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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 January 20, 2022, Associated Banc-Corp (the “Company”) announced
that Christopher J. Del Moral-Niles, Executive Vice President,
Chief Financial Officer of the Company, will retire from the
Company in 2022. In connection therewith, on January 19,
2022, the Company entered into an Early Retirement Agreement with
Mr. Niles (the “Retirement Agreement”). For purposes of the
Retirement Agreement, Mr. Niles’ “Retirement Date” will be the
first day of the month following the month in which the Company
appoints his successor, but in any case no earlier than March 1,
2022.
The Company will continue to pay him his regular base wages through
the last day of his employment with the Company. In addition,
Mr. Niles will retain all of his vested rights in the Company’s
401(k) plan, Supplemental Executive Retirement Plan and Retirement
Account; he will fully participate in the current management
incentive plan awards payable in February 2022, based on the
Company’s 2021 performance, consistent with other participating
executive officers; he will fully vest in the ordinary course in
all of his equity awards scheduled to vest in February 2022 in
accordance with their terms; he will receive other ordinary course
employee benefits and his full financial planning reimbursement for
calendar 2022; and he will have the right to participate, at his
expense, in the Company’s group health insurance plan, at his own
expense, in accordance with the mandates of COBRA.
If Mr. Niles does not exercise his right to revoke his acceptance
of the terms of the Retirement Agreement, in consideration of his
undertakings in the Retirement Agreement, the Company will pay him
the Retirement Payment (as defined below), subject to and
conditioned upon: (i) his not giving rise to “Cause” (as defined in
the Retirement Agreement) for termination through the Retirement
Date, (ii) his not voluntarily terminating his employment with the
Company prior to the Retirement Date; (iii) his continuing to
perform all of his duties and responsibilities in a manner
acceptable to the Company through the Retirement Date, (iv) his
assisting in the successful transition of his duties to his
successor, and (v) after the Retirement Date, but not later than
seven days following the Retirement Date, his signing a
post-retirement acceptance of the Retirement Agreement, and the
expiration of the applicable revocation period with respect to such
acceptance. The “Retirement Payment” will be a lump sum
payment of $975,000, paid in exchange for the forfeiture of any and
all of Mr. Niles’ unvested equity and equity-based awards as of the
retirement date. All of Mr. Niles’ outstanding vested equity
awards will continue to be governed by the terms of the equity
incentive plans under which they were granted, and his vested stock
options will expire according to the terms of the applicable stock
option award agreements and such equity incentive plans. Mr.
Niles’ undertakings in the Retirement Agreement include a customary
release and waiver of claims and customary post-termination
non-solicit, noncompete and other covenants.
The foregoing summary of the Retirement Agreement does not purport
to be complete and is subject to, and qualified in its entirety by,
the full text of the Retirement Agreement attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item
7.01Regulation FD Disclosure.
On January 20, 2022, the
Company issued a press release announcing the retirement of Mr.
Niles. A copy of the press release is being furnished
herewith as Exhibit 99.1
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
the liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing by the Company under the
Securities Act of 1933 or the Exchange Act.
Item
9.01Financial Statements and Exhibits.
(d)
Exhibits
10.1Retirement Agreement,
dated as of January 19, 2022, by and between Associated Banc-Corp
and Christopher J. Del Moral-Niles
99.1Press Release, dated as
of January 20, 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.
