ASSOCIATED BANCORP (ASB)
Sector: Financials
2026 Annual Meeting Analysis
ASSOCIATED BANCORP · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2017 with strong investment and risk management credentials; TSR underperformance trigger does not apply (ASB's 3-year return of +34.1% exceeds the 65pp threshold against peer median gap of only -14.7pp); no overboarding, attendance, or independence concerns identified.
Director since 2019 with extensive CEO and board experience at a large global company; TSR trigger does not apply; qualifies as an audit committee financial expert and no independence or attendance concerns identified.
CEO and director since 2021 with deep banking industry experience; TSR trigger does not apply given the -14.7pp gap against peer median is well below the 65pp threshold for strong positive absolute TSR; evaluated independently of Say on Pay per policy.
Director since 2024, joined fewer than 24 months ago and is therefore exempt from the TSR underperformance trigger under policy; brings relevant financial services and human resources experience.
Director since 2007 with extensive CFO experience at public and private companies and strong corporate governance credentials; TSR trigger does not apply; no independence, overboarding, or attendance concerns identified.
Director since 2024, joined fewer than 24 months ago and is therefore exempt from the TSR underperformance trigger; brings relevant HR leadership and legal experience from large global companies.
Director since 2013 with strong legal and private equity background; TSR trigger does not apply; no overboarding, attendance, or independence concerns identified, and related-party transactions with his fund were reviewed and approved by independent directors.
Director since 2024, joined fewer than 24 months ago and is therefore exempt from the TSR underperformance trigger; brings relevant operational and financial services experience from NCR and other companies.
Director since 2004 with finance, accounting, and M&A experience; qualifies as an audit committee financial expert; TSR trigger does not apply given the peer gap of -14.7pp is well below the 65pp threshold; no overboarding or attendance concerns.
Board Chairman since 2011 with a 37-year banking career; TSR trigger does not apply; qualifies as an audit committee financial expert and no independence, overboarding, or attendance concerns identified.
All 10 director nominees receive a FOR vote. ASB's 3-year absolute total shareholder return of +34.1% falls in the strong-positive tier, and the company's underperformance versus its disclosed peer group median is only 14.7 percentage points — well below the 65-point threshold required to trigger an AGAINST vote. Three directors (Jones-Tyson, Ludgate, Sullivan) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, material attendance failures, independence violations, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Andrew J. Harmening
Total Comp
$6,354,626
Prior Support
97%%
The prior year Say on Pay vote received over 97% support, reflecting strong shareholder endorsement, and no concerns were raised during the company's fall 2025 shareholder outreach. The CEO's total compensation of approximately $6.35 million is reasonable for a regional bank CEO at a $4 billion market-cap company, with 80% of his pay tied to variable performance-based components — well above the policy's 50-60% minimum threshold. Pay-for-performance alignment is solid: the 2025 short-term bonus paid out at 128% of target based on record net income, and the completed 2023-2025 long-term performance plan paid out at approximately 100% of target using relative total shareholder return and return on equity metrics, with the company finishing at the 56th percentile on TSR against regional banking peers — consistent with actual shareholder outcomes over the period.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,225,000
Non-Audit Fees
$992,217
Non-audit fees paid to KPMG in 2025 totaled approximately $992,217 (audit-related fees of $142,000 plus tax fees of $850,217), compared to audit fees of $2,225,000, producing a non-audit fee ratio of approximately 44.6% — which is within the 50% threshold. Wait: recalculating — $992,217 / $2,225,000 = 44.6%, which is below 50%, so the trigger does NOT fire. Correcting the vote to FOR: KPMG's non-audit fees represent approximately 44.6% of audit fees, which is within the policy's 50% limit; auditor tenure is not disclosed so no tenure trigger can fire; and no material restatements were identified, making ratification appropriate.
Overall Assessment
Associated Banc-Corp's 2026 annual meeting presents three straightforward proposals: all 10 director nominees receive a FOR vote as the company's TSR underperformance versus peers falls well short of the trigger threshold and no governance red flags were identified; Say on Pay receives a FOR vote given strong prior-year shareholder support, a pay mix heavily weighted toward performance-based compensation, and incentive outcomes that tracked actual business results; and auditor ratification of KPMG receives a FOR vote as non-audit fees represent approximately 44.6% of audit fees, below the 50% independence-concern threshold, with no disclosed restatements or tenure concerns triggering a negative vote.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing