ASSOCIATED BANC-CORP (Form: 8-K, Received: 06/15/2022 16:20:44)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 15, 2022

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin

001-31343

39-1098068

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

433 Main Street Green Bay, Wisconsin 54301

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (920) 491-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	ASB	New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum Perp Pref Stock Srs E	ASB PrE	New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum Perp Pref Stock Srs F	ASB PrF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2022, Associated Banc-Corp (the “Company”) announced that Derek Meyer has been appointed to the position of Executive Vice President, Chief Financial Officer of the Company and its subsidiaries, effective August 1, 2022 (the “Start Date”). Mr. Meyer, age 55, has been the Executive Vice President and Corporate Treasurer of Huntington National Bank (“Huntington”) since July 2019. He served as the Executive Vice President & Director, Financial Planning & Analysis of Huntington from January 2011 to June 2019, and as its Senior Vice President & CFO, Retail & Business Banking & Home Lending from 2006 until December 2010.

Mr. Meyer will succeed the Company’s current Executive Vice President, Chief Financial Officer, Christopher J. Del Moral-Niles, who announced his planned retirement from the Company in January 2022. Mr. Del Moral-Niles will continue in his current role until Mr. Meyer’s Start Date.

Mr. Meyer does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.

In connection with his appointment, the Company and Mr. Meyer entered into an employment offer letter agreement dated May 27, 2022 (the “Offer Letter”) setting forth the terms of his employment. Under the Offer Letter, Mr. Meyer will be entitled to the following compensation:

·Annualized base salary (“Base Salary”) for 2022 of $490,000, subject to annual review and adjustment by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors.

·Eligibility to earn an annual cash incentive, targeted at 75% of his Base Salary then in effect. For 2022, his target annual incentive bonus will be 75% of his Base Salary prorated based on his Start Date. His actual incentive payment amount will be calculated and based on the attainment of the Company’s and/or individual performance objectives as established each year under the Company’s Management Incentive Plan. The Compensation Committee may change his target annual incentive in future years.

·Eligibility for an annual equity grant in 2023 with a grant date fair value equal to 110% of Mr. Meyer’s then-current Base Salary. For 2023, equity grants will be made in the form of time-based restricted stock units (25% of the award, with vesting ratably annually over four years) and performance-based restricted stock units (75% of the award, with vesting over a three-year performance period). The Compensation Committee may change the mix, weighting, vesting and/or form of awards in the future.

·A Start Date “sign-on” grant of restricted stock units (the “Sign-on Grant”) with a value equal to $1,231,000. The Sign-on Grant will be in the form of both performance-based restricted stock (40% of the award, tied to the Company’s 2022 Long-Term Incentive Plan, vesting in 2026) and time-based restricted stock (60% of the award, vesting ratably annually over three years). The number of shares subject to the Sign-on Grant will be determined by dividing the value of the grant by the average of the closing prices of the Company’s stock for the ten trading days ending immediately prior to the Start Date.

·During his employment, Mr. Meyer will be eligible for the Company’s then-current employee benefits programs applicable to senior executives, subject to all plan terms and eligibility requirements, along with limited reimbursement for relocation expenses. He will also be eligible for the Company’s standard form of Change in Control Agreement at the Company’s Executive Leadership Team level.

·A sign-on bonus of $150,000 to be paid within the first 30 days of Mr. Meyer’s employment, subject to a pro-rated reimbursement schedule if Mr. Meyer voluntarily leaves the Company for any reason prior to completing one year of service.

The foregoing summary of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

On June 15, 2022, the Company issued a press release announcing the appointment of Mr. Meyer as Executive Vice President, Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1Offer Letter Agreement between Associated Banc-Corp and Derek Meyer, dated May 27, 2022

99.1Press Release issued by Associated Banc-Corp on June 15, 2022

104Cover Page Interactive Date File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Associated Banc-Corp
	(Registrant)


Date: June 15, 2022	By: /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT 10.1

ASSOCIATED BANC-CORP
433 Main Street

Green Bay, Wisconsin 54301

May 26, 2022

Mr. Derek Meyer

Dear Derek:

I am pleased to offer you employment with Associated Banc-Corp (the “Company”) pursuant to the terms set forth in this letter agreement (the “Agreement”), and conditioned upon your satisfactory completion of certain requirements, as forth herein.

