ASB

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ASSOCIATED BANC-CORP
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

[ ]    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1.The election of 10 individuals recommended by the Board of Directors to serve as directors.

2.Advisory approval of Associated Banc-Corp’s named executive officer compensation.

3.The ratification of the selection of KPMG LLP as the independent registered public accounting firm for Associated Banc- Corp for the year ending December 31, 2023.

4.Such other business as may properly come before the meeting and all adjournments thereof.

Who May Vote:

You may vote if you were a shareholder of record on March 1, 2023.

How to Attend the Annual Meeting of Shareholders:

YOUR VOTE IS IMPORTANT.

GENERAL INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			4
NOMINEES FOR ELECTION TO OUR BOARD			4
DIRECTOR QUALIFICATIONS			8
BOARD DIVERSITY			8
DIRECTOR SKILLS AND EXPERIENCE MATRIX			9
RECOMMENDATION OF THE BOARD OF DIRECTORS			10
AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE			10
INFORMATION ABOUT THE BOARD OF DIRECTORS			11
BOARD COMMITTEES AND MEETING ATTENDANCE			11
SEPARATION OF BOARD CHAIRMAN AND CEO			13
DIRECTOR NOMINEE RECOMMENDATIONS			13
COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD			13
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			13
STOCK OWNERSHIP			14
SECURITY OWNERSHIP OF BENEFICIAL OWNERS			14
STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS			15
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT			15
COMMON STOCK			16
RESTRICTED STOCK UNITS			17
DEPOSITARY SHARES OF PREFERRED STOCK			18
OWNERSHIP IN DIRECTORS’ DEFERRED COMPENSATION PLAN			19
PROPOSAL 2: ADVISORY APPROVAL OF ASSOCIATED BANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION			20
RECOMMENDATION OF THE BOARD OF DIRECTORS			20
2022 ENVIRONMENTAL, SOCIAL & GOVERNANCE HIGHLIGHTS			21
LETTER TO SHAREHOLDERS			22
COMPENSATION DISCUSSION AND ANALYSIS			24
COMPENSATION AND BENEFITS COMMITTEE REPORT			40
EXECUTIVE COMPENSATION TABLES			40
DIRECTOR COMPENSATION			52
DIRECTORS’ DEFERRED COMPENSATION PLAN			52
DIRECTOR COMPENSATION IN 2022			53
DELINQUENT SECTION 16(a) REPORTS			54
RELATED PARTY TRANSACTIONS			54
RELATED PARTY TRANSACTION POLICIES AND PROCEDURES			54
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			56
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			56
RECOMMENDATION OF THE BOARD OF DIRECTORS			56
REPORT OF THE AUDIT COMMITTEE			57
OTHER MATTERS THAT MAY COME BEFORE THE MEETING			58
SHAREHOLDER PROPOSALS			58

PURPOSE

INTERNET AVAILABILITY OF PROXY MATERIALS

WHO CAN VOTE

QUORUM AND SHARES OUTSTANDING

REQUIRED VOTES

ABSTENTIONS AND BROKER NON-VOTES

HOW YOU CAN VOTE

REVOCATION OF PROXY

VIRTUAL MEETING INFORMATION

NOMINEES FOR ELECTION TO OUR BOARD

R. Jay Gerken
Director since 2014 Age: 71			Mr. Gerken is a director of 17 mutual funds with approximately $30 billion in assets associated with Sanford C. Bernstein Fund, Inc., the Bernstein Fund, Inc. and the AB Multi-Manager Alternative Fund, which are mutual fund complexes. Mr. Gerken served as the President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC from 2005 until June 2013. During that period, he was also the President and a director of the Legg Mason and Western Asset mutual funds complexes with combined assets in excess of $100 billion. Previously, Mr. Gerken served in a similar capacity at Citigroup Asset Management Mutual Funds from 2002 to 2005. Mr. Gerken’s qualifications to serve as a director of Associated, member of the Audit Committee and of the Enterprise Risk Committee include his extensive investment and financial experience, as well as his executive leadership roles at several large mutual funds. Mr. Gerken is certified as a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. As a Chartered Financial Analyst with experience as a portfolio manager and in overseeing the preparation of financial statements, Mr. Gerken also meets the requirements of an audit committee financial expert.
Judith P. Greffin
Director since 2017 Age: 62			Ms. Greffin served as Executive Vice President and Chief Investment Officer at the Allstate Corporation (NYSE: ALL), the nation’s largest publicly held personal lines insurer, from 2008-2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990-2008. Ms. Greffin currently serves on the board of Church Mutual Insurance Company and Trustmark Mutual Holding Company. In addition, she serves on the boards of the Northwestern Medical Group, where she chairs the investment committee, and serves as a member of the audit committee of Northwestern Memorial Healthcare, the Field Museum of Natural History, where she chairs the finance committee, and DePaul University, where she serves as the chair of the investment committee. She serves as chair of the board of Growing Community Media, a publisher of local community journalism. She is also a member of the Miami University Foundation board of trustees where she serves as the chair of the investment committee and the Economic Club of Chicago. Ms. Greffin’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and the Trust Committee include her extensive investment, strategy and risk mitigation background as well as her executive leadership experience at a large publicly traded company. Ms. Greffin is also a Chartered Financial Analyst.

Michael J. Haddad
Director since 2019 Age: 56			Mr. Haddad is the Chair of the Board of Directors of Schreiber Foods, Inc., an employee-owned, international dairy company headquartered in Green Bay, Wisconsin, since October 1, 2019. He served as President and Chief Executive Officer of Schreiber Foods, Inc. from 2009 to 2019, having served in a number of positions of increasing responsibility with the company since 1995. Mr. Haddad is also a member of the Board of Directors of Bellin Health Systems, the Board of Directors of the Green Bay Packers, Inc. and the Board of Directors of the Innovation Center for US Dairy and the Board of Directors of the John and Ingrid Meng Family Foundation. Mr. Haddad’s qualifications to serve as a director of Associated and member of the Audit Committee and of the Trust Committee include his extensive experience as a CEO and board member of a large global food company with annual revenues over $5 billion, and his long-standing familiarity with the markets in which Associated is headquartered and serves. Mr. Haddad also meets the requirements of an audit committee financial expert.
Andrew J. Harmening
Director since 2021 Age: 53			Mr. Harmening joined Associated Banc-Corp as President and Chief Executive Officer in April 2021. Mr. Harmening has more than 25 years of industry experience. Prior to joining Associated, Mr. Harmening served as senior executive vice president, consumer and business banking director for Huntington Bank from 2017 to 2021. Mr. Harmening also held several key consumer, small business and commercial banking positions at Bank of The West from 2005 to 2017. Mr. Harmening’s qualifications to serve as a director and Chair of the Corporate Development Committee include his extensive experience in the banking industry and his significant senior management experience at large financial institutions.
Robert A. Jeffe
Director since 2011 Age: 72			Mr. Jeffe is a Senior Operating Partner at BlackWatch, which provides strategic and financial advisory services to growth stage companies focused in the fintech and cleantech industries. Mr. Jeffe also serves as the vice chairman of the Supervisory Board of Directors and is the Chair of the Audit Committee of Sono Motors GmbH, which is a German company developing solar electric vehicles. He served as Chairman of OAG Analytics, Inc., a data analytics and machine learning company for the oil and gas industry, from December 2017 to January 2021. Mr. Jeffe served as Co-Chairman and Co-Founder of Hawkwood Energy, a private oil and gas company based in Denver and focused on onshore exploration and production in the U.S. from February 2012 until June 2017. Mr. Jeffe was Chairman of the Corporate Advisory Group of Deutsche Bank from November 2004 until February 2011. Previously, Mr. Jeffe served as Senior Vice President of Corporate Business Development for General Electric Company from December 2001 to November 2004, and as a member of GE Capital’s board of directors from January 2002 to June 2004. Mr. Jeffe has more than 34 years of investment banking experience and prior to working at Deutsche Bank, he was with Morgan Stanley, Credit Suisse and Smith Barney (now Citigroup) serving at all three firms as Managing Director, Head of the Global Energy and Natural Resources Group, and a member of the Investment Banking Management Committee and Global Leadership Group. At Morgan Stanley, Mr. Jeffe also was Co-Head of Global Corporate Finance. Mr. Jeffe’s qualifications to serve as a director of Associated and chair of the Audit Committee and a member of the Corporate Development Committee and the Enterprise Risk Committee include his extensive investment banking and corporate finance experience, as well as his leadership roles at several large financial institutions and energy companies and his Board positions at these energy firms. Mr. Jeffe also meets the requirements of an audit committee financial expert.

Eileen A. Kamerick
Director since 2007 Age: 64			Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Ms. Kamerick has served as Chief Financial Officer at several leading companies, Houlihan Lokey, Heidrick & Struggles International, Inc., Leo Burnett, and BP Amoco Americas. She also currently serves on the board of directors of Hochschild Mining, plc (LON:HOC), serves as an independent director for VALIC Company I, is an independent director of 18 closed-end mutual funds in the Legg Mason mutual fund complex, and serves as independent director for ACV Auctions (NASDAQ:ACVA). She will not stand for re-election to the Hochschild Mining, plc board in May 2023. She previously was a trustee for the 24 AIG and Anchor Trust Funds from January 2018 until December 2021. Ms. Kamerick has formal training in law, finance, and accounting. Ms. Kamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance and Social Responsibility Committee and member of the Compensation and Benefits Committee and the Corporate Development Committee include her executive level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification. In addition, Ms. Kamerick has earned the CERT, Certificate in Cybersecurity Oversight. In 2022, Ms. Kamerick also attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick was recognized as an NACD Directorship 100 honoree. Although Ms. Kamerick is not currently serving on Associated’s Audit Committee, she meets the requirements of an audit committee financial expert.
Gale E. Klappa
Director since 2016 Age: 72			Mr. Klappa is the Executive Chairman of WEC Energy Group (NYSE: WEC) of Milwaukee, Wisconsin, one of the nation’s premier energy companies. Mr. Klappa was Chairman and Chief Executive Officer of WEC from October 2017 until February 2019, and served as non-executive Chairman from May 2016 until October 2017. Mr. Klappa served as Chairman and Chief Executive Officer of WEC from June 2015 until May 2016. Mr. Klappa had served as Chairman and Chief Executive Officer of Wisconsin Energy and We Energies from May 2004 until June 2015. Previously, Mr. Klappa was Executive Vice President, Chief Financial Officer and Treasurer of Southern Company (NYSE: SO) in Atlanta, Georgia and also held the positions of Chief Strategic Officer, North American Group President of Southern Energy Inc., Senior Vice President of Marketing for Georgia Power Company, a subsidiary of Southern Company and President and Chief Executive Officer of South Western Electricity, Southern Company’s electric distribution utility in the United Kingdom. Mr. Klappa also serves as a director of Badger Meter Inc. (NYSE: BMI) and is co-chair of the Milwaukee 7, a regional economic development initiative. He is also an officer and member of the Executive Committee of the Metropolitan Milwaukee Association of Commerce and serves on the School of Business Advisory Council for the University of Wisconsin-Milwaukee. He will not stand for re-election to the Badger Meter Inc. board in April 2023. Mr. Klappa also served on the board of directors of Joy Global Inc. from 2006 until the company was acquired in 2017. Mr. Klappa’s qualifications to serve as a director of Associated, chair of the Compensation and Benefits Committee, and member of the Corporate Governance and Social Responsibility Committee include his more than 40 years of management experience in large publicly traded companies, including over 25 years at a senior executive level, and his recognized leadership in the economic development of southeastern Wisconsin. Mr. Klappa also meets the requirements of an audit committee financial expert.

Cory L. Nettles
Director since 2013 Age: 53			Mr. Nettles is the Founder and Managing Director of Generation Growth Capital, Inc., a private equity fund. He was Of Counsel at Quarles & Brady LLP from 2007 to 2016. He previously served as Secretary for the Wisconsin Department of Commerce from 2002 to 2004. Mr. Nettles serves on the boards of Weyco Group, Inc. (NASDAQ: WEYS), Robert W. Baird’s Baird Funds, Inc. mutual fund complex, and several nonprofit organizations including the Medical College of Wisconsin, the Greater Milwaukee Foundation and the University of Wisconsin Foundation and Lawrence University. He previously served on the board of The Private Bank-Wisconsin. Mr. Nettles’ qualifications to serve as a director of Associated, chair of the Enterprise Risk Committee and member of the Corporate Governance and Social Responsibility Committee and Corporate Development Committee include his strong business background and legal experience.
Karen T. van Lith
Director since 2004 Age: 63			Ms. van Lith is founder and CEO of APEL Worldwide, LLC, an eCommerce investor. Prior to 2019, Ms. van Lith provided leadership for technology companies requiring transformative change. She served as Chief Executive Officer and a director of MakeMusic, Inc., a publicly held technology solutions company and as President and Chief Executive Officer of Gelco Information Network, a privately held provider of transaction and information processing systems. Ms. van Lith’s board experience includes serving as a director of E.A. Sween, a privately held company doing business as Deli Express, from August 2012 to December 2019, a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry from 2010 until its sale to Omnitracs in 2014, and a director of CNS, a publicly traded consumer goods company, from 2003 until its 2006 sale to GlaxoSmithKline. Ms. van Lith’s qualifications to serve as a director of Associated, Chair of the Trust Committee and a member of the Compensation and Benefits Committee include her education in finance and accounting along with her past and present directorship experience in both public and private companies. Ms. van Lith provides the board with a strong understanding of accounting and experience in financial roles of large publicly held companies. She was a CPA, has practiced with an international public accounting firm and has served in various executive capacities. She also meets the requirements of an audit committee financial expert.
John (Jay) B. Williams
Director since 2011 Age: 71			Mr. Williams is Chairman of the Board. He joined the Board of Directors in July 2011 following a 37-year career in banking. He is also past President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Mr. Williams’ banking career included experience with retail, commercial, private client, operations and technology along with mergers and acquisitions. He is Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions, on the board of the Medical College of Wisconsin and on the board of directors of Northwestern Mutual Wealth Management, a subsidiary of Northwestern Mutual. Mr. Williams is a member of the Corporate Development Committee. Mr. Williams’ qualifications to serve as Chairman of Associated include his vast experience in the banking industry, as well as having earned NACD Director Certification, his status as a NACD Board Leadership Fellow and having earned a NACD Certificate in Cybersecurity Oversight. Although Mr. Williams is not currently serving on Associated’s Audit Committee, Mr. Williams also meets the requirements of an audit committee financial expert.

DIRECTOR QUALIFICATIONS

BOARD DIVERSITY

DIRECTOR SKILLS AND EXPERIENCE MATRIX

RECOMMENDATION OF THE BOARD OF DIRECTORS

AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE

Associated’s Board has considered the independence of the nominees for election at the Annual Meeting and all individuals who served as directors during any portion of 2022, under the corporate governance rules of the NYSE. The Board has determined that all such directors are independent under the NYSE corporate governance rules, except for Mr. Harmening, President and Chief Executive Officer (“CEO”) of Associated. Mr. Harmening is not independent because he serves as an executive officer of Associated, and not because of any other transactions or relationships.

BOARD COMMITTEES AND MEETING ATTENDANCE

Name

Audit

Compensation and Benefits

Corporate Development

Corporate Governance and Social Responsibility

Enterprise Risk

Trust

R. Jay Gerken(1)

√

√

Judith P. Greffin

√

√

Michael J. Haddad(1)

√

√

Andrew J. Harmening*

chair

Robert A. Jeffe(1)

chair

√

√

Eileen A. Kamerick(1)

√

√

chair

Gale E. Klappa(1)

chair

√

Cory L. Nettles

√

√

chair

Karen T. van Lith(1)

√

chair

John (Jay) B. Williams(1)(2)

√

Number of Meetings

11

6

0

5

10

4

* President and Chief Executive Officer of Associated

(1)    The Board has determined that this director qualifies as an audit committee financial expert.

(2)    As Chairman of the Board, Mr. Williams may attend meetings of any Board committee.

SEPARATION OF BOARD CHAIRMAN AND CEO

DIRECTOR NOMINEE RECOMMENDATIONS

COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD

COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

Name and Address			Amount and Nature of Beneficial Ownership(1)			Percent of Class(2)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055			20,180,320(3)			13.38%
The Vanguard Group 100 Vanguard Boulevard     Malvern, PA 19355			15,551,573(4)			10.31%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746			10,842,604(5)			7.19%
FMR LLC 245 Summer Street Boston, MA 02210			8,982,818(6)			5.95%
State Street Corporation State Street Financial Center 1 Lincoln Street Boston, MA 02111			7,919,166(7)			5.25%

(1)    Shares are deemed to be “beneficially owned” by a person if such person, directly or indirectly, has or shares (a) the power to vote or to direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. In addition, a person is deemed to beneficially own any shares of which such person has the right to acquire beneficial ownership within 60 days.

(2)    Based on 150,865,438 shares of common stock outstanding as of February 15, 2023.

(3)    Based on an amended Schedule 13G filed on January 26, 2023, BlackRock, Inc. and certain affiliated entities have sole voting power with respect to 19,595,643 shares and sole dispositive power with respect to 20,180,320 shares.

(4)    Based on an amended Schedule 13G filed on February 9, 2023, The Vanguard Group, Inc. has shared voting power with respect to 128,180 shares, sole dispositive power with respect to 15,274,649 shares and shared dispositive power with respect to 276,924 shares.

(5)    Based on an amended Schedule 13G filed on February 14, 2023, Dimensional Fund Advisors LP (“DFA”) has sole voting power with respect to 10,652,019 shares and sole dispositive power with respect to 10,842,604 shares. DFA is a registered investment adviser to four investment companies and serves as investment manager or sub-adviser to various other clients (collectively, the “Funds”). In these roles, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of such shares. Dimensional disclaims beneficial ownership of such securities.

(6)    Based on a Schedule 13G filed on February 9, 2023, FMR LLC and certain subsidiaries have sole voting power with respect to 8,975,029 shares and sole dispositive power with respect to 8,982,818 shares.

(7)    Based on a Schedule 13G filed on February 1, 2023, State Street Corporation and certain subsidiaries have shared voting power with respect to 7,529,527 shares and shared dispositive power with respect to 7,919,166 shares.

STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

COMMON STOCK

Name of Beneficial Owner			Amount and Nature of Beneficial Ownership(1)			Shares Issuable Within 60 Days(2)			Percent of Class
Directors
Andrew J. Harmening			282,544			—			*
R. Jay Gerken			2,000			—			*
Judith P. Greffin			—			—			—
Michael J. Haddad			3,662			—			*
Robert A. Jeffe			—			—			—
Eileen A. Kamerick			4,957			—			*
Gale E. Klappa			—			—			—
Cory L. Nettles			—			—			—
Karen T. van Lith			15,008			—			*
John (Jay) B. Williams			21,907			—			*
Named Executive Officers
Derek S. Meyer			43,685			—			*
Christopher J. Del Moral-Niles(3)			84,324			—			*
John A. Utz			329,059			225,929			*
Randall J. Erickson			369,430			230,458			*
David L. Stein			313,097			182,792			*
All Directors and Executive Officers as a group (24  persons)			2,251,652			1,163,957			1.49%

*    Denotes percentage is less than 1%.

(1)    Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, or in the name of a trust or by minor children. Shares include shares issuable within 60 days of February 15, 2023 and vested and unvested service-based restricted stock.

(2)    Shares subject to options exercisable within 60 days of February 15, 2023.

(3)    Information is derived from Mr. Del Moral-Niles’ last Form 4 filed with the SEC on August 16, 2022, and from the Company’s most recent internal information.

RESTRICTED STOCK UNITS

Beneficial Owner			Number of RSUs
Directors
Andrew J. Harmening			458,091
R. Jay Gerken			36,638
Judith P. Greffin			16,867
Michael J. Haddad			5,499
Robert A. Jeffe			43,669
Eileen A. Kamerick			43,669
Gale E. Klappa			23,983
Cory L. Nettles			42,505
Karen T. van Lith			43,669
John (Jay) B. Williams			43,669
All Non-Employee Directors as a group			300,168

Beneficial Owner			Number of RSUs
Named Executive Officers
Derek S. Meyer			87,126
Christopher J. Del Moral-Niles(1)			—
John A. Utz			72,119
Randall J. Erickson			63,601
David L. Stein			65,088
All Executive Officers as a group (15 persons)			1,082,620

(1)Information is derived from Mr. Del Moral-Niles’ last Form 4 filed with the SEC on August 16, 2022, and from the Company’s most recent internal information.

DEPOSITARY SHARES OF PREFERRED STOCK

Name of Beneficial Owner			Amount and Nature of Beneficial Ownership(1)									Percent of Class
			Series E Preferred Stock			Series F Preferred Stock						Series E Preferred Stock			Series F Preferred Stock
Directors
Andrew J. Harmening			—			—						—			—
R. Jay Gerken			—			2,000						—			*
Judith P. Greffin			—			—						—			—
Michael J. Haddad			—			2,000						—			*
Robert A. Jeffe			—			—						—			—
Eileen A. Kamerick			—			—						—			—
Gale E. Klappa			2,000			2,000						*			*
Cory L. Nettles			—			—						—			—
Karen T. van Lith			—			—						—			—
John (Jay) B. Williams			—			—						—			—
Named Executive Officers
Derek S. Meyer			—			—						—			—
Christopher J. Del Moral-Niles(2)			—			—						—			—
John A. Utz			—			—						—			—
Randall J. Erickson			—			—						—			—
David L. Stein			4,000			—						*			—
All Directors and Executive Officers as a group (24 persons)			6,000			6,000						*			*

*    Denotes percentage is less than 1%.

(1)    Beneficial ownership includes shares with voting and investment power in those persons whose names are listed above or by their spouses or trusts. Some shares may be owned in joint tenancy, by a spouse, or in the name of a trust or by minor children.

(2)    Information is derived from Mr. Del Moral-Niles’ last Form 4 filed with the SEC on August 16, 2022, and from the Company’s most recent internal information.

OWNERSHIP IN DIRECTORS’ DEFERRED COMPENSATION PLAN

Beneficial Owner			Account Balance at February 15, 2023(1)									Equivalent Number of Shares of Common Stock
R. Jay Gerken			$615,164									25,441
Judith P. Greffin			615,164									25,441
Michael J. Haddad			801,011									33,127
Robert A. Jeffe			1,382,492									57,175
Eileen A. Kamerick			659,413									27,271
Gale E. Klappa			615,164									25,441
Cory L. Nettles			672,954									27,831
Karen T. van Lith			600,849									24,849
John (Jay) B. Williams			108,907									4,504
All Directors as a group			$6,071,118									251,080

(1)    Based on the closing price of $24.18 of the Common Stock as of February 15, 2023.

•A substantial portion of total executive compensation is variable and tied directly to Company performance.

•All long-term incentive compensation awards are in the form of Associated shares of stock.

•Equity awards are heavily weighted in the form of performance-based restricted stock units (75% of awards) and time-based restricted stock units (25% of awards) to align with shareholder value.

•We maintain stock ownership guidelines for each of our NEOs, which includes both a salary multiple and a post-vesting holding period.

•All incentive compensation awards are subject to a clawback policy.

•Our CEO and other executive officers do not have employment or severance agreements or arrangements, except as provided for in our change of control severance compensation plan, or COC Plan.

•We do not provide tax “gross-up” payments in connection with any excise tax or other tax liabilities for the NEOs (except in connection with relocation expenses).

•Our NEOs receive a limited number of perquisites.

•We have an independent Compensation and Benefits Committee.

•We utilize an independent external compensation consultant.

RECOMMENDATION OF THE BOARD OF DIRECTORS

2022 ENVIRONMENTAL, SOCIAL & GOVERNANCE HIGHLIGHTS

ECONOMIC AND SOCIAL IMPACT
•$649 million in investments and community development loans to provide additional resources to low- to moderate-income (“LMI”) and majority-minority communities						•23% of branches in LMI census tracts and 11% of branches in majority-minority communities
•$94 million in small business loans						•More than $770,000 raised for the United Way
•4,330 residential mortgages for approximately $820 million in loans to support LMI and minority homeownership						•Nearly 55,500 hours of recorded colleague volunteer time equal to $1.7 million in community service time1
•$3.1 million in grants to support Community Reinvestment Act (CRA) programming at various nonprofit organizations						•Satisfactory CRA Rating for the evaluation period of January 1, 2018, to December 31, 2020
(1) Community service time in dollars is calculated by using the Independent Sector national volunteer hour rate as of April 2022.

DIVERSITY, EQUITY & INCLUSION

Approximately 45% of colleagues participate in Colleague Resource Groups

86% of colleagues feel Associated values diversity and inclusion

HUMAN RIGHTS Adopted Human Rights Statement, focusing on providing a safe, diverse, equitable and inclusive environment for all stakeholders.

More than 99% of colleagues participate in Diversity, Equity & Inclusion training(2)

62% middle and executive management diversity(3)

40% board diversity(3)

(2) All active colleagues not on leave at year end. (3) Defined by gender, race or ethnicity.

LETTER TO SHAREHOLDERS

2022: Focusing on Growth

Last year was the first full year under the leadership of our CEO, Andrew Harmening. Mr. Harmening spent considerable time in 2021 immersing himself in the Company’s culture and understanding perspectives of shareholders, customers and colleagues. The insights he gained during his listening tour helped define our key growth initiatives for 2022, which focused on enhancing relationships and increasing profitability. Colleagues responded favorably to Mr. Harmening’s leadership and his focus on growing Associated’s business through teamwork. This resulted in a very successful year, as evidenced by the following strong financial results (1):

•Total Period End Loans - $28.8 billion (+19% vs. December 31, 2021)

•Total Period End Deposits- $29.6 billion (+4% vs. December 31, 2021)

•Revenue Before LTCC - $1,240 million (+17% vs. 2021)

•Pre-Tax Pre-Provision Income - $493 million (+41% vs. 2021)

•Net Income Available to Common Equity - $355 million (+6% vs. 2021)

•Earnings per share of $2.34 (+7% vs. 2021)

(1) Based on net income available to common equity.

Our 2022 growth initiatives were considered in our decision to update the metrics under the MIP, and our strong financial results were reflected in the MIP payouts. The 2022 MIP metrics focus on year-over-year growth related to net income, revenue and operating leverage. Our fiscal 2022 MIP awards paid out at 167% of target, which was aligned with our Company’s performance. Specifically, 2022 MIP refinements and year-end results are as follows:

•Retained Net Income After Tax metric (weighted 40%) to demonstrate bottom line profitability

–$366 million (173% achievement as a percent of target)

•Added Revenue Before Long-Term Credit Charge metric (weighted 30%) to focus on the strategic growth initiatives

–$1,240 million (150% achievement as a percent of target)

•Replaced Efficiency Ratio with Operating Leverage (weighted 30%) to ensure financial improvement by growing revenue faster than expenses

–12% full year (175% achievement as a percent of target)

•Made minor modifications to our peer group to ensure the comparison companies have a comparable business mix and median of total assets in alignment with those of the Company.

•Revised our Management Incentive Plan (MIP) metrics to align with our 2022 strategic vision and initiatives as outlined above.

•Revised our long-term incentive performance plan (LTIPP) metrics for the 2022-2024 performance period.

–Retained relative Total Shareholder Return (TSR) (weighted 50%) with a 100% of target maximum payout if absolute TSR is negative, regardless of relative performance versus peers, at the end of the three-year performance period

–Replaced relative three-year Return on Common Equity Tier 1 (ROCET1) with relative three-year Return on Average Tangible Common Equity (ROATCE) to measure profitability improvement (weighted 50%)

To join Mr. Harmening as a new member of our leadership team, the Board appointed Derek S. Meyer as Executive Vice President, Chief Financial Officer effective August 1, 2022. Mr. Meyer brings 30 years’ experience in banking, including 21

CD&A DIRECTORY

EXECUTIVE SUMMARY			24
OVERVIEW OF COMPENSATION METHODOLOGY			28
KEY COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 2022			30
SHORT-TERM INCENTIVE COMPENSATION			31
LONG-TERM INCENTIVE COMPENSATION			34
RISK MITIGATION POLICIES			36
OTHER BENEFIT PROGRAMS			37
COMPENSATION DECISIONS FOR 2023			38
COMPENSATION GOVERNANCE			39

EXECUTIVE SUMMARY

Our executive compensation program is designed to be significantly performance-based and aligned with shareholder objectives. We maintain an executive compensation program that allows us to attract, retain, motivate and reward highly qualified and talented executives who will enable us to execute on our strategic priorities, out perform our competitors and drive long-term shareholder value.

This Compensation Discussion and Analysis (“CD&A”) provides information on our executive compensation program. It discusses key objectives, policies, elements and designs of our compensation program and the considerations and reasons driving the Compensation and Benefits Committee (referred to in this section as the “Committee”) for fiscal year 2022. While the principles and objectives of our executive compensation program extend to our entire Executive Leadership Team (“ELT”), this CD&A primarily covers the compensation provided to our Named Executive Officers (“NEOs”) identified in the table below.

This CD&A should be read in conjunction with the accompanying compensations tables, corresponding footnotes and narrative discussion as they provide information and context to the compensation and disclosures.

Named Executive Officer			Title
Andrew J. Harmening			President and Chief Executive Officer (“CEO”)
Derek S. Meyer (1)			Executive Vice President, Chief Financial Officer
Christopher J. Del Moral-Niles (2)			Executive Vice President, Chief Financial Officer, Retired
John A. Utz			Executive Vice President, Head of Corporate Banking and Milwaukee Market President
Randall J. Erickson			Executive Vice President, General Counsel & Corporate Secretary
David L. Stein			Executive Vice President, Head of Consumer & Business Banking and Madison Market President

2022 Company Highlights

2022 Financial Highlights

Net Income After Tax (NIAT)

MIP Metric Net income of $366.1 million, was up compared with $351.0 million in 2021.

$366.1 million

Revenue Before Long-Term Credit Charge

MIP Metric Revenue Before Long-Term Credit Charge was up 17% over 2021 results.

$1,240 million

Operating Leverage

MIP Metric Operating Leverage of 12% improved 8 percentage points over 2021 Operating Leverage which excludes the impact from the 2020 gain on the sale of Associated Benefits and Risk Consulting (“ABRC”). 2022 Operating Leverage was achieved through Revenue Before Long-Term Credit Charge growth of 17% less Noninterest Expense growth of 5%.

12%

Loans | Deposits

$28.8 billion in period end loans was up 19% versus December 31, 2021. $29.6 billion in period end deposits was up 4% versus December 31, 2021.

$28.8 billion in Loans

$29.6 billion in Deposits

Dividends Per Common Share

Dividends per common share increased 7% to $0.81 in 2022, consistent with our focus on delivering value and returning capital to shareholders.

$0.81

    

•Enhanced our culture by partnering with colleagues to define our core values - Relentless Focus on People, Winning Spirit, Listen Then Act, and Achieving Together

•Expanded our in-house Diversity, Equity and Inclusion (DE&I) programs and have actively pursued initiatives for the betterment of our communities

•Focused on talent development with the creation of individual development plans for roll-out to all colleagues in 2023

•Received a 91% response rate in our annual workplace survey on key topics related to the overall health and culture of the Company which is well above the average response rate for commercial banks. The most common words used to describe the Company were inclusive, diverse and flexible

•Approximately one in four colleagues advanced their careers through internal promotions or lateral moves

•Received multiple corporate awards for top workplace, well-being and DE&I efforts, including the “Top Workplace National Cultural Excellence Awards for Employee Well-Being and Professional Development” (Energage) and “Best Place to work for LGBTQ+ Equality” (Corporate Equality Index). For a comprehensive list of Associated’s Recognitions and Awards, please refer to our 2022 Summary Annual Report.

NEO			2022 Base Salary(3)			2022 Target STI(3)			2022 Target LTI(3)			2022 Total Target Direct Compensation
Andrew J. Harmening			$	1,000,000		$	1,500,000		$	2,500,000		$	5,000,000
Derek S. Meyer(1)			$	490,000		$	367,500		$	539,000		$	1,396,500
Christopher J. Del Moral-Niles (Retired) (2)			$	505,000		$	378,750		$	—		$	883,750
John A. Utz			$	490,000		$	367,500		$	539,000		$	1,396,500
Randall J. Erickson			$	480,000		$	336,000		$	480,000		$	1,296,000
David L. Stein			$	435,000		$	326,250		$	478,500		$	1,239,750

(1) Reflects Mr. Meyer’s annual target LTI. Mr. Meyer was provided a sign-on equity award. Details of the award can be located in the section titled “Mr. Meyer’s 2022 One-Time New Hire Sign-On Equity Award” on page 35.

(2) Due to Mr. Del Moral-Niles’ retirement effective September 1, 2022, he was not approved for long-term incentives in 2022.

(3) Table indicates a full-year base salary, target STI and target LTI as of December 31, 2022.

•80% of the target total direct compensation for our President and CEO was performance-based, and

•64% of the average target total direct compensation for our other NEOs(1) was performance-based.

(1) Excludes Mr. Del Moral-Niles’ whose retirement was effective September 1, 2022.

What We Don’t Do:

Pay for performance by having a significant portion of executives’ compensation tied to Company performance and weighted toward the long-term.

X

Have excess perquisites (we limit perquisites to include only executive physicals, financial planning services, relocation and access to clubs only for business purposes).

Use long-term incentive pay that is denominated and delivered in equity and does not have a cash component.

X

Make tax gross-up payments in connection with excise tax or other tax liabilities except for relocation benefits.

Use robust incentive plan governance that is reviewed by internal key experts, by the Committee, and by an independent third party as needed.

X

Pay dividend equivalents before the end of the performance period on unvested performance stock. Dividends are calculated based on the number of shares awarded.

Retain an independent compensation consultant selected by the Committee for executive pay consultation.

X

Allow hedging or pledging of Company securities by executive officers, colleagues or directors.

Require a double trigger for vesting of equity awards and severance payments upon a change of control.

X

Have employment agreements with our NEOs.

Have a robust policy to clawback executive compensation in the event of a material restatement of financial statements.

X

Reprice stock options or Stock Appreciation Rights (SARs) without shareholder approval.

Hold an annual say-on-pay vote to solicit regular feedback from shareholders.

Hold proactive shareholder engagement meetings to solicit input on our pay program.

Require stock ownership for executives based on a salary multiple of stock and retention of a portion of shares after vesting.

Term			Number of Investors Invited			Percent Outstanding Shares			Invitations Accepted
Spring 2020			20			51%			6
Fall 2020			23			53%			11
Fall 2021			15			51%			3
Fall 2022			30			63%			2

OVERVIEW OF COMPENSATION METHODOLOGY

•Providing a balanced program that rewards individual actions and behaviors that support Associated’s mission, business strategies and performance-based culture without incentivizing unnecessary and/or excessive risk-taking;

•Targeting compensation at market-competitive median levels, while maintaining an overall compensation program that is aligned with and reflects the performance of Associated;

•Providing a competitive mix of short-term and long-term variable compensation; and

•Attracting and retaining executives whose judgment and leadership abilities result in overall success for Associated and increased value to our shareholders.

•Regional banks generally with asset size between 0.5x to 2.0x of Associated’s assets;

•An overall comparison of company structure and services; and

•How frequently the banks were selected as peers by other banks.

For 2022, based on the advice of our compensation consultant, the Committee refined the peer group to remove companies that grew in asset size due to merger and acquisition activities (People’s United and TCF Financial). Additionally, two new peers were added due to the companies having a comparable business mix to Associated (First Midwest Bancorp, Inc. and Fulton Financial Group). The added companies have total assets below the median. The companies selected for the 2022 peer group ranged in asset size from approximately $21.0 billion to approximately $81.5 billion. The median asset size of the companies in the peer group was approximately $36.7 billion, compared to Associated’s assets of $35.1 billion, as of December 31, 2021.

2022 Peer Group
BankUnited, Inc.			Fulton Financial Corporation			UMB Financial Corporation
BOK Financial Corporation			Hancock Whitney Corp			Umpqua Holdings Corporation
Commerce Bancshares, Inc.			Old National Bancorp			Valley National Bancorp
Cullen/Frost Bankers, Inc.			Pinnacle Financial Partners, Inc.			Webster Financial Corporation
East West Bancorp, Inc.			Prosperity Bancshares			Wintrust Financial Corporation
F.N.B Corporation			Sterling Bancorp			Zions Bancorporation
First Midwest Bancorp, Inc. (1)			Synovus Financial Corporation

KEY COMPONENTS OF TOTAL EXECUTIVE COMPENSATION FOR 2022

We design our executive compensation program to be significantly performance-based and aligned with shareholder objectives. In 2022 we provided our NEOs and other ELT members with total direct compensation in the form of base salary, short-term cash incentive awards, and long-term equity-based incentive awards. The key components of our executive pay program support the Committee’s philosophy of providing a balanced program of short- and long-term compensation that targets market-competitive pay levels to attract and retain top executive talent critical to executing our strategy and business priorities. To support Associated’s pay-for-performance philosophy, the Committee has used multiple compensation components that are a mix of both short- and long-term pay. The following chart depicts the Committee’s design decisions that create a competitive executive pay program.

TYPE			COMPONENT			PURPOSE			KEY FEATURES
Variable Compensation			Short-Term Incentive Awards			•Incent and reward executives for their contribution in generating exceptional annual performance, both financially and strategically •Incent collaboration among executives across different lines of business			•100% cash awards •Based on the achievement of financial goals established annually •2022 financial performance metrics: –Net Income After Tax (40% weight) –Revenue Before Long Term Credit Charge (30% weight) –Operating Leverage (30% weight) •Assessed against pre-determined goals to inform the actual pay-out with a defined minimum threshold, target, and maximum •Payout range from 0% to 175%
			Long-Term Incentive Awards			•Align the interests of executives and shareholders via equity incentive awards •Incent long-term decision making and meaningful value creation •Reward exceptional performance •Retain high-performing executives			•100% equity awards     (1) 75% PRSUs (Performance-based Restricted Stock Units) •Awarded to align the interests of executives with those of shareholders •Based on the achievement of financial goals established for a three-year performance period •2022-2024 financial performance metrics: –Relative TSR (50% weighted) –Relative ROATCE (50% weighted) •Vest upon achievement of defined performance goals at the end of the performance period •Payout range from 0% to 150% (2) 25% RSUs (Time-Based Restricted Stock Units) •Awarded to attract new talent and for the long-term retention of executives •Full value grants vest ratably over four years and support the stock ownership guidelines and long-term retention
Fixed Compensation			Base Salary			•Provide market competitive fixed compensation for performing the duties and responsibilities of the position •Attract and retain exceptional talent capable of performing in a growth environment			•Reviewed annually •Amounts are adjusted based on each executive’s role, scope, complexity, individual performance and competitive market trends

Composition of Total Compensation

			Base Salary			% Change			Short-Term Incentive Target $			% Change			Long-Term Incentive Target $			% Change
Andrew J. Harmening			$	1,000,000		—			$	1,500,000		—			$	2,500,000		—
Derek S. Meyer (1)			$	490,000		N/A			$	367,500		N/A			$	539,000		N/A
Christopher J. Del Moral-Niles (Retired) (2)			$	505,000		—			$	378,750		—			$	—		(100)%
John A. Utz			$	490,000		3.2%			$	367,500		3.2%			$	539,000		3.2%
Randall J. Erickson (3)			$	480,000		2.1%			$	336,000		10.0%			$	480,000		2.1%
David L. Stein			$	435,000		2.4%			$	326,250		2.4%			$	478,500		2.4%

SHORT-TERM INCENTIVE COMPENSATION

For 2022, the MIP metrics were refined to reflect the current business priorities of our new leadership and were viewed as an effective way to gauge the success of implementing the Company’s strategic vision. All three metrics selected for the 2022 MIP are critical to the success of the Company and align with creating value for shareholders, reinforcing the priorities of income growth and expense management. The 2022 and 2021 MIP metrics are summarized in the below following table. (Note: The 2021 NIAT results include an approximate $70 million benefit from negative provision for credit losses that was not expected and did not occur in 2022.)

METRIC

2021 WEIGHT

2021 RESULTS

2022 WEIGHT

RATIONALE

METRIC DEFINITION

Net Income After Tax (NIAT)

70%

$351M

40%

Retained - focuses on bottom-line results. This category was reduced from 70% to 40% to add Revenue Before LTCC as an additional category, creating a balanced plan focused on profitable growth.

Represents profit after most expenses (e.g., business costs, provision for loan losses, taxes) have been deducted from revenue. NIAT is a GAAP measure included in the Company’s Annual Report on Form 10-K Income Statement.

Revenue Before Long-Term Credit Charge (Revenue Before LTCC)

N/A

$1,058M

30%

Added - to directly align with our strategic initiatives to grow the bank.

Consists of Net Interest Income plus Noninterest income generated by Associated which can be found in the Income Statement.

Operating Leverage

N/A

3.5%

30%

Added - a measure of efficiency aimed at achieving revenue growth faster than expenses, encouraging a balanced focus on growth, not just expense reduction.

Year over year percentage change in total Revenue Before LTCC minus the percentage change in Total noninterest expense. A positive ratio shows that revenue is growing faster than expenses. Whereas a negative ratio indicates that expenses are accumulating faster than revenue.

Fully Tax Equivalent Efficiency Ratio (“Efficiency Ratio”)

30%

64.5%

N/A

Removed - a measure of profitability. Replaced by Operating Leverage to better align with management’s focus on profitable growth.

Noninterest expense (which included the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains/losses, net.

•Net Income After Tax (NIAT) of $366.1 million,

•Revenue Before Long-Term Credit Charge of $1,240 million (Net Interest Income of $957,321 + Noninterest Income of $282,370), and

•Operating Leverage of 11.92% (Year over year change in Total Revenue Before LTCC of 17.15% minus year over year change in Total Expenses of 5.23%).

2022 Achieved Incentive Performance Results as a Percent of NEO Target
Named Executive Officer			Target Payout $(3)			Actual Payout $			Achievement as a Percent of Target
Company Achievement									167%
Andrew J. Harmening			$1,500,000			$2,505,000			167%
Derek S. Meyer (1)			$154,048			$257,260			167%
Christopher J. Del Moral-Niles (2) (Retired)			N/A			N/A			N/A
John A. Utz			$357,205			$596,533			167%
Randall J. Erickson			$308,090			$514,511			167%
David L. Stein			$319,387			$533,376			167%
(1) Target is prorated for 2022 per offer letter. (2) Retirement agreement dated January 19, 2022 superseded any payment under the MIP for 2022. (3) Adjusted for salary increases in December 2022, if applicable, so targets may not match targets in tables above.

LONG-TERM INCENTIVE COMPENSATION

Long-Term Incentive Target as a Percent of Base Salary
Named Executive Officer			PRSUs			RSUs			Total Long-Term Incentive
Andrew J. Harmening			187.5%			62.5%			250%
Derek S. Meyer			82.5%			27.5%			110%
Christopher J. Del Moral-Niles (1) (Retired)			N/A			N/A			N/A
John A. Utz			82.5%			27.5%			110%
Randall J. Erickson			75.0%			25.0%			100%
David L. Stein			82.5%			27.5%			110%
(1) Due to Mr. Del Moral-Niles retirement effective September 1, 2022, he was not approved for long-term incentives in 2022.

The performance metrics established by the Committee to determine the vesting of the PRSUs are equally weighted, additive measures and are based on Associated’s relative TSR and relative ROATCE versus its peer group, over the 2022-2024 performance period. For the 2022-2024 LTIPP, relative ROATCE replaced ROCET1 to refine the performance plan to focus on relative metrics. The ROATCE measures profitability by showing how much profit we generate with the capital our shareholders have invested, with the exception of goodwill and other intangible asset balances unable to be influenced, and how efficiently we have deployed those funds. Relative ROATCE performance below the 30th percentile of the KBW Nasdaq Regional Bank Index Companies results in no payout for the ROATCE metric.

The Committee believes relative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is a valuable measure because it directly aligns with shareholder interests and encourages management to outperform peers in the creation of shareholder value. Relative TSR performance below the 30th percentile of the TSR performance of our peers’ results in no payout for the TSR metric. Based on common market practice, relative TSR is calculated using a 30-day share price average.

Payouts for each portion of the LTIPP requires 50th percentile performance for a target payout. If absolute TSR is negative at the end of the three-year performance period, TSR payout will be limited to 100% of target.

The 2020-2022 LTIPP was based on a three-year performance period that began on January 1, 2020, and ended on December 31, 2022, with the vesting opportunities ranging from a minimum of 0% to a maximum of 150% of the target award. The target three-year cumulative EPS growth rate was set based on a combination of budget and the publicly available 20-year BKX Bank Index which takes into account business cycles.

RISK MITIGATION POLICIES

OTHER BENEFIT PROGRAMS

ELT members may elect to defer receipt of up to 100% of their RSUs under our Deferred Stock Election program. This program provides further personal financial management tools for executive officers and enhances the alignment with shareholders by focusing on the long-term goal of increasing capital gains. All NEOs were eligible to elect to defer receipt of shares in 2022 and Mr. Utz elected to defer.

COMPENSATION DECISIONS FOR 2023

COMPENSATION GOVERNANCE

•Direct reporting relationship of the compensation consultant to the Committee;

•Provision in the Committee’s engagement letter with Mercer specifying the nature of the work to be conducted and the role that management may play in that work; and

•Annual update to the Committee on the compensation consultant’s financial relationship with Associated, including a summary of the work performed for Associated during the preceding 12 months.

•Establishing and approving compensation and benefit policies;

•Approving the amount and form of compensation for Associated’s executives and non-management directors; and

•Issuing an annual report on executive and CEO compensation for inclusion in Associated’s annual proxy statement and Form 10-K.

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

Name and Principal Position			Year			Salary ($)			Bonus ($)(6)			Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3)(7)			All Other Compensation ($)(4)			Total ($)(5)
Andrew J. Harmening President and CEO			2022			$	1,000,000		$	—		$	2,499,973		$	—		$	2,505,000		$	4,575		$	57,038		$	6,066,586
			2021			$	675,000		$	—		$	9,174,980		$	—		$	1,237,500		$	—		$	242,612		$	11,330,092
Derek S. Meyer     Executive Vice President,     Chief Financial Officer			2022			$	204,167		$	150,000		$	1,230,988		$	—		$	257,260		$	—		$	177,699		$	2,020,114
Christopher J. Del Moral-Niles Executive Vice President, Chief Financial Officer (Retired)			2022			$	338,070		$	—		$	—		$	—		$	—		$	7,073		$	988,283		$	1,333,426
			2021			$	505,000		$	—		$	605,985		$	—		$	416,600		$	10,815		$	39,050		$	1,577,450
			2020			$	505,000		$	—		$	454,477		$	151,499		$	—		$	11,254		$	43,560		$	1,165,791
John A. Utz Executive Vice President, Head of Corporate Banking and Milwaukee Market President			2022			$	473,750		$	—		$	522,490		$	—		$	596,533		$	7,638		$	60,686		$	1,661,098
			2021			$	445,000		$	—		$	533,998		$	—		$	367,100		$	10,864		$	41,910		$	1,398,872
			2020			$	444,167		$	—		$	400,467		$	133,497		$	—		$	11,320		$	62,133		$	1,051,584
Randall J. Erickson Executive Vice President, General Counsel & Corporate Secretary			2022			$	470,000		$	—		$	469,963		$	—		$	514,511		$	6,959		$	54,674		$	1,516,107
			2021			$	460,000		$	—		$	459,970		$	—		$	328,900		$	10,354		$	43,564		$	1,302,789
			2020			$	460,000		$	—		$	344,973		$	114,999		$	—		$	10,625		$	57,263		$	987,860
David L. Stein Executive Vice President, Head of Consumer & Business Banking and Madison Market President			2022			$	424,583		$	—		$	467,496		$	—		$	533,376		$	11,088		$	49,228		$	1,485,772
			2021			$	410,000		$	—		$	491,972		$	—		$	338,300		$	14,106		$	38,640		$	1,293,018
			2020			$	408,750		$	—		$	368,991		$	122,998		$	—		$	14,546		$	52,832		$	968,118

(1)    Stock Awards reflect the aggregate grant date fair value of awards with the grant date fair value for performance-based RSUs calculated at the target level. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2022 Form 10-K. The grant date fair value of the 2022 performance-based RSU awards at the maximum level is approximately $2,812,488, $738,599, $587,802, $528,717, and $525,934 for Mr. Harmening, Mr.Meyer, Mr. Utz, Mr. Erickson and Mr. Stein, respectively. Beginning in 2021, options are no longer granted.

(2)    Amounts reported in this column reflect incentive awards provided under the “Short Term Incentive Award,” described in the “Short-Term Incentive Compensation” section beginning on page 31.

(3)    Reflects the change in present value of the Retirement Account Plan (“RAP”). Further details regarding the RAP can be found in the “Retirement Plans” section beginning on page 37 and in the Pension Benefits in 2022 table on page 43.

(4)    Amounts in All Other Compensation for 2022 include the following: (see table immediately below)

•Employer payment of relocation services for Mr. Meyer;

•Employer payment of one-time early retirement payment for Mr. Del-Moral Niles, per his Retirement Agreement discussed below;

•Employer match on each participating NEO’s 2022 contributions to the 401(k) Plan;

•2022 employer contributions to the SERP for each of the NEOs that qualified. Additional details regarding the SERP can be found in the “Retirement Plans” section beginning on page 37 and in the Nonqualified Deferred Compensation in 2022 table on page 43;

•Employer payment of financial planning services;

•Employer payment of social and similar club dues for Mr. Utz, Mr. Erickson and Mr. Stein and a corporate club membership for which Mr. Erickson is the named member;

•Employer payment of executive physicals for Mr. Harmening, Mr. Meyer, Mr. Utz and Mr. Erickson;

•Employer payment of wellness rewards;

•Employer match on each participating NEOs’ 2022 contributions to the Employee Stock Purchase Plan; and

•Employer welcome and retirement gifts.

Name			On-Board / Off-Board			401(k) Match			SERP Contribution			Financial Planning Services			Social and Similar Club Dues			Executive Physicals			Wellness Rewards			ESPP Stock Match			Corporate Gifts
Andrew J. Harmening			$	—		$	15,250		$	36,988		$	—		$	—		$	4,800		$	—		$	—		$	—
Derek S. Meyer			$	174,918		$	—		$	—		$	—		$	—		$	2,400		$	—		$	—		$	381
Christopher J. Del Moral-Niles			$	975,000		$	—		$	—		$	12,270		$	—		$	—		$	—		$	856		$	158
John A. Utz			$	—		$	15,250		$	19,788		$	13,275		$	5,952		$	4,800		$	200		$	1,421		$	—
Randall J. Erickson			$	—		$	15,250		$	19,158		$	13,275		$	2,191		$	4,800		$	—		$	—		$	—
David L. Stein			$	—		$	15,250		$	18,618		$	12,000		$	3,360		$	—		$	—		$	—		$	—

(5)    For a description of the elements of executive compensation and the various factors affecting compensation levels, please see the “Executive Compensation - Compensation Discussion and Analysis” section beginning on page 24.

(6) Sign-on cash bonus.

(7) Mr. Del Moral-Niles Pension distribution was $152,610.

GRANTS OF PLAN-BASED AWARDS DURING 2022

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Shares of Stock (#)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of Stock and Option Awards ($)(3)

Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Andrew J. Harmening

1/25/2022

−

−

−

−

−

−

25,593

−

−

$

624,981

1/25/2022

−

−

−

0

76,781

115,171

−

−

−

1,874,992

0

1,500,000

2,625,000

−

−

−

−

−

−

−

Derek S. Meyer (4)

8/1/2022

−

−

−

−

−

−

37,549

−

−

$

738,589

8/1/2022

−

−

−

0

25,033

37,549

−

−

−

492,399

0

154,048

269,584

−

−

−

−

−

−

−

Christopher J. Del Moral-Niles (5)

1/25/2022

−

−

−

−

−

−

−

−

−

−

1/25/2022

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

−

John A. Utz

1/25/2022

−

−

−

−

−

−

5,349

−

−

$

130,623

1/25/2022

−

−

−

0

16,047

24,070

−

−

−

391,868

0

357,205

625,109

−

−

−

−

−

−

−

Randall J. Erickson

1/25/2022

−

−

−

−

−

−

4,811

−

−

$

117,485

1/25/2022

−

−

−

0

14,434

21,651

−

−

−

352,478

0

308,090

539,158

−

−

−

−

−

−

−

David L. Stein

1/25/2022

−

−

−

−

−

−

4,786

−

−

$

116,874

1/25/2022

−

−

−

0

14,358

21,537

−

−

−

350,622

0

319,387

558,927

−

−

−

−

−

−

−

(1)    Reflects annual incentive opportunities under the 2022 MIP. Amounts shown in the target column are equal to the individual target amounts paid under the MIP for 2022 and served as the base amounts used by the Committee for determining the annual incentive payments under the 2022 MIP. Amounts shown in the maximum column are equal to the maximum MIP opportunity, which are based on a funding maximum of 175%. In addition, there is the potential for a limited positive discretion of up to 20% for individual performance, and no cap on negative adjustments. Amounts shown in threshold column are equal to the minimum MIP opportunity. The 2022 MIP does not employ individual thresholds or maximums for purposes of determining the individual amounts payable under the plan, other than the $3 million annual individual limitation on cash awards under the terms of the 2020 Compensation Incentive Plan, the plan under which the 2022 MIP is administered. See “Short-Term Incentive Compensation - Short Term Incentive Award” beginning on page 31 for additional details.

(2)    Reflects performance-based RSU grants made to the NEOs under the 2022 LTIPP. The threshold and maximum amounts represent the 0% and 150% limits within the LTIPP. See “Long-Term Incentive Compensation” beginning on page 34 for additional details.

(3)    See “Risk Mitigation Policies - Accounting and Tax Considerations” on page 36. For further discussion and details regarding the accounting treatment and underlying assumptions relative to stock-based compensation, see Note 11, “Stock-Based Compensation,” of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Associated’s 2022 Form 10-K.

(4)    Target for Estimated Future Payouts Under Non-Equity Incentive Plan Awards is reflective of Mr. Meyer’s prorated incentive rate per his sign-on agreement.

(5)    Due to Mr. Del Moral-Niles retirement, he did not receive plan-based awards during 2022.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

			Option Awards															Stock Awards
Name			Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date						Number of Shares or Units of Stock Held that Have Not Vested (#)			Market Value of Shares or Units of Stock Held That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not ($) Vested
			(1)			(1)						(1)									(2)			(3)			(2)
Andrew J. Harmening			—			—			$—									169,530 (8)			$3,914,448			141,347			$3,263,702
																		16,142 (8)			$372,719
																		25,593 (7)			$590,942
Derek S. Meyer			—			—			$—									37,549 (9)			$867,006			25,033			$578,012
Christopher J. Del Moral-Niles			—			—			$—									0 (10)			$0			—			—
John A. Utz			14,755			—			$17.02			1/27/2024						2,386 (4)			$55,093			51,362			$1,185,949
			8,510			—			$17.67			3/17/2024						3,285 (5)			$75,851
			39,543			—			$17.24			2/2/2025						5,544 (6)			$128,011
			38,135			—			$17.38			2/1/2026						5,349 (7)			$123,508
			24,465			—			$25.20			2/6/2027
			28,818			—			$24.25			2/6/2028
			25,332			8,445			$22.01			2/5/2029
			25,284			25,284			$20.32			2/4/2030
Randall J. Erickson			26,335			—			$17.02			1/27/2024						780 (4)			$18,010			44,854			$1,035,679
			8,267			—			$17.67			3/17/2024						2,830 (5)			$65,345
			34,473			—			$17.24			2/2/2025						4,776 (6)			$110,278
			41,276			—			$17.38			2/1/2026						4,811 (7)			$111,086
			26,480			—			$25.20			2/6/2027
			31,192			—			$24.25			2/6/2028
			22,323			7,442			$22.01			2/5/2029
			21,780			21,781			$20.32			2/4/2030
David L. Stein			11,882			—			$17.02			1/27/2024						3,027 (5)			$69,893			46,895			$1,082,806
			7,497			—			$17.67			3/17/2024						5,108 (6)			$117,944
			32,107			—			$17.24			2/2/2025						4,786 (7)			$110,509
			29,536			—			$17.38			2/1/2026
			18,948			—			$25.20			2/6/2027
			22,320			—			$24.25			2/6/2028
			19,169			6,390			$22.01			2/5/2029
			23,295			23,296			$20.32			2/4/2030

(1)All options expiring after 2023 vest in four equal annual installments beginning on the first anniversary following the grant date. All other options have a three-year stepped vesting schedule (34% of the original award vests on the first anniversary following the date of the grant and 33% vests on each of the second and third anniversaries following the date of the grant).

(2)Market value based on the closing price of the Common Stock of $23.09 on December 31, 2022.

(3)Includes the actual 2020 performance-based grants and targeted portion of 2021, and 2022 performance-based RSU grants.

(4)Restricted stock scheduled to vest fully on February 8, 2023.

(5)Restricted stock scheduled to vest in two equal installments on February 8, 2023 and February 8, 2024.

(6)Restricted stock scheduled to vest in three equal installments on February 8, 2023, February 8, 2024, and February 8, 2025.

(7)Restricted stock scheduled to vest in four equal installments on February 8, 2023, February 8, 2024, February 8, 2025, and February 8, 2026.

(8)Restricted stock scheduled to vest in two equal installments on April 28, 2023, and April 28, 2024.