Independent
Tenure on this board
9.4 yrs
10 nominees · 3 ballot items.
Election of 10 directors nominated by the Board; advisory (non-binding) approval of the compensation of Named Executive Officers (say-on-pay); and ratification of KPMG LLP as the independent registered public accounting firm for 2026.
Election of 10 individuals recommended by the Board to serve one-year terms expiring at the 2027 Annual Meeting.
Non-binding advisory (say-on-pay) resolution to approve the compensation of Associated’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related materials.
This advisory (non-binding) proposal asks shareholders to approve the Company’s disclosed Named Executive Officer (NEO) compensation program as described in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to reaffirm its pay philosophy: a majority of NEO pay is at-risk, heavily weighted to long-term equity (75% performance-based RSUs and 25% time‑based RSUs), and tied to metrics intended to drive long-term shareholder value (notably Relative TSR and ROACET1 for LTIPP and NIAT/Revenue/Operating Leverage for the annual MIP). The Compensation and Benefits Committee emphasizes risk mitigation (clawback policy, anti-hedging/pledging, independent consultant oversight) and retention (stock ownership guidelines, deferred compensation and change‑of‑control protections), presenting these practices as governance features supporting the recommendation. The Board’s recommendation to vote FOR is grounded in recent outcomes: strong 2025 financial performance, robust MIP payout (128% of target), continuation of LTIPP metrics, and prior shareholder support (more than 97% approval in 2025). The proposal is non-binding but the Committee will consider the vote when designing future programs, so a FOR vote signals shareholder endorsement of current pay design and outcomes. Potential controversies include whether the performance metrics and any Committee discretion (including the recent adjustment applied to the 2023–2025 LTIPP) appropriately reflect pay-for-performance in volatile industry conditions; the proxy discloses the Committee’s exercise of limited discretion in that prior period and the rationale used. From a governance perspective, the program’s alignment (high at-risk mix, clawbacks, independent consultant) and the active shareholder engagement history mitigate concerns, but investors evaluating alignment should weigh metric design (relative TSR vs. absolute ROACET1), the impact of industry-wide adjustments, and the extent of discretionary adjustments by the Committee. Overall, management frames the proposal as an affirmation of a structured, performance‑oriented compensation framework intended to support retention and long-term shareholder value creation, while reserving the Committee’s ability to exercise limited discretion in exceptional circumstances.
Ratify the Audit Committee’s selection of KPMG LLP as the independent registered public accounting firm for Associated Banc-Corp for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.63% | 12,662,462 | $327M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.56% | 10,881,788 | $281M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.74% | 9,525,796 | $246M |
| 4 | STATE STREET CORP | 5.40% | 8,961,442 | $232M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 7,127,897 | $184M |
| 6 | BlackRock, Inc. | 3.79% | 6,284,532 | $163M |
| 7 | FIRST TRUST ADVISORS LP | 3.60% | 5,971,227 | $154M |
| 8 | LSV ASSET MANAGEMENT | 2.30% | 3,819,247 | $99M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.17% | 3,598,173 | $93M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.01% | 3,337,021 | $86M |
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