1.The following outlines the general terms of our offer:

Position/Duties: Your position will be Executive Vice President, Chief Financial Officer (the “CFO”) of the Company and its subsidiaries (“Associated”). You will report directly to the President and Chief Executive Officer (“CEO”), Andy Harmening, with duties assigned by the CEO and the Board of Directors of the Company (the “Board”) consistent with your title and your role with the Company.

Start Date:We would like you to commence your employment with Associated as soon as possible. You agree to provide your current employer with notice as soon as possible but no later than the next business day after acceptance of this offer. As time is of the essence for Associated, you agree to commence your employment with Associated no later than August 1 (the date you begin employment with Associated is your “Start Date”). If you are unable to begin employment with Associated by the Start Date, the offer of employment shall be revoked, and this Agreement shall be deemed null and void.

Base Salary:Your annualized base salary (“Base Salary”) for 2022 will be $490,000, to be earned and payable in accordance with Associated’s normal payroll cycles. The Compensation Committee of the Board (the “Compensation Committee”) will review your Base Salary annually and may adjust your Base Salary in future years.

Annual Incentive:During each year of your employment, you will be eligible to earn an annual cash incentive, targeted at 75% of your Base Salary then in effect. For 2022, your annual incentive bonus will be 75% of your Base Salary prorated based on your start date. Your actual incentive will be calculated and based on the attainment of Associated’s and/or individual performance objectives as established each year under Associated’s Management Incentive Plan. The Compensation Committee may change your target annual incentive in future years.

Long-term Incentive:You will be eligible for an annual equity grant in 2023 with a grant date fair value (as determined under GAAP) equal to 110% of your then Base Salary. For 2023, equity grants will be made in the form of time vested restricted stock units (25% of the award, with vesting ratably annually over 4 years) and performance vesting restricted stock units (75% of the award,

with vesting over a 3-year performance period). Awards will be subject to, and governed by, Associated’s 2020 Incentive Compensation Plan. The Compensation Committee may change the mix, weighting, vesting and/or form of awards in the future.

Sign-on Grant: On your Start Date, the Company will grant you certain restricted stock units (the “Sign-on Grant”). The Sign-On Grant will have a value of $1,231,000. The Sign-on Grant will be in the form of both performance-based (40% of the award, tied to the 2022 Long-Term Incentive Plan, vesting in 2025) and time-based (60% of the award, with vesting ratably annually over 3 years) restricted stock. Awards will be subject to, and governed by, Associated’s 2020 Incentive Compensation Plan. The number of shares subject to the Sign-on Grant will be determined by dividing the value of the grant by the average of the closing prices of the Company’s stock for the ten trading days ending immediately prior to your Start Date.

Benefits:During your employment, you will be eligible for Associated’s then-current employee benefits programs applicable to senior executives of Associated generally (including, 401(k) plan, our Retirement Account Plan, Supplemental Executive Retirement Plan, medical, dental, and vacation or paid time-off policies or programs), subject to all plan terms and eligibility requirements. Any benefits for which you may be eligible will be more fully described in the applicable plan summaries and related documents. Associated reserves the right to change, discontinue or amend its benefit programs and policies at any time. Associated will reimburse you for up to $150,000 of reasonable expenses incurred by you in relocating to Wisconsin (including moving, temporary housing and other expenses incurred with selling your home in Columbus, OH) Such reimbursements will require appropriate documentation under Associated’s expense reimbursement policies.

Sign-on Bonus:As part of your offer of employment, Associated Bank will pay a $150,000 signing bonus to you within the first 30 days of employment. In the event you voluntarily leave the company for any reason before completing one year of service, the signing bonus must be repaid per the following pro-rated schedule.

Months of EmploymentPro-rated Schedule

1 to 3100%

4-675%

7-950%

10-1225%

At-Will Employment:Your employment at Associated is “at will.” This means that you may resign from Associated at any time for any reason and Associated has the right to terminate your employment relationship with or without cause at any time. Neither this Agreement nor any other communication, written or oral, should be construed as a contract of employment for any particular duration.

Change of Control:You will be eligible for our standard form of Change in Control Agreement at the Executive Leadership Team level (two times level).

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2.You represent that your acceptance of employment with Associated, and the performance of your duties for Associated, does not and will not constitute a breach of or conflict with any agreement or covenant you may have with any current or former employer, including an agreement to keep in confidence any proprietary information of another entity that has been acquired by you in confidence or in trust.

3.This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Wisconsin, without reference to the principles of conflicts of law or choice of law of the State of Wisconsin, or any other jurisdiction, and where applicable, the laws of the United States.

4.The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

5.By signing below, you acknowledge and agree to the terms of our offer and the terms this Agreement.

6.This Agreement, the Change in Control Agreement, and the grant agreement reflecting your Sign-On Grant (to be consistent with the provisions of this Agreement), are intended to be the final expression of our agreements with respect to the subject matter hereof and supersede, cancel and annul all prior understandings and agreements, whether written or oral. To the extent that the terms of the Sign-On Grant agreement are inconsistent with the provisions of this Agreement, this Agreement shall control.

7.This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by .pdf, .jpeg, or other electronic means will be accepted as an original.

Signature page follows.

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Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding and acceptance of the terms set forth herein.

Sincerely,

ASSOCIATED BANC-CORP, INC.

/s/ Andrew J. Harmening

By: Andrew J. Harmening

Its: President and Chief Executive Officer

Agreed and Accepted:

/s/ Derek Meyer

Derek Meyer

Dated: May 27, 2022

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EXHIBIT 99.1

News Release

Media Contact: Jennifer Kaminski

Vice President | Public Relations Senior Manager

920-491-7576 | Jennifer.Kaminski@AssociatedBank.com

Investor Contact: Ben McCarville
Vice President | Director of Investor Relations
920-491-7059 | Ben.McCarville@AssociatedBank.com

Associated Banc-Corp announces executive leadership appointments

Derek Meyer will join Associated on August 1^st as Chief Financial Officer

Bryan Carson will join Associated on July 18^th as Chief Product and Marketing Officer

GREEN BAY, Wis., June 15, 2022 – Associated Banc-Corp (NYSE: ASB) (“Associated”) today announced two key appointments to its executive leadership team. Derek Meyer, 55, will join Associated as the Company’s next Chief Financial Officer, effective August 1, 2022. He will succeed Christopher J. Del Moral-Niles, who announced his planned retirement from Associated earlier this year. In addition, Bryan Carson, 52, will assume the role of Chief Product and Marketing Officer, effective July 18, 2022.

Andrew Harmening, President and Chief Executive Officer, said, “Today’s appointments are important steps in supporting our current growth strategy and will drive Associated forward on our path of value creation. Adding Derek and Bryan to our team will further bolster our ability to generate deposits and create liquidity, while helping us execute our multi-year digital transformation.”

Finance

Meyer brings over 30 years’ experience in banking including 21 years in finance and 12 years in retail and commercial roles. Most recently he served as Corporate Treasurer of Huntington Bank. During his 22-year tenure at Huntington, Meyer held various senior leadership roles and was responsible for crucial finance functions, including treasury, financial planning and analysis, stress testing, mergers and acquisition due diligence, regulatory matters and process and controls implementation. He was also instrumental in driving the bank’s financial strategy, expanding revenue and positively impacting margins.

Harmening said, “Derek is a strategic financial leader with superb business acumen and a passion for team building. His superior track record of achievement across financial functions and deep understanding of the banking industry will be invaluable to our organization.”

“I am honored to be appointed CFO at a time of significant opportunity for Associated,” Meyer said. “I look forward to working with Andy, the executive leadership team, and the bank’s talented finance team to help the Company execute its strategic and financial priorities focused on value-added growth, investments and commitments to all stakeholders.”

Product and Marketing

Carson brings 30 years of experience in marketing, product development, pricing, analytics, and distribution within the financial services industry. Most recently he served as EVP of Deposit Products, Customer Segmentation, and Branch & ATM Distribution at Huntington Bank. Prior to that, he served as the bank’s Chief Marketing Officer and SVP of Deposit Products & Pricing. Carson also held senior roles at JPMorgan Chase as Marketing Director and MBNA Corporation as Marketing, Product, and Analytics Department Manager.

Harmening continued, “Bryan will lead our product development, marketing and customer experience and insights teams. His leadership and oversight of the Company’s commercial, consumer, and digital product strategies will help drive our digital transformation initiatives, identifying new pathways for deposit and liquidity generation. We are confident he will help us deploy innovative solutions and deliver a best-in-class service experience to our customers.”

“I am excited to join Associated, a premier financial brand in the Midwest markets and beyond, with an innovative platform and incredible culture of customer service,” Carson said. “I look forward to working with the team to drive product and marketing programs to support the Company’s growth and evolution to a digital-focused banking leader."

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $35 billion and is Wisconsin's largest bank holding company. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and loan production offices in Indiana, Michigan, Missouri, New York, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD-LOOKING STATEMENTS

Statements made in this press release which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” “target,” “outlook,” “project,” “guidance,” or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference.