light of increasing industry and regulatory focus on capital measures; and•Fully dilutedEPS, which the Committee determined to be appropriate because EPS is commonly recognized as an important measure of profitability.Furthermore, the EPS and ROCET1 metrics were selected because they are both critical to the long-term success of the Company and are alignedalign with creating value for shareholders. Bothshareholders, reinforcing the priorities of income growth and expense management. The 2022 and 2021 MIP metrics are transparentsummarized in the below following table. (Note: The 2021 NIAT results include an approximate $70 million benefit from negative provision for credit losses that was not expected and are publicly available and when combined these metrics create a balance between profitability anddid not occur in 2022.)METRIC 2021 WEIGHT 2021 RESULTS 2022 WEIGHT RATIONALE METRIC DEFINITION Net Income After Tax
(NIAT)70% $351M 40% Represents profit after most expenses (e.g., business costs, provision for loan losses, taxes) have been deducted from revenue. NIAT is a GAAP measure included in the Company’s Annual Report on Form 10-K Income Statement. Revenue Before Long-Term Credit Charge
(Revenue Before LTCC)N/A $1,058M 30% Consists of Net Interest Income plus Noninterest income generated by Associated which can be found in the Income Statement. Operating Leverage N/A 3.5% 30% Year over year percentage change in total Revenue Before LTCC minus the percentage change in Total noninterest expense. A positive ratio shows that revenue is growing faster than expenses. Whereas a negative ratio indicates that expenses are accumulating faster than revenue. Fully Tax Equivalent Efficiency Ratio (“Efficiency Ratio”) 30% 64.5% N/A Noninterest expense (which included the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains/losses, net. quality of earnings, which is important to creating shareholder value and protecting the safety and soundness of the Company.For 2017, theMIP target corporate pool funding of 100% was based on a combination of two equally weighted performance criteria: (1) EPS targetedachieved at $1.37, which represented a 9% increase from 2016's actual results, and (2) ROCET1 in the targeted range of 10.0% to 11.0%. The amount of funding for the corporate pool would increase at each incremental $0.01 of EPS and each tier range of ROCET1, with ROCET1 to be interpolated based on the scale. In order to continue to incentivize continued company-wide growth, the Committee expects to continue each year to increase the MIP EPS target relative to the prior year's actual performance. The Committee determined that the EPS metric is still appropriate in both the 2017 MIP and its long-term incentive compensation program (See "Long Term Incentive Compensation") as Associated's goal is to not only grow shareholder earnings in the current year (1-year growth as used in the MIP) but also to sustain that growth in subsequent years, pursuant to Associated's long-term incentive compensation program (See "Long Term Incentive Compensation").The potential funding under the MIP ranged from 25% to 175% of the target amount.The graphic below demonstrates the corporate pool funding mechanism.
Once the amount of the corporate pool is determined, the funds are divided into discrete sub-pools, including an executive incentive pool, out of which individual awards are paid. Sub-pools are determined for individual revenue-producing business lines based on actual financial results. The amount of each individual award is determined by the accountable Executive Committee members or, in the case of the members of the Executive Committee, by the Committee based upon the recommendations of the CEO. At target performance by Associated, the target amount for each of the NEOs (i.e., the base amountused as a starting point for determining final payment amounts) was equal to the annual cash incentive payment each received under the MIP for 2016. This figure then increases or decreases in line with company performance. In the example, Mr. Flynn's cash incentive amount was determined by multiplying the 2016 actual cash incentive amount by the 2017 Company performance achievement. The committee has the ability to apply discretion based on a number of factors167% as outlined in the 2017 incentive plan butbelow chart. The chart below displays the schedule of metrics, goals and achievements toward goals, as determined by the calculated cash incentive award to be appropriate for 2017.
The following table sets forth the scale used for funding determinations under the MIP under the possible combinations
EPS and ROCET1 performance results, as well as actual 2017 results.
The Committee, in determining EPS under the MIP, used the Tax Act adjusted EPS of $1.52 and adjusted ROCET1 of 11.1%. Based upon the matrix set forth above, this resulted in the corporate pool being funded at 117% of the targeted funding level. The CEO and NEOs' annual cash incentive opportunity are linked directly to Corporate EPS and ROCET1 Performance. It is expected that the cash incentive earned will rise and fall year to year based financial results within the MIP Matrix.these performancethe actual achievement results for purposes of determining the aggregate amount available2022 MIP metrics as follows:corporateactual achievement results, the MIP pool for annual cash incentive payments to all eligible colleagues.was funded at 167% of target. The Committee then determined the amount of the annual cash incentiveMIP payments to each NEO based on the performance incentive formula which multiplies the incentive target by Company performance achievement and further adjusted based on recommendations by Mr. Flynn based on his evaluationachievement. The Committee has limited positive discretion of a number of20% for individual performance and no cap on negative adjustment, but chose not to use such discretion, either positive or negative on any individual award in 2022.2022 Achieved Incentive Performance Results as a Percent of NEO Target Named Executive Officer Actual Payout $ Achievement as a Percent of Target Company Achievement 167% Andrew J. Harmening $1,500,000 $2,505,000 167% $154,048 $257,260 167% N/A N/A N/A John A. Utz $357,205 $596,533 167% Randall J. Erickson $308,090 $514,511 167% David L. Stein $319,387 $533,376 167% (1) Target is prorated for 2022 per offer letter.
(2) Retirement agreement dated January 19, 2022 superseded any payment under the MIP for 2022.
(3) Adjusted for salary increases in December 2022, if applicable, so targets may not match targets in tables above.other qualitative and quantitative factors for each NEO, including, among others, overall corporate, business line and individual performance.Based on these evaluations relating to 2017 performance, Mr. Flynn recommended, and the Committee approved, payouts to Messrs. Del Moral-Niles, Erickson, Utz, and Stein as detailed in the table below. Mr. Flynn received a payout which was in direct alignment with the Company's financial performanceand the Committee's assessment of the CEO's continued positive performance. Cash Incentive as a Percent of Target PercentPhilip B. Flynn117%Christopher J. Del Moral-Niles107%Randall J. Erickson115%John A. Utz108%David L. Stein132% Associated'sThe Committee believes that a sizable portion of executive compensation program includes threetotal pay should be represented by and tied directly to the performance of the Company so that the interests of the ELT members and the shareholders are closely aligned. Also, the Committee has designed our long-term incentive plan so that the performance of Associated’s stock has a strong correlation to the actual total compensation an ELT member receives over time. To align executives’ interests with those of shareholders, the Committee designed Associated’s long-term incentive plan to award equity that includes two key long-term elements: stock options, restricted stock units and1) 75% of the award is issued in the form of performance-based restricted stock units ("RSUs"), which are granted under the Long-Term Incentive Performance Plan ("LTIPP"(“PRSUs”) described below. For 2017, stock options and restricted stock each represent2) 25% of the long-term componentaward is issued in the form of the overall program, with performance-based RSUs representing 50% of total long-term incentive.time-based restricted stock units (“RSUs”). Individual grants, as a percent of base salary, are listed in the table below.Long-Term Incentive Target as a Percent of Base Salary Named Executive Officer PRSUs RSUs Total
Long-Term IncentiveAndrew J. Harmening 187.5% 62.5% 250% Derek S. Meyer 82.5% 27.5% 110% N/A N/A N/A John A. Utz 82.5% 27.5% 110% Randall J. Erickson 75.0% 25.0% 100% David L. Stein 82.5% 27.5% 110% 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% Randall J. Erickson 30% 30% 60% 120% John A. Utz 30% 30% 60% 120% David L. Stein 25% 25% 50% 100% (1)amountspayouts of the PRSUs under the LTIPP will be based on Associated’s results during the specified measurement period relative to goals approved by the Committee for that LTIPP performance achievement between 25%-150%Stock Option ComponentStock options represent a right to purchase a specified number of shares of Common Stock atmeasurement period. Grants under the fair market value of the Common Stock on the date the option is granted. As a result, recipients recognize a value only if and to the extent that the value of the Common Stock increases, aligning the value of the benefit with shareholder interests. The stock options granted in 2017 vest over a four-year period, with one-fourth of the grant vesting in each year,2020-2022 LTIPP are subject to the terms of the 2013 Plan. Long-term variable equitycompensation is a significant portion of each NEO's compensation, as indicated by2017 Incentive Compensation Plan and the charts included on page 27. When calculatinggrants under the value of an option award for2021-2023 and the purpose of making these grants,2022-2024 LTIPP are subject to the Committee uses the grant date valueterms of the options determined on the same basis as described on page 36 in the notes to the Summary2020 Incentive Compensation Table for such awards.ComponentRestricted stock represents an award of full value shares that vestsUnits of which varies based on the performance of Associated's Common Stock. Although restricted stock awards have generally been part of Associated's overall compensation mix, the Committee determined that it would grant only time-vested RSUs in place of restricted stock grants for 2017.Restricted Stock Unit ComponentRSUs may be settled in AssociatedAssociated’s Common Stock or cash, as determined by the Committee. For 2017, the Committee granted time-vested RSUs in placeboth of time-vested restricted stock.2017 generally2022 vest over a four-year period, with one-fourth of the grant vesting each year. The grants are subject to the terms of the 20132020 Incentive Compensation Plan. When calculating the value of a restricted stock awardRSUs for the purpose of making these grants, the committeeCommittee used the grant date value of the restricted stock determined on the same basis described on page 36 in the notes to the Summary Compensation Table for such awards.
2022-2024 LTIPPLong-Term Incentive Performance PlanUnder the LTIPP, participants receive awards of RSUs, calculated as a percentage of each participant's base salary at the inception of the performance period. Actual payouts from the performance plan will be based upon Associated's results during the specified measurement period relative to goals under approved by the Committee. Grants under the 2017 LTIPP and 2015 LTIPP are subject to the terms of the 2013 Plan.2017 LTIPP20172022-2024 LTIPP is based on a three-year performance period that began on January 1, 20172022, and will end on December 31, 2019.2024. 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.criteriametrics established by the Committee to determine the vesting of RSUs isthe PRSUs are equally weighted, additive measures and are based on Associated's cumulative EPS for the performance periodAssociated’s relative TSR and Associated's TSR relative to theROATCE versus its peer group, over the 2022-2024 performance period. For the 2022-2024 LTIPP, relative ROATCE replaced ROCET1 to refine the performance plan to focus on relative metrics. The Committee determined that EPS is still appropriateROATCE measures profitability by showing how much profit we generate with the capital our shareholders have invested, with the exception of goodwill and other intangible asset balances unable to be influenced, and how efficiently we have deployed those funds. Relative ROATCE performance below the 30th percentile of the KBW Nasdaq Regional Bank Index Companies results in bothno payout for the 2017 MIP and LTIPP as Associated's goal is not only to grow shareholder earnings in the current year (1-year growth as seen in the MIP) but also sustain that growth in subsequent years (cumulative 3-year EPS growth as provided in the LTIPP). ROATCE metric.that having these related measures in boththe MIP and LTIPP ensures focus on both short and long term strategies that are in the best interests of our shareholders. Additionally, the Committee believesrelative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is a valuable measure because it is directly alignedaligns with shareholder interests and encourages management to outperform peers in the creation of shareholder value.2015 Relative TSR performance below the 30th percentile of the TSR performance of our peers’ results in no payout for the TSR metric. Based on common market practice, relative TSR is calculated using a 30-day share price average.20152020-2022 LTIPP was based on a three-year performance period that began on January 1, 20152020, and ended on December 31, 2017,2022, with the vesting opportunities ranging from a minimum of 25%0% to a maximum of 150% of the target award.The target three-year cumulative EPS growth rate was set based on a combination of budget and the publicly available 20-year BKX Bank Index which takes into account business cycles.criteriametrics established by the Committee to determine the vesting of RSUs wasPRSUs are equally weighted and were based on Associated'sAssociated’s cumulative 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.The vesting grid below was used to determine the vesting level of the 2015group.award (for performance during 2015-2017) at various Vestinglevels under the 2015 LTIPP, with a payout percentage target of 100% at$5.71 was greater than targeted cumulative EPS of $4.05 and$5.49. EPS results in 2021 were not adjusted; however, the EPS result for 2020 was adjusted to exclude the one-time gain from the sale of ABRC. The Committee approved the 2021 EPS of $2.18 to be used with previously approved 2020 EPS of $1.19. Combined with Associated’s relative TSR performance betweenranking at the 40.1 and 60th percentiles41st percentile of the peer group.Vesting ofgroup, the – 2015-2017 LTIPP
As determined based on the vesting grid, adjusted EPS performance of $3.97, which is equal to 98% of targeted EPS performance, combined with Associated's outperforming 3 of 15 peers in TSR (ranking Associated in the 20% percentile of the peergroup), resulted in vesting at 46.5% of the target RSU awardPRSU grant applicable to the 2015-20172020-2022 performance period. Basedperiod vested at 96.0% of target. The target payouts for the 2020-2022 LTIPP were rigorous and demonstrate how the alignment of executive pay with Company performance is in the best interests of shareholders over the long term.
these results, 53.5%his departure, but were otherwise virtually certain to vest.NEOsaward was based on an analysis of the estimated value of the awards Mr. Meyer would forfeit when he resigned from his prior employer to join Associated. The award was granted in the form of both performance-based RSUs (PRSUs) (40% of the award value, or $492,400) under the 2022-2024 LTIPP and time-based RSUs (60% of the award value, or $738,600) vesting ratably annually over a three-year period. The mix of PRSUs and time-based RSUs was based on an assessment of the value from similar awards that he would forfeit from his prior employer and a desire by Associated that a meaningful portion of the new hire award be performance-based. The number of shares included in the sign-on grant was determined by dividing the value of the grant by the average of the closing prices of the Company’s common stock for the ten trading days ending immediately prior to Mr. Meyer’s start date with the Company.canceled.satisfied or were on track to pay out. The Board concluded that it would not be viewed as appropriate to include additional performance conditions on the replacement sign-on, as it was replacing awards at his former employer that were subject to forfeiture on his departure but were otherwise virtually certain to vest should Mr. Harmening have remained with his prior employer. The award value is reported in this year’s Summary Compensation Table for the Year 2021. Please refer to the 2021 proxy statement for additional details regarding how the one-time sign-on equity award was determined.RISK MITIGATION POLICIES Associated'sAssociated’s Executive Risk Committee, theIncentive Compensation Risk Assessment Committee (ICRA), Chief Human Resources Officer and business executives responsible for the design and implementation of Associated'sAssociated’s incentive compensation arrangements, conducted ana full annual executive compensation risk assessment as part of a fullan incentive plan 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’s incentive compensation programs and to align them with the Company’s safety and soundness principles. 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,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 suchthe 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 imprudentunnecessary risk taking and are consistent with preserving and enhancing the long-term health of Associated.OTHER BENEFIT PROGRAMS who are deemed to be highly compensated under IRSIRC Section 414(q)(1)(B) to defer current compensation to accumulate additional funds for retirement. All NEOs were eligibleparticipate in the deferred compensation plan in 2017, however none elected to participate in 2017.The plan allows eligible colleagues to defer from $10,000 up to 50% of base salary and up to 100%75% of cash incentive compensation. Participants can choose from various deemed investment options. The participant 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. Deferredreason until the account balance is fully paid. All NEOs were eligible to participate in the deferred compensation plan earnings are unsecuredin 2022 and are not supplementedMr. Harmening elected to defer.Associated.("RAP"(“RAP”) is a qualified defined benefit plan with cash balance features designed to provide participants with a monthlyeffective the first day of the plan year in which the participant completes twelve12 months of service and(service is defined as working a minimum of 1,000 hours of service within the year.year). The colleague becomes a “Participant” in the Plan the first January 1 or July 1 after completion of the service eligibility requirement. Each participant receives an accrual of 3%1.5% of eligible compensation. Compensation is subject to the IRS annual limitation, which was $270,000$305,000 in 2017.2022. 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,service, attainment of normal retirement (age 65) or upon death or disability while employed by Associated. All NEOs, with the exception of Mr. Harmening and Mr. Meyer, 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.participants.participants, including the NEOs. Participants make contributions to the 401(k) Plan, subject to the limitations established by the IRS. Associated provides a discretionary matching contribution, which in 20172022 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. Participants have more than 30 investment fund selections available including the Associated Banc-Corp Common Stock Fund."SERP."“SERP.” The SERP is a non-qualified plan into which Associated makes a restoration contribution for any base salary or cash incentive amounts deferred for the calendar year under any nonqualified cash or deferred compensation arrangement maintained by Associated in excess ofthat are otherwise restricted due to applicable IRS limitations.limitations under Associated’s RAP and 401(k) Plan. Participation in the SERP is limited to members of Associated's Executive Committee,Associated’s ELT, which includes the NEOs.Associated'sbutif 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 SERP. In order to replace the supplemental retirement benefit previouslyMr. Flynn under an expired employment agreement, the Committee adoptedELT, which includes the Supplemental Executive Retirement Plan for Philip B. Flynn effective January 1, 2012. Under Mr. Flynn'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 2017, the accrual percentage was 12.5%. Accruals based on Mr. Flynn's base salary accrue on the last day of each payroll period, and accruals based on any cash incentives paidto Mr. Flynn will accrue on the date any such cash incentive is paid. All accruals in Mr. Flynn'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'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.PerquisitesPerquisites provided to NEOs in 20172022 included executive physical examinations, which the Committee believes are valuable to Associated by helping to ensuresupport the health and well-being of participants,our ELT; financial planning services, which are intended to permit the NEOsELT to focus as much of their time and attention as possible on their responsibilities as executive officers,responsibilities; relocation benefits for new or transferring ELT members; and the payment of social and similar club dues to give the NEOsELT access to social and similar clubs for business purposes. NEOsELT members are required to pay any other costs attributable to their personal use of social and similar clubs. The NEOsELT participated in certain other company-subsidizedCompany-subsidized benefits that were also available to all eligible and/or participating colleagues.Post-TerminationPost-Termination Arrangements with Executive OfficersEach of the NEOs including the CEO, is currently employed on an "at-will" basis and none of them is party to an employment agreement with Associated. generally enter intohave employment agreements with executives before or during their employmentany of the NEOs. Mr. Del Moral-Niles entered into a Retirement Agreement (see “Christopher Del Moral-Niles Retirement Agreement” below for more information). Other than Mr. Del Moral-Niles, the NEOs do not have agreements with respect to any post-termination benefits, nor does Associated guarantee any executive a severance benefit.benefits. The Committee believes that each executive officerNEO’s separation situation should be evaluated on a case-by-case basis. This arrangementapproach provides the Committee with maximum flexibility to determine mutually beneficial arrangements for both Associated and its executive officersNEOs in the event of a separation. Any severancePost-termination benefits paid to a former executiveNEO will generally be paid pursuant tounder the Associated Banc-Corp Severance Pay Plan, a fully discretionary severance plan for management colleagues that limits the Committee'sPlan Administrator’s award of a severance benefit to a maximum of 200% of a former colleague'scolleague’s annual base salary. The Retirement Agreement between the Company and Mr. Del Moral-Niles supersedes any benefits potentially payable to him under the Associated Banc-Corp Severance Pay Plan.PlanAssociated terminated itsAgreementsPlanAgreements (“COC Agreements”) which were put in October 2017 (the "Terminatedplace in 2018 or, if later, when they became an ELT member of the Company. The payments and benefits provided under the COC Plan") after the Committee determined thatAgreements maintain a more updated Change“double trigger”, which provides for payment upon involuntary separation following a change of Control Agreement should be adopted for certain executive officers. Updated Change of ControlAgreements were adopted by the Committee effective January 1, 2018control and are not payable upon (1) a termination of an executive’s employment for “Cause” or a resignation by an executive without “Good Reason” or (2) any termination of an executive’s employment prior to a “Change of Control” (each as defined in the COC Agreements). These COC Agreements are summarized below in "Compensation Decisions for 2018" and in "Potentialthe “Potential Payments onUpon Termination or Change of Control"Control” section beginning on page 40.COMPENSATION DECISIONS FOR 20182023continuesassisted by its compensation consultant, thoroughly reviewed each element of compensation and approved the 2023 executive compensation program that reflects our strategic plan to reviewexpand our lending capabilities, grow our core businesses and maketransform our digital strategy. The Committee believes the 2023 executive compensation program supports management’s plans to accelerate our business, incorporates best practices and will properly align pay with performance.designLTIPP. These decisions were made to support our goal of Associated's executive compensation program in orderstrategically driving revenue growth across our core business lines while also expanding our portfolio to help ensure that it will continue to serve the Committee's overall objectives. Associated terminated the Changeultimately deliver higher shareholder returns.
COMPENSATION GOVERNANCE Control Plan in October 2017 and replaced it with Change of Control Agreements with certain executive officers, effective January 1, 2018 (the "2018 COC Agreements"). The 2018 COC Agreements cover the executives who were previously covered by the Terminated COC Plan. Additional informationIndependent Compensation Consultantregarding the 2018 COC Agreements can be found in "Payments on Termination or Change of Control". Beginning in 2018, Associated will transition back to time-based restricted stock for ease of compliance with IRS regulations. Associated will continue to utilize RSUs under the LTIPP. In addition,2022, the Committee reviewed trends in Executive Stock Ownership programs and determined that the CEO Stock Ownership Multiple will increase from five times base salaryengaged Mercer US LLC (“Mercer”) to six times base salary in 2018.POLICIESAccounting and Tax ConsiderationsAssociated desiresadvise on a variety of matters relating to maximize the return to its shareholders, as well as meet the objectives of the executive compensation program outlined above. and conduct a thorough re-engagement process each year. Among other reason, Mercer was selected for their deep knowledge and expertise in the banking and financial services sectors. In 2022, Mercer performed a competitive analysis of Associated’s senior executive compensation levels and incentive practices, worked with the Committee on plan design changes and performed related assistance, which the Committee affirmed were in-line with expectations and best practices.balancing these objectives, management (particularlythe annual compensation review process, the CEO and the Chief Human Resources Officer) considersOfficer interact with the accountingCommittee and tax treatment to Associated,compensation consultant, providing information about the current compensation structure, details regarding executive compensation, individual performance assessments, and to a lesser extentdescriptions of the tax treatmentjob responsibilities of executive officers. The CEO typically makes recommendations to the executive, when making compensation decisions. FASB Accounting Standards Codification ("ASC") Topic 718, "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 other public 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. 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). These changes apply 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. The Committee's policyCommittee with respect to Section 162(m) is to qualify executivethe compensation for deductibility where practicable and allowable.Clawback of CompensationThe Committee approved a Clawback Policy that requires any members of the Executive Committee of Associated to repay or return cash incentives and equity awards granted through a performance incentive plan in the event that Associated issues a material restatement of its financial statements due to material noncompliance with securities laws where the restatement was caused by the colleague'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 inexcess of the cash incentives and equity awards payable under Associated'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'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.Anti-Pledging and Anti-Hedging PolicyAssociated's Insider Trading Policy prohibits executive officers and directors from engaging in hedging transactions with respect to Associated Common Stock and from pledging Associated Common Stock as collateral for loans, with the exception, for directors only, of pledges already in place when the prohibition on pledging was adopted in 2012.Security Ownership Guidelines for Executive OfficersAssociated has adopted stock ownership guidelines which are applicable to the NEOs, other membersthan himself, and the Committee determines CEO compensation in executive session without the CEO present.ExecutiveCommitteekeythings, the Committee’s responsibilities include:identified by the CEO. Theand non-management directors; andstock ownership guidelines are described under "Stock Ownership – Stock Ownership Guidelinesand CEO compensation for Executive Officersinclusion in Associated’s annual proxy statement and Directors."Form 10-K.THESUMMARY COMPENSATION AND BENEFITS COMMITTEERichard T. Lommen, ChairmanJohn F. BergstromEileen A. KamerickGale E. KlappaKaren T. van LithTABLEName and Principal Position Year Salary ($) 2022 $ 1,000,000 $ — $ 2,499,973 $ — $ 2,505,000 $ 4,575 $ 57,038 $ 6,066,586 2021 $ 675,000 $ — $ 9,174,980 $ — $ 1,237,500 $ — $ 242,612 $ 11,330,092 2022 $ 204,167 $ 150,000 $ 1,230,988 $ — $ 257,260 $ — $ 177,699 $ 2,020,114 2022 $ 338,070 $ — $ — $ — $ — $ 7,073 $ 988,283 $ 1,333,426 2021 $ 505,000 $ — $ 605,985 $ — $ 416,600 $ 10,815 $ 39,050 $ 1,577,450 2020 $ 505,000 $ — $ 454,477 $ 151,499 $ — $ 11,254 $ 43,560 $ 1,165,791 2022 $ 473,750 $ — $ 522,490 $ — $ 596,533 $ 7,638 $ 60,686 $ 1,661,098 2021 $ 445,000 $ — $ 533,998 $ — $ 367,100 $ 10,864 $ 41,910 $ 1,398,872 2020 $ 444,167 $ — $ 400,467 $ 133,497 $ — $ 11,320 $ 62,133 $ 1,051,584 2022 $ 470,000 $ — $ 469,963 $ — $ 514,511 $ 6,959 $ 54,674 $ 1,516,107 2021 $ 460,000 $ — $ 459,970 $ — $ 328,900 $ 10,354 $ 43,564 $ 1,302,789 2020 $ 460,000 $ — $ 344,973 $ 114,999 $ — $ 10,625 $ 57,263 $ 987,860 2022 $ 424,583 $ — $ 467,496 $ — $ 533,376 $ 11,088 $ 49,228 $ 1,485,772 2021 $ 410,000 $ — $ 491,972 $ — $ 338,300 $ 14,106 $ 38,640 $ 1,293,018 2020 $ 408,750 $ — $ 368,991 $ 122,998 $ — $ 14,546 $ 52,832 $ 968,118 SUMMARY COMPENSATION TABLE 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) 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 2015 $ 1,250,000 $ 0 $ 1,874,971 $ 625,026 $ 645,739 $ 15,694 $ 275,619 $ 4,687,049 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 2015 $ 483,000 $ 0 $ 434,672 $ 144,906 $ 350,000 $ 15,595 $ 57,793 $ 1,485,966 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 2015 $ 408,000 $ 0 $ 305,976 $ 102,002 $ 230,000 $ 14,652 $ 59,704 $ 1,120,334 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 2015 $ 394,500 $ 0 $ 350,989 $ 117,004 $ 360,000 $ 15,694 $ 65,985 $ 1,304,172 2017 $ 395,000 $ 0 $ 296,226 $ 98,746 $ 225,000 $ 13,343 $ 47,511 $ 1,075,826 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“Stock-Based Compensation,"” of the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial“Financial Statements and Supplementary Data,"” of our 20172022 Form 10-K. The grant date fair value of the 2017 performance based2022 performance-based RSU awards at the maximum level is $1,874,981, $443,696, $413,986, $382,486approximately $2,812,488, $738,599, $587,802, $528,717, and $296,226$525,934 for Mr. Flynn,Harmening, Mr.Meyer, Mr. Del Moral-Niles,Utz, Mr. Erickson Mr. Utz and Mr. Stein, respectively.cash incentive awards provided under the "Management“Short Term Incentive Plan,"Award,” described in the "Annual Total Compensation – Annual Cash Award"“Short-Term Incentive Compensation” section beginning on page 28.("RAP"(“RAP”). Further details regarding the RAP can be found in the "Retirement Plans"“Retirement Plans” section beginning on page 3237 and in the Pension Benefits in 20172022 table on page 39.20172022 include the following:The employerNEO's 2017NEO’s 2022 contributions to the 401(k) Plan (up to $13,500 for each of the participating NEOs);The 2017(Mr. Flynn – $206,322, Mr. Del Moral-Niles – $21,665, Mr. Erickson – $23,400, Mr. Utz – $18,900 and Mr. Stein – $19,350).that qualified. Additional details regarding the SERP can be found in the "Retirement Plans"“Retirement Plans” section beginning on page 3237 and in the Nonqualified Deferred Compensation in 20172022 table on page 39;services inservices;amountnamed member;$12,950executive physicals for each of Mr. Flynn,Harmening, Mr. Erickson,Meyer, Mr. Utz and Mr. Stein; andsocial club dues for Mr. Erickson, Mr. Utzwellness rewards; Mr. Stein.Name On-Board / Off-Board 401(k) Match SERP Contribution Financial Planning Services Social and Similar Club Dues Executive Physicals Wellness Rewards ESPP Stock Match Corporate Gifts Andrew J. Harmening $ — $ 15,250 $ 36,988 $ — $ — $ 4,800 $ — $ — $ — Derek S. Meyer $ 174,918 $ — $ — $ — $ — $ 2,400 $ — $ — $ 381 Christopher J. Del Moral-Niles $ 975,000 $ — $ — $ 12,270 $ — $ — $ — $ 856 $ 158 John A. Utz $ — $ 15,250 $ 19,788 $ 13,275 $ 5,952 $ 4,800 $ 200 $ 1,421 $ — Randall J. Erickson $ — $ 15,250 $ 19,158 $ 13,275 $ 2,191 $ 4,800 $ — $ — $ — David L. Stein $ — $ 15,250 $ 18,618 $ 12,000 $ 3,360 $ — $ — $ — $ — "Executive“Executive Compensation –- Compensation Discussion and Analysis"Analysis” section beginning on page 21.Nicole M. Kitowski succeeded Sign-on cash bonus.Erickson as Chief Risk Officer on February 6, 2018.GRANTS OF PLAN-BASED AWARDS DURING 20172022All Other Stock Awards: Number of Shares of Stock
(#)All Other Option Awards: Number of Securities Underlying Options
(#)Exercise or Base Price of Option Awards
($/Sh)Name Grant Date Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Andrew J. Harmening 1/25/2022 − − − − − − 25,593 − − $ 624,981 1/25/2022 − − − 0 76,781 115,171 − − − 1,874,992 0 1,500,000 2,625,000 − − − − − − − 8/1/2022 − − − − − − 37,549 − − $ 738,589 8/1/2022 − − − 0 25,033 37,549 − − − 492,399 0 154,048 269,584 − − − − − − − 1/25/2022 − − − − − − − − − − 1/25/2022 − − − − − − − − − − − − − − − − − − − − John A. Utz 1/25/2022 − − − − − − 5,349 − − $ 130,623 1/25/2022 − − − 0 16,047 24,070 − − − 391,868 0 357,205 625,109 − − − − − − − Randall J. Erickson 1/25/2022 − − − − − − 4,811 − − $ 117,485 1/25/2022 − − − 0 14,434 21,651 − − − 352,478 0 308,090 539,158 − − − − − − − David L. Stein 1/25/2022 − − − − − − 4,786 − − $ 116,874 1/25/2022 − − − 0 14,358 21,537 − − − 350,622 0 319,387 558,927 − − − − − − − 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) 2/6/2017 — — — — — — — 119,929 $ 25.20 $ 624,999 2/6/2017 — — — — — — 24,801 — — $ 624,985 2/6/2017 — — — 12,400 49,603 74,404 — — — $ 1,249,996 — $ 670,576 — — — — — — — — 2/6/2017 — — — — — — — 28,380 $ 25.20 $ 147,900 2/6/2017 — — — — — 5,869 — — $ 147,899 2/6/2017 — — — 2,934 11,738 17,607 — — — $ 295,798 — $ 350,000 — — — — — — — — 2/6/2017 — — — — — — — 26,480 $ 25.20 $ 137,998 2/6/2017 — — — — — — 5,476 — — $ 137,995 2/6/2017 — — — 2,738 10,952 16,428 — — — $ 275,990 — $ 240,000 — — — — — — — — 2/6/2017 — — — — — — — 24,465 $ 25.20 $ 127,497 2/6/2017 — — — — — — 5,059 — — $ 127,487 2/6/2017 — — — 2,529 10,119 15,178 — — — $ 254,999 — $ 325,000 — — — — — — — — 2/6/2017 — — — — — — — 18,948 $ 25.20 $ 98,746 2/6/2017 — — — — — — 3,918 — — $ 98,734 2/6/2017 — — — 1,959 7,837 11,755 — — — $ 197,492 — $ 170,000 — — — — — — — — cash incentive opportunities under the 20172022 MIP. Amounts shown in the target column are equal to the individual target amounts paid under the MIP for 2017 which2022 and served as the base amounts used by the Committee for determining the annual cash incentive payments under the 20172022 MIP. The annual cash incentive payments actually paid under the MIP in 2017 areAmounts shown in the Summary Compensation Tablemaximum column are equal to the maximum MIP opportunity, which are based on page 36.a funding maximum of 175%. In addition, there is the potential for a limited positive discretion of up to 20% for individual performance, and no cap on negative adjustments. Amounts shown in threshold column are equal to the minimum MIP opportunity. The 20172022 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan, other than the $3 million annual individual limitation on cash awards under the terms of the 20172020 Compensation Incentive Plan, the plan under which the 20172022 MIP is administered. See "Annual Total“Short-Term Incentive Compensation – Annual Cash Award"- Short Term Incentive Award” beginning on page 2831 for additional details.20172022 LTIPP. The threshold and maximum amounts represent the 25%0% and 150% limits within the LTIPP. See "Long-Term Compensation – Long-Term“Long-Term Incentive Performance Plan"Compensation” beginning on page 3134 for additional details."Policies –“Risk Mitigation Policies - Accounting and Tax Considerations"Considerations” on page 34.36. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, "Stock-Based“Stock-Based Compensation,"” of the Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial“Financial Statements and Supplementary Data,"” of Associated's 2017Associated’s 2022 Form 10-K.OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20172022 Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options
(#)
ExercisableNumber of Securities Underlying Unexercised Options
(#)
UnexercisableOption Exercise Price ($) 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) (1) (2) (3) (2) Andrew J. Harmening — — $— 169,530 (8) $3,914,448 141,347 $3,263,702 16,142 (8) $372,719 25,593 (7) $590,942 Derek S. Meyer — — $— 37,549 (9) $867,006 25,033 $578,012 Christopher J. Del Moral-Niles — — $— 0 (10) $0 — — John A. Utz 14,755 — $17.02 1/27/2024 2,386 (4) $55,093 51,362 $1,185,949 8,510 — $17.67 3/17/2024 3,285 (5) $75,851 39,543 — $17.24 2/2/2025 5,544 (6) $128,011 38,135 — $17.38 2/1/2026 5,349 (7) $123,508 24,465 — $25.20 2/6/2027 28,818 — $24.25 2/6/2028 25,332 8,445 $22.01 2/5/2029 25,284 25,284 $20.32 2/4/2030 Randall J. Erickson 26,335 — $17.02 1/27/2024 780 (4) $18,010 44,854 $1,035,679 8,267 — $17.67 3/17/2024 2,830 (5) $65,345 34,473 — $17.24 2/2/2025 4,776 (6) $110,278 41,276 — $17.38 2/1/2026 4,811 (7) $111,086 26,480 — $25.20 2/6/2027 31,192 — $24.25 2/6/2028 22,323 7,442 $22.01 2/5/2029 21,780 21,781 $20.32 2/4/2030 David L. Stein 11,882 — $17.02 1/27/2024 3,027 (5) $69,893 46,895 $1,082,806 7,497 — $17.67 3/17/2024 5,108 (6) $117,944 32,107 — $17.24 2/2/2025 4,786 (7) $110,509 29,536 — $17.38 2/1/2026 18,948 — $25.20 2/6/2027 22,320 — $24.25 2/6/2028 19,169 6,390 $22.01 2/5/2029 23,295 23,296 $20.32 2/4/2030 Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1) Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1) Option
Exercise
Price
($) 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) 139,747 — $ 14.02 1/22/2023 9,181 (4) $ 233,197 215,999 $ 5,486,375 121,026 40,343 $ 17.02 1/27/2024 18,126 (5) $ 460,400 37,992 12,664 $ 17.67 3/17/2024 26,970 (6) $ 685,038 105,618 105,618 $ 17.24 2/2/2025 18,601 (7) $ 472,465 46,734 140,204 $ 17.38 2/1/2026 — 119,929 $ 25.20 2/6/2027
25,000
—
$
14.02
1/22/2023
2,129
(4)
$
54,077
50,434
$
1,281,024 28,058 9,353 $ 17.02 1/27/2024 4,202 (5) $ 106,731 8,808 2,936 $ 17.67 3/17/2024 6,253 (6) $ 158,826 24,486 24,487 $ 17.24 2/2/2025 4,402 (7) $ 111,811 10,834 32,505 $ 17.38 2/1/2026 — 28,380 $ 25.20 2/6/2027
19,751
6,584
$
17.02
1/27/2024
1,498
(4)
$
38,049
45,749
$
1,162,025 6,200 2,067 $ 17.67 3/17/2024 2,958 (5) $ 75,133 17,236 17,237 $ 17.24 2/2/2025 5,955 (6) $ 151,257 10,319 30,957 $ 17.38 2/1/2026 4,107 (7) $ 104,318 — 26,480 $ 25.20 2/6/2027
16,681
—
$
12.97
1/23/2022
1,543
(4)
$
39,192
43,497
$
1,104,824 12,659 — $ 14.02 1/22/2023 3,393 (5) $ 86,182 7,977 6,778 $ 17.02 1/27/2024 5,502 (6) $ 139,751 6,382 2,128 $ 17.67 3/17/2024 3,795 (7) $ 96,393 19,771 19,772 $ 17.24 2/2/2025 9,533 28,602 $ 17.38 2/1/2026 — 24,465 $ 25.20 2/6/2027
15,000
—
$
24.89
1/23/2018
1,359
(4)
$
34,519
33,923
$
861,644 35,617 — $ 12.97 1/23/2022 2,755 (5) $ 69,977 24,332 — $ 14.02 1/22/2023 4,261 (6) $ 108,229 17,911 5,971 $ 17.02 1/27/2024 2,939 (7) $ 74,651 5,622 1,875 $ 17.67 3/17/2024 16,053 16,054 $ 17.24 2/2/2025 7,384 22,152 $ 17.38 2/1/2026 — 18,948 $ 25.20 2/6/2027 in 2024, 2025, 2026 and 2027after 2023 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).$24.50$23.09 on December 31, 2017.(46.5%)2020 performance-based grants and targeted portion of the 20152021, and 2022 performance-based RSU grant, and maximum portion of 2016 and 2017 performance-based RSU grants.January 27, 2018.20182023 and February 8, 2019.2018,2023, February 8, 2019,2024, and February 8, 2020.February 8, 2019, February 8, 2020,August 1, 2023, August 1, 2024, and February 8, 2021.August 1, 2025.
(10)Mr. Del Moral-Niles’ awards forfeited upon retirement.20172022Option Awards Stock Awards Name of Executive Officer Number of Shares Acquired on Exercise or Vesting (#) Value Realized on Exercise ($) Andrew J. Harmening 0 $0 90,145 $1,954,563 Derek S. Meyer 0 $0 0 $0 Christopher J. Del Moral-Niles 92,345 $200,429 12,800 $327,460 John A. Utz 12,659 $119,549 12,159 $298,175 Randall J. Erickson 0 $0 9,511 $233,080 David L. Stein 20,030 $179,409 6,732 $168,450 Option Awards Stock Awards Name of Executive Officer Number of
Shares Acquired
on Exercise or
Vesting (#) Value
Realized on
Exercise ($) Number of
Shares Acquired
on Vesting
(#)(1) Value
Realized on
Vesting
($)(2)Philip B. Flynn 208,214 $ 2,723,023 106,876 $ 2,693,792 Christopher J. Del Moral-Niles 21,466 $ 257,681 24,807 $ 625,261 Randall J. Erickson — $ 0 18,316 $ 461,623 John A. Utz — $ 0 26,819 $ 675,884 David L. Stein 18,500 $ 133,363 16,004 $ 403,367 2017: for2022 for: Mr. Flynn – 33,433Harmening - 0, Mr. Meyer - 0, Mr. Del Moral-Niles – 7,780,- 4,203, Mr. Utz - 3,700, Mr. Erickson – 6,331, Mr. Utz – 6,337- 2,986 and Mr. Stein – 5,135;- 0; and the following numbers of RSUs that vested in 2017:2022: for Mr. Flynn – 73,443,Harmening - 90,145, Mr. Meyer - 0, Mr. Del Moral-Niles – 17,027,- 3,961, Mr. Utz - 1,283, Mr. Erickson – 11,985, Mr. Utz – 20,482,- 3,006, and Mr. Stein – 10,869.Common Stockcommon stock on the date restrictions lapsed. Vested shares are subject to retention requirements under Associated'sAssociated’s security ownership guidelines.PENSION BENEFITS IN 20172022Name Plan Name Number of Years Credited Service
(#)Present Value of Accumulated Benefit
($)Payments During Last Fiscal Year
($)Andrew J. Harmening RAP 1 $4,575 $0 Derek S. Meyer RAP 0 $0 $0 Christopher J. Del Moral-Niles RAP 12 $0 $152,610 John A. Utz RAP 12 $156,324 $0 Randall J. Erickson RAP 10 $122,694 $0 David L. Stein RAP 17 $254,520 $0 Name Plan Name Number of
Years Credited
Service
(#) Present Value
of Accumulated
Benefit
($)Payments
During Last
Fiscal Year
($)Philip B. Flynn RAP 8 $ 103,066 $0 Christopher J. Del Moral-Niles RAP 7 $ 100,212 $0 Randall J. Erickson RAP 5 $ 73,206 $0 John A. Utz RAP 7 $ 103,066 $0 David L. Stein RAP 12 $ 184,955 $0 "Retirement Plans"“Retirement Plans” section beginning on page 32.NONQUALIFIED DEFERRED COMPENSATION IN 20172022Name Plan Executive Contributions in 2022
($)Aggregate Earnings in 2022
($)Aggregate Withdrawals/
Distributions
($)Andrew J. Harmening SERP $0 $36,988 $0 $0 $36,988 Derek S. Meyer SERP $0 $0 $0 $0 $0 Christopher J. Del Moral-Niles SERP $0 $0 ($42,856) $0 $229,640 John A. Utz SERP $0 $19,788 ($60,742) $0 $386,499 Randall J. Erickson SERP $0 $19,158 ($53,654) $0 $313,138 David L. Stein SERP $0 $18,618 ($142,891) $0 $554,132 Name Plan Executive
Contributions
in 2017
($) Registrant
Contributions
in 2017
($)(1) Aggregate
Earnings in
2017
($)Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
December 31,
2017
($)(2)Philip B. Flynn Flynn SERP $0 $ 206,322 $ 557,442 $0 $ 3,235,878 Christopher J. Del Moral-Niles SERP $0 $ 21,665 $ 17,999 $0 $ 141,921 Randall J. Erickson SERP $0 $ 23,400 $ 14,210 $0 $ 158,038 John A. Utz SERP $0 $ 18,900 $ 18,046 $0 $ 204,356 David L. Stein SERP $0 $ 19,350 $ 50,038 $0 $ 327,673 For Mr. Flynn, these amounts reflect contributions made by Associated throughout the year during 2017 based on his 2017 compensation. For the other NEOs, these These amounts reflect contributions made by Associated in 20182023 to the NEOs based on their 20172022 compensation. These amounts are reported in the "All“All Other Compensation"Compensation” column for each executive officer in the Summary Compensation Table. the Flynn SERP or the SERP, the following amounts were reported in the Summary Compensation Table in prior years: Mr. Flynn – $1,618,892; Mr. Del Moral-Niles – $139,424;- $252,179; Mr. Utz - $222,517; Mr. Erickson – $112,964; Mr. Utz – $106,452;- $228,719; and Mr. Stein – $0.- $97,632. The variation between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Flynn SERP and the SERP reflect earnings (and losses) on the SERP contributions and/or any contributions prior to the executive becoming a NEO.Flynn SERP and the SERP for the other NEOs can be found in the "Retirement Plans"“Retirement Plans - Supplemental Executive Retirement Plans” section beginning on page 32,37, and further information regarding the Deferred Compensation Plan can be found in the "Deferred“Deferred Compensation Plan"Plan” section on page 32.NEONEOs under the Flynn SERP, the SERP and the Deferred Compensation Plan for the other NEOs are selected by Associated and may be changed from time to time. The executive officers are permitted to change their investment elections at any time on a prospective basis. The table below shows the funds selected for investment by participants under both the SERPsSERP and the Deferred Compensation Plan and their annual rate of return for the year ended December 31, 2017.Name of Fund Annual
Return (%)
Name of Fund Annual
Return (%)Vanguard Total Bond Market Index Fund Admiral Shares 3.57% American Funds New World Fund® Class R-6 33.06% Vanguard Institutional Index Fund Institutional Shares 21.79% American Funds EuroPacific Growth Fund® Class R-6 31.17% American Funds The Growth Fund of America® Class R-6 26.53% Templeton Foreign Fund Class R6 17.83% Dodge & Cox Stock Fund 18.33% Fidelity® Government Money Market Fund 0.51% Baird MidCap Fund Institutional Class 26.88% Vanguard Target Retirement 2020 Fund Investor Shares 14.08% Virtus Ceredex Mid-Cap Value Equity Fund Class R6 11.98% Vanguard Target Retirement 2025 Fund Investor Shares 15.94% Wasatch Small Cap Growth Fund® Investor Class 21.73% Vanguard Target Retirement 2030 Fund Investor Shares 17.52% Janus Henderson Small Cap Value Fund Class I 12.81% Vanguard Target Retirement 2035 Fund Investor Shares 19.12% Name of Fund Annual
Return (%)Name of Fund Annual
Return (%)American Funds EuroPacific Growth Fund® Class R-6 (22.72)% Vanguard Target Retirement 2020 Fund Investor Shares (14.15)% American Funds The Growth Fund of America® Class R-6 (30.49)% Vanguard Target Retirement 2025 Fund Investor Shares (15.55)% American Funds New World Fund® Class R-6 (21.75)% Vanguard Target Retirement 2030 Fund Investor Shares (16.27)% Baird MidCap Fund Institutional Class (27.64)% Vanguard Target Retirement 2035 Fund Investor Shares (16.62)% Dodge & Cox Stock Fund (7.22)% Vanguard Target Retirement 2040 Fund Investor Shares (16.98)% Fidelity® Government Money Market Fund 1.31% Vanguard Total Bond Market Index Fund Admiral Shares (13.16)% Harbor Small Cap Growth Fund Retirement Class (25.45)% Vanguard Institutional Index Fund Institutional Shares (18.14)% Janus Henderson Small Cap Value Fund Class I (9.84)% Vanguard International Value Inv (11.66)% Vanguard Extended Market Index Fund Admiral Shares (26.47)% Virtus Ceredex Mid-Cap Value Equity Fund Class R6 (13.76)% POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL As noted above, Associated terminated the Change of Control Plan effective October 2017. Associated replaced this Change of Control Plan with the 2018that cover each of thefor our NEOs andother than Mr. Del Moral-Niles (see “Christopher Del Moral-Niles Retirement Agreement” below for more information) provide for certain other executives. The payments and benefits provided underin the 2018 COC Agreements are similar in structure and amount to the previous plan, maintain a "double trigger" and are not payable upon (1)event of a termination without “Cause” or for “Good Reason” following a “Change of an executive's employment for "Cause" or a resignation by an executive without "Good Reason" or (2) any terminationControl” of an executive's employment prior to a "Change of Control"the Company (each such term as defined in the 2018respective COC Agreements). 2018 COC Agreements provide that upon a termination without Cause or a resignation with Good Reason generally during a two-year protected period (the "protected period"“protected period”) following a Change of Control, (each such termination a "Qualifying Termination"), each executive officer would, in addition to any unreimbursed and accrued but unpaid amounts, be entitled to receive the following payments:a multiple (three forFlynn and two for each other executive) ofHarmening, three times) the sum of the executive'sexecutive officer’s then-current base salary and target cash incentive (or, if higher, the base salary and/or target cash incentive as in effect immediately prior to the Change of Control);executive'sexecutive’s then-current target cash incentive (or, if higher, the target cash incentive as in effect immediately prior to the Change of Control) (the "Prorated“Prorated Cash Incentive"Incentive”);a multiple (36 for24 times (or, in the case of Mr. Flynn and 24 for each other executive) ofHarmening, 36 times) the sum of the monthly COBRA premium for the medical and dental coverage in effect for the executive on the date ofCompany'sCompany’s 401(k) and ESOP and SERP (and, for Mr. Flynn, his individual SERP) and an amount equal to the maximum benefit that the executive would have accrued under the Retirement Account Plan and SERP, (and, for Mr. Flynn, his individual SERP), in each case, assuming that the executive remained employed for a period of 24 months (or, in the case of Mr. Harmening, 36 months) following the date of termination (36 for Mr. Flynn and 24 for each other executive) and certain other assumptions specified in the 2018 COC Agreement;Agreements; andbenefitsexecutive'sexecutive’s employment is terminated during the protected period following a Change of Control due to death or "Disability"“Disability” (as defined in the 2018 COC Agreements due to death or "Disability" (as defined in the 2018 COC Agreements), the executive would not be entitled to the benefits described in the immediately preceding bullets, except for the Prorated Cash Incentive. Additionally, in the event of executive'sthe executive’s termination due to death or Disability during the protected period, the executive (or executive'sexecutive’s estate in the event of executive'sexecutive’s death) is also entitled to any death or disability benefits, as applicable, equal to those provided prior to a Change of Control or, if more favorable, those in effect on the date of the executive'sexecutive’s death or Disability.Executive'sexecutive’s merger related payments or benefits are subject to the 20% excise tax under Section 409(a)4999 of the Code, then the 2018 COC Agreements provide that the executive will either receive all such payments and benefits subject to the excise tax and pay his or her own excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after tax outcome for the executive. The 2018 COC Agreements do not provide for an excise tax gross up. The 2018 COC Agreements also contain restrictive covenants, which provide for (1) a perpetual confidentiality and mutual non-disparagement and (2) restrictions on interfering with customers and colleagues for six months following any termination of employment.Name Retirement Plan Contributions, Including the RAP, 401(k) and SERP Total Andrew J. Harmening $3,000,000 $76,861 $0 $170,439 $4,500,000 $10,000 $8,305,372 $0 $16,062,673 $980,000 $42,953 $0 $0 $308,096 $10,000 $1,465,295 $0 $2,806,344 $0 $0 $0 $0 $0 $0 $0 $0 $0 John A. Utz $980,000 $42,953 $0 $79,226 $735,000 $10,000 $1,646,314 $79,157 $3,572,651 Randall J. Erickson $960,000 $52,538 $0 $77,966 $672,000 $10,000 $1,407,997 $68,371 $3,248,872 David L. Stein $870,000 $42,953 $0 $76,886 $652,500 $10,000 $1,452,581 $71,431 $3,176,352 Name Total
Salary
Continuation
Benefit(1) Medical,
Dental, Life
Insurance
Benefits
for the
Duration of
Payments(2) Accrued
Vacation(3) Retirement
Plan
Contributions,
Including
the RAP,
401(k)
and SERP Incentive
Bonus Outplacement
Benefit(4) Total
Value of
Shares
of Restricted
Stock and
Restricted
Stock
Units(5) Total
Value of
Options(6) Total Philip B. Flynn $ 3,750,000 $ 3,510 $ 24,038 $ 683,766 $ 2,011,728 $ 40,000 $ 7,476,454 $ 2,446,232 $ 16,435,728 Christopher J. Del Moral-Niles $ 984,333 $ 37,453 $ 9,465 $ 86,530 $ 700,000 $ 40,000 $ 1,744,807 $ 567,253 $ 4,169,841 Randall J. Erickson $ 920,000 $ 30,226 $ 8,846 $ 90,000 $ 480,000 $ 40,000 $ 1,558,826 $ 465,377 $ 3,593,275 John A. Utz $ 850,000 $ 45,360 $ 8,173 $ 81,000 $ 650,000 $ 40,000 $ 1,493,923 $ 468,870 $ 3,637,326 David L. Stein $ 790,000 $ 37,453 $ 7,596 $ 81,900 $ 340,000 $ 40,000 $ 1,170,703 $ 376,980 $ 2,844,632 2017.2017.Maximum unusedaccrual is 40 hours at year-end pursuant to Associated'spolicy effective 01/01/22, salaried colleagues are on a flexible vacation policy.colleague'scolleague’s duties, shall be provided by a mutually agreed outplacement agency. $40,000$10,000 is an estimate of the actual cost of these outplacement services.$25.40$23.09 on December 31, 2017.2022. This includes the value of all unvested Restricted Stock and performance-based RSUs (illustrated at target), and any accrued dividend equivalent payments on all RSUs.Associated Banc-Corpthe Common Stock of $25.40$23.09 on December 31, 2017.2022. 2018 COC Agreements, all unvested options, shares of restricted stock and RSUs held by the NEOs vest upon such a separation within the two-year period following a change of control pursuant to the terms of the 2017 Plan.and 2020 Incentive Compensation Plans. Additionally, in the event of a termination following attainment of retirement eligibility or the NEO'sNEO’s death or disability,Disability, all unvested options, shares of restricted stock and RSUs (performance-based RSUs still remain subject to the applicable performance criteria for"Vesting Event"“Vesting Event”) occurred on December 31, 2017,2022, the value (using the closing price of $25.40)$23.09) of the accelerated stock is listed in the table below.Name Stock Options Restricted Stock Andrew J. Harmening $0 $4,878,109 $3,427,263 Derek S. Meyer $0 $867,006 $598,289 $0 $0 $0 John A. Utz $79,157 $382,463 $1,263,851 Randall J. Erickson $68,371 $304,719 $1,103,279 David L. Stein $71,431 $298,346 $1,154,235 Name Stock
Options Restricted
Stock Restricted
Stock Units(1)Philip B. Flynn $ 2,446,232 $ 1,851,101 $ 5,486,375 Christopher J. Del Moral-Niles $ 567,253 $ 431,444 $ 1,281,024 Randall J. Erickson $ 465,377 $ 368,757 $ 1,162,025 John A. Utz $ 468,870 $ 361,518 $ 1,104,824 David L. Stein $ 376,980 $ 287,376 $ 861,644 Aseverance benefitspayment in the event of such NEO'sNEO’s separation other than as a result of a changeChange of controlControl of Associated, pursuant to the Associated Banc-Corp Severance Pay Plan. Because these benefits are fully discretionary, they cannot be estimated for any particular NEO. See "Executive Compensation Discussion and Analysis,“Other Benefit Programs - Employment and Post TerminationPost-Termination Arrangements with Executive Officers."CEO Pay Ratiorequireda result, the Company continued to pay him his regular base wages through September 1, 2022, which was the first day following the month in which the Company appointed his successor. In addition, Mr. Del Moral-Niles received the following benefits:CEO PAY RATIO AND MEDIAN ANNUAL TOTAL COMPENSATION information:For fiscal 2017, our last completed fiscal year:•The medianinformation about the ratio of the median annual total compensation of allour colleagues of our company was $58,658; and•The annual total compensation of Mr. Flynn, our Chief Executive Officer, was $4,777,742Based on this information, the ratio for 2017 of the annual total compensation of our Chief Executive Officer toCEO, Mr. Harmening.medianannualized total compensation of Mr. Harmening, was $6,066,586. This amount equals Mr. Harmening’s compensation as reported in the Summary Compensation Table. The estimated annual total compensation of all colleagues is 81 to 1.We completed the following steps to identify the median Associated colleague (other than our CEO) was $63,880. We estimate that our CEO’s total annual compensation was 95 times that of the estimated annual total compensation of allthe median Associated colleague.CEO annual total compensation $6,066,586 Median Colleague annual total compensation $63,880 Ratio of CEO to Median Colleague annual total compensation 95 : 1 colleaguespayroll and employment records and the Median Total Annual Compensation Methodology as described below.1.2017,2022, our determination date, our colleague population consisted of approximately 4,4394,200 individuals, (with all of these individuals located in the United States), including anyStates and inclusive of all full-time, part-time, temporary, or seasonal colleagues employed on that date.2.fiscal 2017.the 2022 tax year. In making this determination, we annualized the compensation of full-time and part-time permanent colleagues who were employed on December 31, 2017,2022 but did not work for us the entire year. No full-time equivalent adjustments were made for part timepart-time colleagues.3. We identified an anomaly with this colleague's 2017 compensation that would have significantly impacted our pay ratio and therefore substituted this colleague with an adjacent colleague with substantially similar W-2 compensation to that of the original identified colleague.4.of the elements of such colleague'scolleague’s compensation for 2017the 12-month period preceding the determination date in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,658.5.With respect to$63,880.PAY VERSUS PERFORMANCE TABLE annual total compensation of our CEO, weNEOs for each of the fiscal years ended December 31, 2022, 2021 and 2020, and certain information concerning our financial performance for each such fiscal year. This section also contains graphical disclosures of the pay versus performance relationship based on the information in the Pay Versus Performance Table.Value of Initial Fixed $100 Investment Based On: Year Summary Compensation Table Total for PEO (Harmening) Summary Compensation Table Total for PEO (Flynn) Average Summary Compensation Table Total for Non-PEO NEOs 2022 $ 6,066,586 $ 6,445,013 N/A N/A $ 1,603,303 $ 1,653,420 $ 117.92 $ 116.10 $ 366,122 11.9 % 2021 $ 11,330,092 $ 11,317,941 $ 3,393,524 $ 4,998,727 $ 1,393,032 $ 1,608,777 $ 111.27 $ 124.74 $ 350,994 3.5 % 2020 N/A N/A $ 4,160,306 $ 1,895,528 $ 1,043,338 $ 608,069 $ 81.07 $ 91.29 $ 306,771 -6.2 % Year PEO(s) Non-PEO NEOs 2022 Andrew J. Harmening Derek S. Meyer, Christopher J. Del Moral-Niles, John A. Utz, Randall J. Erickson, David L. Stein 2021 Andrew J. Harmening and Philip B. Flynn Christopher J. Del Moral-Niles, John A. Utz, Randall J. Erickson, David L. Stein 2020 Philip B. Flynn Christopher J. Del Moral-Niles, John A. Utz, Randall J. Erickson, David L. Stein amountTotal Shareholder Return Performance Graph in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The KRX is not suitable for determining peer group TSR in accordance with the regulations applicable to the pay versus performance disclosure in this section."Total" columnSummary Compensation Table for the applicable fiscal year, adjusted as follows:2022 2021 2020 Adjustments PEO: Andrew J. Harmening Average non-PEO NEOs PEO: Andrew J. Harmening PEO: Philip B. Flynn Average non-PEO NEOs PEO: Philip B. Flynn Average non-PEO NEOs As Reported Summary Compensation Table Total $6,066,586 $1,603,303 $11,330,092 $3,393,524 $1,393,032 $4,160,306 $1,043,338 (-) Grant Date Fair Value of Stock Awards Granted in FY $2,499,973 $538,188 $9,174,980 $678,117 $522,981 $2,624,973 $522,975 (+) Awards granted in CFY that are outstanding and unvested as of end of CFY $2,306,902 $554,732 $7,214,058 $640,950 $494,315 $1,881,061 $380,281 (+) Awards that are granted and vest in the same CFY $0 $0 $1,948,770 $0 $0 $503,956 $103,236 (+) Prior year awards outstanding and unvested as of end of CFY $655,113 $225,292 $0 $240,590 $213,615 $-1,954,199 $-362,670 (+) Prior year awards that vest in CFY $-151,049 $38,030 $0 $1,262,342 $50,105 $-329,480 $-68,831 (-) Prior year awards that fail to meet vesting conditions during CFY $0 $242,235 $0 $0 $33,991 $0 $0 (+) Dividends or other earnings paid on all awards in CFY prior to vesting date $69,237 $15,410 $0 $142,270 $17,669 $262,311 $39,549 (-) Change in Pension Value and Non-Qualified Deferred Compensation Earnings $4,575 $6,552 $0 $10,864 $11,535 $11,320 $11,936 (+) Pension Adjustment $2,772 $3,628 $0 $8,033 $8,548 $7,867 $8,078 = Compensation Actually Paid $6,445,013 $1,653,420 $11,317,941 $4,998,727 $1,608,777 $1,895,528 $608,069 
2017 SummaryPEO, to Company performance for the fiscal year ended December 31, 2022. Please see “Executive Compensation Table.Table- Compensation Discussion and Analysis” for a further description of ContentsRECONCILIATION OF NON-GAAP FINANCIAL MEASURESCompany-selected performance measures Operating leverage Revenue (growth) Net Income After Tax ROATCE EPS Efficiency Ratio Associated reported GAAP earnings per common share ("EPS") of $1.42 and Return on Common Equity Tier 1 ("ROCET1") of 10.4%. 2017 EPS Included $15 million, or $0.10 per common share, or expenses related to the recently enacted Tax Cuts and Jobs Act of 2017 (the "Tax Act").The following table reconciles non-GAAP financial measures which exclude expenses related to the Tax Act, to GAAP financial measures.($ in millions, except per share data) FY 2017 FY 2017
per share dataFY 2017
ROCET1 (%)GAAP earnings, EPS and ROCET1 $ 220 $ 1.42 10.4% Required partial write-off of deferred tax asset $ 12 $ 0.08 0.6% Required acceleration of low income housing tax credit amortization $ 1 <0.01 <0.1% Previously disclosed compensation actions $ 1 <0.01 <0.1% Other accelerated write-offs $ 1 <0.01 <0.1% Total expenses related to the Tax Act $ 15 $ 0.10 0.7% Earnings, EPS and ROCET1, excluding expenses related to the Tax Act $ 235 $ 1.52 11.1% Board'sBoard’s philosophy for director compensation is to provide a balanced competitive total compensation program that allows for the attraction and retention of qualified directors and reflects the increasing demands of being a public company director, the increasing regulation of the banking industry and of publicly traded corporations in general, and the personal risk factors associated with being a director. The Compensation and Benefits Committee evaluates the competitiveness of director compensation on an ongoing basis. The Committee engaged Mercer to perform a competitive analysis of Associated’s director compensation program and evaluate the levels of pay, pay mix and form with respect to its director compensation programs. These factors,evaluations, among others, have caused the Board to guideguided director compensation towards the market range of the S&P 400 (of which Associated is a component company).which are aligned with market practices,for 2023 are as follows:75,00080,000 annual retainer (with no additional meeting fees for meetings of the Board or standing committees thereof)$120,000$125,000 are granted annually on February 1 of each year. ABoard established this amount to remain competitivein attracting new Board members and compensate for the directors' oversight responsibilities, which have increased in recent years. The RSUs (and any related dividend equivalents) subject to each grant will become fully vested on the fourthfirst anniversary of each grant date.The Committee evaluates the competitiveness of director compensation on an ongoing basis. FlynnHarmening does not receive any additional compensation for serving on the Board or chairing the Corporate Development Committee.DIRECTORS'DIRECTORS’ DEFERRED COMPENSATION PLAN directors'directors’ deferred compensation plans. To simplify ongoing administration, Associated established its own directors'directors’ deferred compensation plan and merged the predecessor plans into it effective July 1, 1999. Prior to 2013, Associated made monetary contributions into the Directors'Directors’ Deferred Compensation Plan (the “Director Plan”) for each non-employee director. Those contributions were required to be invested in an account the balance of which is based on the trading price of Associated Common Stock. also defer any or all of their board fees, including retainers.retainers under the Director Plan. In an effort to provide directors additional flexibility to manage their annual RSUDIRECTOR COMPENSATION IN 20172022Name Fees Earned or Paid in Cash
($)Stock Awards
($)Option Awards
($)Non-Equity Incentive Plan Compensation
($)Change in Pension Value and Non-Qualified Deferred Compensation Earnings
($)All Other Compensation
($)Total
($)$42,500 $120,000 $0 $0 $0 $0 $162,500 R. Jay Gerken 80,000 120,000 0 0 0 0 200,000 Judith P. Greffin 75,000 120,000 0 0 0 0 195,000 Michael J. Haddad 75,000 120,000 0 0 0 0 195,000 Robert A. Jeffe 85,000 120,000 0 0 0 0 205,000 Eileen A. Kamerick 85,000 120,000 0 0 0 0 205,000 Gale E. Klappa 80,000 120,000 0 0 0 0 200,000 Cory L. Nettles 80,000 120,000 0 0 0 0 200,000 Karen T. van Lith 85,000 120,000 0 0 0 0 205,000 John (Jay) B. Williams 175,000 120,000 0 0 0 0 295,000 Fees
Earned or
Paid in
Cash
($) Stock
Awards
($) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($) $ 75,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 195,000 $ 85,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 205,000 $ 40,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 160,000 $ 175,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 295,000 $ 75,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 195,000 $ 85,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 205,000 $ 75,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 195,000 $ 85,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 205,000 $ 75,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 195,000 $ 85,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 205,000 $ 85,000 $ 120,000 $ 0 $ 0 $ 0 $ 0 $ 205,000 Ms. Greffin was elected as a director on April 25, 2017.ADVISORY VOTE ON FREQUENCY OF ADVISORY APPROVAL OFASSOCIATED BANC-CORP'S NAMED EXECUTIVE OFFICER COMPENSATIONAs required by Section 14A of Mr. Bergstrom retired from the Exchange Act, this proposal provides shareholders with the opportunity to vote on how frequently they would like to cast an advisory vote to approve Associated named executive officer compensation, similar to the advisory vote solicited in Proposal 3 above.The Board of Directors recommends an annual vote on executive compensation. As described in Compensation Discussion and Analysis, which begins on page 21, in making annual executive compensation decisions, management and the Compensation and Benefits Committee consider performance of the executive officers and Associated as a whole, as well as how the executive officers' functional responsibilities contributed to Associated's performance, and consider performance that is based on measureable financial results. We compare performance not just to our own prior performance or achievement of current goals, but also to appropriately chosen peer companies. The Board of Directors has determined that an annual advisory vote on executive compensation will continue to allow our shareholders to provide timely, direct input to management and the Board on Associated's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board's determination was based on the premise that executive compensation is evaluated, adjusted and approved on an annual basis, and the Board believes that shareholder sentiment expressed annually should be a factor considered by the Compensation and Benefits Committee as part of that process.Shareholders may cast an advisory vote on the preferred voting frequency by selecting the option of every one, two or three years, or may choose to abstain. Associated will consider shareholders to have expressed a non-binding preference for the frequency option that receives the largest number of favorable votes. Shareholders are not voting to approve or disapprove the Board's recommendation. Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation and Benefits Committee will take into account the outcome of the vote when making future decisions on the frequency of advisory votes on executive compensation.RECOMMENDATION OF THE BOARD OF DIRECTORSThe Board recommends that shareholders select "ONE YEAR" when voting on the frequency of advisory votes to approve Associated Banc-Corp's Named Executive Officer compensation.BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORTSAssociated'sAssociated’s directors and executive officers, as well as certain persons holding more than 10% of Associated'sAssociated’s stock, are required to report their initial ownership of stock and any subsequent change in such ownership to the SEC, NYSE, and Associated within specified time limits.Associated'sAssociated’s knowledge, based solely upon a review of the copies of such reports furnished to Associated and upon written representations ofAssociated'sAssociated’s officers, directors, and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements during 2017,2022, except that, due to an administrative error,as follows: one late Form 4 was filed on behalffor each of John P. Hankerd,Mr. Haddad, Mr. Jeffe, and Mr. Nettles relating to phantom shares received due to deferral of director fees, and one for Angie DeWitt, Executive Vice President and Chief CreditHuman Resources Officer of Associated in connection with a grantrelating to the reporting of restricted stock.Associated'sAssociated’s subsidiary bank and/or investment subsidiaries in the ordinary course of business during 2017.since the beginning of fiscal year 2022. Additional ordinary course transactions of this type may be expected to take place in the future. All loans and loan commitments were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Associated and, in management'smanagement’s opinion did not involve more than the normal risk of collectability or present other unfavorable features. At December 31, 2017,2022, the aggregate principal amount of loans outstanding to directors, officers, or their related interests was approximately $20$3 million, which represented approximately 0.6%0.08% of consolidated stockholders'stockholders’ equity.("(“Generation GrowthCapital" Capital”), a private equity fund manager. Prior to Mr. Nettles'Nettles’ appointment to the Board, Associated made aggregate financial commitments of $1.0 million and $1.1 million to Generation Growth Capital Fund I and Generation Growth Capital Fund II, respectively, each of which is managed by Generation Growth Capital. In 2016, Associated committed to an investment of up to $3.0 million in Generation Growth Capital Fund III, which is also managed by Generation Growth Capital. Each of these funds pays or will pay an annual management fee of up to 2.0% to 2.5% of total capital commitments to Generation Growth Capital, and Generation Growth Capital is or will be entitled to a customary 20% carried interest in each fund.fund, along with certain management and transaction fees. Each of these investments was made in the ordinary course of Associated'sAssociated’s business and on the same terms as other investors in the funds. Investments made after Mr. Nettles joined the Board were reviewed and approved by the Corporate Governance and Social Responsibility Committee (without the participation of Mr. Nettles) in accordance with Associated'sAssociated’s Related Party Transaction Policies and Procedures as described below.RELATED PARTY TRANSACTION POLICIES AND PROCEDURES "interested“interested transactions."” For purposes of Associated'sAssociated’s policy, an "interested transaction"“interested transaction” is a transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including indebtedness or guarantee of indebtedness) in which Associated and any "related party"“related party” are participants involving an amount that exceeds $120,000. Certain"immediate“immediate family member"member” of such persons.party'sparty’s interest in the transaction. The Related Party Transaction Policies and Procedures can be found on Associated'sAssociated’s website at www.associatedbank.com, "Investor“Investor Relations," "Governance” “Governance Documents."Associated'sAssociated’s independent registered public accounting firm for the year ending December 31, 2018.2023. KPMG LLP audited Associated'sAssociated’s consolidated financial statements for the year ended December 31, 2017.2022. It is expected that a representative of KPMG LLP will be present at the Annual Meeting, will have the opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions."FOR"“FOR” this Proposal 4,3, it will pass. Unless otherwise directed, all proxies will be voted "FOR"“FOR” Proposal 4.3. If the shareholders do not ratify the selection, the Audit Committee will take the shareholders'shareholders’ vote under advisement.FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Associated'sAssociated’s annual financial statements for 20172022 and 2016,2021, and fees billed for other services rendered by KPMG LLP.2022 2021 $ 2,039,500 $ 1,719,000 123,000 119,500 167,979 86,527 All Other Fees — — Total Fees $ 2,330,479 $ 1,925,027 2017 2016 $ 1,459,620 $ 1,303,400 70,600 67,000 — — — — $ 1,530,220 $ 1,370,400 Associated'sAssociated’s consolidated financial statements. In addition, audit fees include audit or other attest services required by statute, regulation, or regulation,contract, such as comfort letters, consents, reviews of SEC filings, and reports on internal controls and audit-related expenses.recurringmortgage banking-related reports, SEC Custody Asset Verification, and required financial statement auditsStudent Lending reports.certain subsidiaries.fees for Domestic (federal, state & local) tax consulting services including, but not limited to, R&D tax credit consulting services.Associated'sAssociated’s independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chairman of the Audit Committee to act between meetings of the Audit Committee. Any pre-approval given by the Chairman of the Audit Committee pursuant to this delegation is presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee or Chairman of the Audit Committee reviews and, if appropriate, approves non-audit service engagements, taking into account the proposed scope of the non-audit services, the proposed fees for the non-audit services, whether the non-audit services are permissible under applicable law or regulation, and the likely impact of the non-audit services on the independent registered public accounting firm'sfirm’s independence.2017,2022, each new engagement of Associated'sAssociated’s independent registered public accounting firm to perform audit and non-audit services was approved in advance by the Audit Committee or the Chairman of the Audit Committee pursuant to the foregoing procedures.RECOMMENDATION OF THE BOARD OF DIRECTORS "FOR"“FOR” the selection of KPMG LLP as Associated'sAssociated’s independent registered public accounting firm for the year ending December 31, 2018.2023.Associated'sAssociated’s accounting functions and internal controls. The Audit Committee is currently composed of fourthree directors, each of whom meets the independence requirements set forth under the Exchange Act requirements and in NYSE corporate governance rules. The Audit Committee operates under a written charter approved by the Board. The Charter can be found at Associated'sAssociated’s website at www.associatedbank.com, "Investor“Investor Relations," "Governance” “Governance Documents." Associated's” Associated’s Board has also determined that threeall of the members of the Audit Committee Messrs. Gerken, Jeffe and Klappa, are "audit“audit committee financial experts"experts” based upon their education and work experience. Associated believes Mr. Gerken is an "audit“audit committee financial expert"expert” based upon his status as a Chartered Financial Analyst (CFA), and his experience as a CEO overseeing the issuance of public company (mutual fund) financial statements. Associated believesconsiders Mr. Jeffe isto be an "audit“audit committee financial expert"expert” based on his experience as Co-Chair and Co-Founder of a private oil and gas company, his extensive investment banking experience and his service as chair of the audit committees of two private companies. Associated believes Mr. KlappaHaddad is an "audit“audit committee financial expert"expert” based upon his experience as Chairman,Chair and CEO and CFO of a large publicglobal company.Associated'sAssociated’s internal controls and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Associated'sAssociated’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon, as well as an audit of the effectiveness of our internal control over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"“PCAOB”). The Audit Committee'sCommittee’s responsibility is to monitor and oversee these processes. In connection with these responsibilities, the Audit Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 20172022 consolidated financial statements. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (The Auditor's Communication With Those Charged With Governance), (AICPA, Professional Standards, Vol. 1 AU Section 380).the applicable requirements of the PCAOB and the SEC. The Audit Committee also received written disclosures from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm'sfirm’s independence.Committee'sCommittee’s discussions with management and the independent registered public accounting firm, and the Audit Committee'sCommittee’s review of the representations of management and the independent registered public accounting firm, the Audit Committee recommended that the Board include the audited consolidated financial statements in the 20172022 Form 10-K, which has been filed with the SEC.AUDIT COMMITTEER. Jay Gerken, ChairmanRobert A. JeffeGale E. KlappaJohn (Jay) B. WilliamsThe foregoing Report of the Audit Committee shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent Associated specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.("(“Rule 14a-8"14a-8”) for inclusion in the proxy statement for the annual meeting of shareholders to be held April 30, 2019,2024, must be received by Associated at its executive offices no later than November 13, 2018.11, 2023. This notice of the annual meeting date also serves as the notice by Associated under the advance-notice Bylaw described below. A shareholder that intends to present business other than pursuant to Rule 14a-8 at the next annual meeting, scheduled to be held on April 30, 2019,2024, must comply with the requirements set forth in Associated'sAssociated’s Amended and Restated Bylaws. To bring business before an annual meeting, Associated'sAssociated’s Amended and Restated Bylaws require, among other things, that the shareholder submit written notice thereof to Associated'sAssociated’s executive offices not less than 75 days nor more than 90 days prior to April 30, 2019.25, 2024. Therefore, Associated must receive notice of a shareholder proposal submitted other than pursuant to Rule 14a-8 no sooner than January 30, 2019,26, 2024, and no later than February 14, 2019.10, 2024. If notice is received before January 30, 2019,26, 2024, or after February 14, 2019,10, 2024, it will be considered untimely, and Associated will not be required to present such proposal at the 2019 Annual Meeting2024 annual meeting of Shareholders.13, 2018
10, 2023SCAN TO VIEW MATERIALS & VOTE ASSOCIATED BANC-CORP 433 MAIN STREET GREEN BAY, WI 54301 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E35472-P01241-Z71652 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ASSOCIATED BANC-CORP The Board of Directors recommends you vote FOR the following: 1.Election of Directors Nominees: For Withhold For All To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. AllAll Except 01) 02) 03) 04) 05) 06) 07) John F. Bergstrom Michael T. Crowley, Jr. Philip B. Flynn R. Jay Gerken Judith P. Greffin William R. Hutchinson Robert A. Jeffe 08) 09) 10) 11) 12) 13) Eileen A. Kamerick Gale E. Klappa Richard T. Lommen Cory L. Nettles Karen T. van Lith John (Jay) B. Williams For Against Abstain For Against Abstain The Board of Directors recommends you vote FOR proposals 2 and 4 and ONE YEAR for proposal 3. 2.Advisory approval of Associated Banc-Corp's named executive officer compensation. 4.The ratification of the selection of KPMG LLP as th e i n d e p e n d e n t re g i s t e re d pu b l i c a c c o u n t i n g firm for Associated Banc-Corp for the year ending December 31, 2018. 1 Year 2 Years 3 Years Abstain 3.Advisory vote on the frequency of advisory approval of Associated Banc-Corp's named executive officer compensation. NOTE: In their discretion, the proxies are authorized to consider and vote upon any other matters which may properly come before the meeting or any adjournment thereof. Yes No Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
All votes must be received by 11:59 P.M., Eastern Time, April 23, 2018. All votes for 401(k) participants must be received by 11:59 P.M., Eastern Time, April 22, 2018. You are cordially invited to attend the Annual Meeting of Shareholders of Associated Banc-Corp scheduled for 11:00 a.m. (CDT) on Tuesday, April 24, 2018, at the KI Convention Center, 333 Main Street, Green Bay, Wisconsin. Associated's investment professionals will present an economic/investment update beginning at 10:00 a.m. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Summary Annual Report and Form 10-K are available at www.proxyvote.com. E35473-P01241-Z71652 Annual Meeting of Associated Banc-Corp to be held on Tuesday, April 24, 2018 for Holders as of February 27, 2018 This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Randall J. Erickson and Michael E. Silver, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Associated Banc-Corp which the undersigned is entitled to vote at said meeting or any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTORS IN ITEM 1, "FOR" THE PROPOSALS IN ITEMS 2 AND 4 AND "ONE YEAR" IN ITEM 3. Continued and to be signed on reverse side
