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; no overboarding, attendance, or TSR trigger concerns — ASB's 3-year TSR of +42.3% trails the peer median by only 9.9 percentage points, well below the 50-point threshold required to trigger a vote against.
Director since 2019 with extensive CEO and audit expertise; no overboarding, attendance, or TSR trigger concerns given the peer underperformance gap of only 9.9 percentage points against a 50-point threshold.
CEO and director since 2021 with deep banking industry experience; TSR trigger does not apply as ASB's 3-year peer underperformance of 9.9 percentage points is well below the 50-point threshold, and no other governance concerns are present.
Director since 2024 — joined less than 24 months ago — and is therefore fully exempt from the TSR trigger under the new-director exemption; brings relevant financial services and HR expertise.
Director since 2007 with extensive CFO and corporate governance experience; no overboarding or attendance concerns, and the 3-year peer underperformance gap of 9.9 percentage points is far below the 50-point trigger threshold.
Director since 2024 — joined less than 24 months ago — and is therefore fully exempt from the TSR trigger; brings relevant HR leadership and legal expertise from HP and 3M.
Director since 2013 with strong legal and private equity background; no overboarding or attendance concerns, and peer underperformance of 9.9 percentage points is well below the 50-point trigger threshold.
Director since 2024 — joined less than 24 months ago — and is therefore fully exempt from the TSR trigger; brings relevant M&A, technology, and financial services operations experience.
Director since 2004 with strong finance, accounting, and CEO credentials including CPA background; no overboarding or attendance concerns, and the 3-year peer underperformance gap is well below the trigger threshold.
Board Chairman since 2011 with a 37-year banking career and deep governance credentials; no overboarding or attendance concerns, and peer underperformance of 9.9 percentage points is far below the 50-point trigger threshold.
All 10 director nominees pass the applicable policy screens. ASB's 3-year total shareholder return of +42.3% is strong in absolute terms and trails the disclosed compensation peer group median by only 9.9 percentage points — well below the 50-point threshold required to trigger votes against directors under the strong-positive-TSR tier. Three directors who joined in 2024 are exempt from the TSR trigger under the 24-month new-director exemption. No overboarding, independence, attendance, familial relationship, or skills-matrix concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Andrew J. Harmening
Total Comp
$6,354,626
Prior Support
97%%
CEO Andrew Harmening received total compensation of $6,354,626, which is reasonable for a regional bank CEO managing a $45 billion asset institution in the mid-cap financial services space. The pay program is well-structured: 80% of the CEO's target compensation is at-risk variable pay (well above the 50-60% minimum threshold), with 75% of long-term equity awards in performance-based stock units tied to multi-year metrics including relative total shareholder return and return on equity — both meaningful, long-term performance conditions. The company delivered record net income in 2025, TSR meaningfully outperformed the peer group over a 5-year horizon, the prior year say-on-pay vote received 97% support, and a robust clawback policy covering both performance and time-based awards is in place — all of which support a FOR vote.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,225,000
Non-Audit Fees
$992,217
KPMG received $2,225,000 in core audit fees and $992,217 in non-audit fees (tax fees of $850,217 plus audit-related fees of $142,000), making non-audit fees approximately 44.6% of audit fees when audit-related fees are excluded — however, when audit-related fees are included as non-audit per the policy, the combined non-audit total of $992,217 represents approximately 44.6% of audit fees, which is just below the 50% threshold. Recalculating strictly: $992,217 / $2,225,000 = 44.6%, which is below 50%. Vote FOR on this basis — the non-audit fee ratio does not exceed the 50% policy threshold. KPMG is a Big 4 firm appropriate for ASB's $4.1B market cap. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply per policy.
Overall Assessment
Associated Banc-Corp's 2026 annual meeting presents a clean ballot with no significant governance concerns. All 10 director nominees pass applicable policy screens, the CEO pay program is well-structured with strong performance alignment, and while the auditor fee ratio requires close monitoring it does not breach the 50% non-audit threshold that would trigger a vote against KPMG. No stockholder proposals appear on the ballot.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing