DEF: Associated Banc-Corp Sets 2026 Annual Meeting, Board Changes

Associated Banc-Corp announces its 2026 Annual Meeting of Shareholders, featuring director elections, executive compensation advisory vote, and auditor ratification, alongside board member retirements and strong 2025 financial performance.

Summary

• The Annual Meeting of Shareholders will be held virtually on Tuesday, April 28, 2026, at 11:00 a.m. (CDT).
• Shareholders will vote on the election of 10 individuals to serve as directors, the advisory approval of named executive officer (NEO) compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026.
• Three current directors, R. Jay Gerken, Robert A. Jeffe, and Gale E. Klappa, will not be standing for re-election due to reaching the age of 75, in accordance with the company's corporate governance guidelines.
• The company reported record Annual Net Income Available to Common Equity of $463 million for 2025.
• Key financial highlights for 2025 include 4.7% total loan growth, 11.6% total Commercial & Industrial (C&I) loan growth, 2.6% total deposit growth, 3.5% core customer deposit growth, 14.7% Net Interest Income growth, and 25 basis points Net Interest Margin expansion.
• Associated Banc-Corp announced the acquisition of American National Corporation, which is expected to expand its presence in attractive markets like Omaha and the Twin Cities.
• The 2025 Management Incentive Plan (MIP) achieved 128% of its target performance.
• The 2023-2025 Long-Term Incentive Performance Plan (LTIPP) resulted in a payout of 99.85% of target, with the Compensation and Benefits Committee exercising discretion to adjust the Return on Average Tangible Common Equity (ROATCE) target due to industry-wide interest rate volatility.
• Shareholders demonstrated strong support for the executive compensation program, with over 97% of votes cast in favor of the 2025 say-on-pay proposal.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to strong 2025 financial results, strategic growth initiatives including an acquisition, and robust corporate governance practices, despite some discretionary adjustments to long-term incentive targets.

Positives

• Achieved record Annual Net Income Available to Common Equity of $463 million in 2025.
• Demonstrated strong organic growth with 4.7% total loan growth and 11.6% total C&I loan growth in 2025.
• Reported positive deposit trends with 2.6% total deposit growth and 3.5% core customer deposit growth in 2025.
• Experienced significant Net Interest Income growth of 14.7% and Net Interest Margin expansion of 25 basis points in 2025.
• Announced the strategic acquisition of American National Corporation, expected to accelerate growth and expand market presence.
• The 2025 Management Incentive Plan (MIP) achieved 128% of its target performance, reflecting strong execution against strategic growth initiatives.
• Received strong shareholder support for the executive compensation program, with over 97% approval in the 2025 say-on-pay vote.
• Implemented robust human capital initiatives, including strengthened talent practices, expanded professional development opportunities, and high colleague engagement (90% participation in annual survey).
• The 2023-2025 LTIPP Relative Total Shareholder Return (TSR) achieved 112.5% (56th percentile), outperforming the median of the KBW Nasdaq Regional Banking Total Return Index.

Negatives

• The 2023-2025 LTIPP ROATCE performance would have been below threshold without discretionary adjustment by the Compensation and Benefits Committee, necessitated by significant industry-wide interest rate volatility.
• The 2023 and 2024 financial results were impacted by nonrecurring items associated with balance sheet repositionings and certain FDIC assessments, which required adjustments for comparative analysis.

Risks

• Inherent risks in incentive compensation programs, if not properly designed, could encourage unnecessary and excessive risk-taking or a focus on short-term results at the expense of long-term value.
• Market risks related to interest rate volatility, as evidenced by the impact on ROATCE targets for the 2023-2025 LTIPP, can affect financial performance.
• Risks associated with mergers and acquisitions, such as the American National Corporation acquisition, including integration challenges and potential failure to realize expected synergies.
• Information Technology/Cyber Security risks are an ongoing concern requiring continuous Board direction and oversight.
• Regulatory risks are present due to the increasing regulation of the banking industry and publicly traded corporations.

Future Outlook

The company enters 2026 with a sustainable organic growth strategy, enhanced profitability, solid capital generation, and consistently sound credit metrics. This strong position is expected to deliver sustained earnings growth and long-term shareholder value. The announced acquisition of American National Corporation is anticipated to complement and accelerate this growth strategy by expanding the company's presence in key markets.

Management Comments

• "We enter 2026 with a sustainable organic growth strategy, enhanced profitability, solid capital generation, and consistently sound credit metrics. We have the talent, product set, and value proposition to continue building organic momentum."
• "This progress reflects the dedication and expertise of our colleagues, whose daily efforts power our execution."
• "This Committee and Associateds leadership team remain committed to shareholder engagement and to the ongoing evaluation of our executive compensation program to ensure alignment with shareholder interests."
• "As we look ahead, our focus remains on disciplined execution, responsible growth, and long-term value creation."

Industry Context

StockSavvy.ai notes that Associated Banc-Corp's strong 2025 financial performance, including record net income and robust loan and deposit growth, positions it favorably within the regional banking sector. The strategic acquisition of American National Corporation indicates a proactive approach to market expansion and consolidation, a common trend among regional banks seeking to enhance scale and competitive positioning in attractive markets. The use of Relative TSR against the KBW Nasdaq Regional Banking Total Return Index (^KRXTR) in executive compensation aligns with industry best practices for linking executive pay to peer-relative performance.

Comparison to Industry Standards

• The CEO's total target direct compensation for 2025 approximates the median when compared to the company's peer group of 21 bank holding companies, which range in asset size from approximately $18.7 billion to $75.0 billion (median asset size of $44 billion vs. Associated's $45.2 billion).
• The 2023-2025 LTIPP Relative TSR achievement of 112.5% (56th percentile relative to the KBW Nasdaq Regional Banking Total Return Index) indicates above-median performance compared to regional banking peers.
• The company's ROATCE result decreased by 97 basis points over the 2023-2025 period, which was a better relative performance compared to the KRXTR median decrease of approximately 223 basis points over the same period, demonstrating resilience in a volatile interest rate environment.
• The 97% shareholder approval for the 2025 say-on-pay proposal indicates strong alignment with shareholder expectations regarding executive compensation, which is a key corporate governance benchmark.

Management Changes

Corporate Governance

Related Party Transactions

• Loans and banking transactions were conducted with certain officers, directors, members of their families, and affiliated companies in the ordinary course of business since the beginning of fiscal year 2025. These transactions were on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loans with unaffiliated persons, and did not involve more than the normal risk of collectability or present other unfavorable features. At December 31, 2025, the aggregate principal amount of such loans outstanding was $5.1 million, representing 0.10% of consolidated stockholders equity.
• Associated Banc-Corp made aggregate financial commitments of $1.0 million, $1.1 million, and $3.0 million to Generation Growth Capital Fund I, II, and III, respectively, which are private equity funds managed by Generation Growth Capital, Inc., a firm founded and managed by director Cory L. Nettles. These investments were made in the ordinary course of business and on the same terms as other investors in the funds, with investments made after Mr. Nettles joined the Board reviewed and approved by the Corporate Governance and Social Responsibility Committee (without Mr. Nettles' participation).
• In February 2022, Generation Growth Capital leased office space in the Associated Bank River Center in Milwaukee, Wisconsin, from Milwaukee Center Management, LLC, a subsidiary of Associated. The lease provides for total payments of $0.3 million over a ten-year term, based on a minimum annual rent of $28,250 plus annual payments for common area maintenance and real estate taxes. The Corporate Governance and Social Responsibility Committee reviewed and approved the terms, determining they were no less favorable to Associated than those obtainable from an unaffiliated party.

Stakeholder Impact

• **Shareholders**: Directly impacted by the Annual Meeting's voting items (director elections, executive compensation, auditor ratification). Potential for increased shareholder value due to strong financial performance, strategic acquisition, and executive compensation aligned with long-term value creation. Board refreshment through age-based retirements may bring new perspectives.
• **Employees (Colleagues)**: Benefit from robust human capital programs, including leadership development, professional development opportunities, and a comprehensive Total Rewards program designed to support well-being, financial security, flexibility, and career growth. Executive compensation programs are designed to attract, retain, motivate, and reward highly qualified talent.
• **Customers**: Expected to benefit from a strengthened competitive position, deepened customer relationships, and an enhanced value proposition, particularly with the expansion into new markets through the American National Corporation acquisition.
• **Management**: Executive compensation is tied to company performance through short-term and long-term incentive plans, with clear guidelines and risk mitigation policies. Opportunities for leadership development and career pathing are emphasized.
• **Regulatory Authorities**: The company demonstrates compliance with SEC rules, NYSE listing standards, and banking industry regulations, with the Audit Committee overseeing bank regulatory compliance and internal controls.

Next Steps

• Shareholders are invited to attend and vote at the Annual Meeting on April 28, 2026, on matters including director elections, NEO compensation, and auditor ratification.
• The company will proceed with the integration of American National Corporation following its acquisition.
• Management will continue its focus on disciplined execution, responsible growth, and long-term value creation.
• The Compensation and Benefits Committee will continue the ongoing evaluation of the executive compensation program to ensure alignment with shareholder interests.
• The Board will conduct its annual internal self-assessment process, with an outside advisory service assessment approximately every three years to review competencies and overall effectiveness.

Key Dates

Recommendation

The filing presents a strong financial picture for 2025, including record net income and robust growth across key banking metrics. The strategic acquisition of American National Corporation signals proactive growth and market expansion. While there was a discretionary adjustment to a long-term incentive target, the overall executive compensation structure is well-aligned with performance and received high shareholder approval. These factors, combined with sound corporate governance and a positive outlook for 2026, suggest the company is well-positioned for continued success, making it an attractive investment.

Keywords

Associated Banc-Corp, ASB, Proxy Statement, Annual Meeting, Executive Compensation, Director Election, Corporate Governance, Financial Performance, Banking, Regional Bank, Shareholder Vote, KPMG LLP, American National Corporation, Acquisition, Net Income, Loan Growth, Deposit Growth, Net Interest Margin, ROACET1, TSR, Risk Management, Human Capital