asb-20230310

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act

of 1934 (Amendment No. )

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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)

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2023 Proxy Statement

Notice of Annual Meeting of Shareholders

To Be Held on April 25, 2023

March 10, 2023

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Associated Banc-Corp scheduled for 11:00 a.m. (CDT) on Tuesday, April 25, 2023, which will be conducted solely online via a live webcast. You will be able to attend the Annual Meeting of Shareholders of Associated Banc-Corp online, vote your shares electronically, and submit questions prior to and during the meeting by visiting www.virtualshareholdermeeting.com/ASB2023.

On or about March 10, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders informing them that our Proxy Statement, the 2022 Summary Annual Report to Shareholders and our 2022 Form 10‑K, along with voting instructions, are available online. As more fully described in the Notice, shareholders may choose to access our proxy materials on the Internet or may request paper copies. This allows us to conserve natural resources and reduces the cost of printing and distributing the proxy materials, while providing our shareholders with access to the proxy materials in a fast, easily accessible and efficient manner.

The matters expected to be acted upon at the meeting are described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

We appreciate your interest in Associated Banc-Corp and hope you will be able to join us at the Annual Meeting.

Sincerely,

John (Jay) B. Williams

Chairman of the Board

Andrew J. Harmening

President and CEO

433 Main Street

Green Bay, Wisconsin 54301

________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Tuesday, April 25, 2023

Virtual Meeting at 11:00 a.m. (CDT)

www.virtualshareholdermeeting.com/ASB2023

Items of Business:

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:

The Annual Meeting of Shareholders will be a completely virtual meeting, with no physical location. To be admitted to the Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/ASB2023, you must enter the control number on your proxy card, voting instruction form or Notice of Internet Availability you previously received. Regardless of whether you plan to attend the Annual Meeting of Shareholders, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described below. You also may vote online during the Annual Meeting of Shareholders by following the instructions provided on the meeting website during the meeting. For more information, please see page 3 of the accompanying Proxy Statement.

YOUR VOTE IS IMPORTANT.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 25, 2023:

Associated Banc-Corp’s Proxy Statement, 2022 Summary Annual Report to Shareholders and 2022 Form 10-K are available online at http://materials.proxyvote.com/045487.

YOU ARE ENCOURAGED TO USE ONE OF THE FOLLOWING METHODS TO VOTE IN ADVANCE OF THE ANNUAL MEETING OF SHAREHOLDERS, NO LATER THAN 11:59 P.M. ET ON APRIL 24, 2023:

BY INTERNET - www.proxyvote.com.

BY TELEPHONE AT 1-800-690-6903.

IF YOU DO NOT VOTE BY INTERNET OR TELEPHONE, YOU ARE URGED TO SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND TO HELP ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, THE PROMPT RETURN OF YOUR SIGNED PROXY OR YOUR PROMPT VOTE BY INTERNET OR TELEPHONE WILL AID ASSOCIATED BANC-CORP BY REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING VIRTUALLY.

Randall J. Erickson

Executive Vice President,

General Counsel &

Corporate Secretary

Green Bay, Wisconsin

March 10, 2023

TABLE OF CONTENTS


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

PROXY STATEMENT

GENERAL INFORMATION


PURPOSE

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Associated Banc-Corp (“Associated”) to be voted at the Annual Meeting of Shareholders at 11:00 a.m. (CDT) on Tuesday, April 25, 2023, (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/ASB2023, and at any and all adjournments of the Annual Meeting.

The cost of solicitation of proxies will be borne by Associated. In addition to solicitation by mail, some of Associated’s directors, officers, and colleagues may, without

extra compensation, solicit proxies by telephone or personal interview. Associated has retained Innisfree M&A Incorporated to solicit proxies for the Annual Meeting from brokers, bank nominees and other institutional holders. Associated has agreed to pay Innisfree M&A Incorporated $25,000 for proxy solicitation services. Arrangements will be made with brokerage houses, custodians, nominees, and other fiduciaries to send proxy materials to their principals, and they will be reimbursed by Associated for postage and clerical expenses.


INTERNET AVAILABILITY OF PROXY MATERIALS

Securities and Exchange Commission (“SEC”) rules allow us to make our Proxy Statement and other annual meeting materials available to you on the Internet. On or about March 10, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders advising them that this Proxy Statement, the 2022 Summary Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), along with voting instructions, may be accessed over the Internet at http://materials.proxyvote.com/045487. You may then access these materials and vote your shares over the Internet, or request that a printed copy of the proxy materials be sent to you. If

you want to receive a paper or e-mail copy of these materials, you must make the request over the Internet at www.proxyvote.com, by calling toll free 1-800-579-1639, or by sending an e-mail to sendmaterial@proxyvote.com. There is no charge to you for requesting a paper or e-mail copy from sendmaterial@proxyvote.com. If you would like to receive a paper or e-mail copy of the proxy materials, please make your request on or before April 11, 2023, in order to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.


WHO CAN VOTE

The Board has fixed the close of business on March 1, 2023, as the record date (the “Record Date”) for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Each share of Associated’s common stock, par value $0.01 (the “Common Stock”), is entitled to

one vote on each matter to be voted on at the Annual Meeting. No other class of securities will be entitled to vote at the Annual Meeting.


QUORUM AND SHARES OUTSTANDING

The presence, in person or by proxy, of the majority of the outstanding shares entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting. The securities of Associated

entitled to be voted at the meeting consist of shares of its Common Stock, of which 150,868,335 shares were issued and outstanding at the close of business on the Record Date.


REQUIRED VOTES

The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is as follows:

Proposal 1 - Election of Directors

The 10 nominees who receive the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance and Social Responsibility

Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.

Other Proposals

The affirmative vote of a majority of the votes cast is required to approve each of the other proposals.


ABSTENTIONS AND BROKER NON-VOTES

Abstentions will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to shareholders for a vote. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as

present and entitled to vote with respect to that matter but will be considered as present and entitled to vote for purposes of determining the presence of a quorum for the meeting.


HOW YOU CAN VOTE

Shareholders are urged to vote as promptly as possible by Internet or telephone, or by signing, dating, and returning the proxy card in the envelope provided. If no specification is made, the shares will be voted “FOR” the election of the Board’s nominees for director, “FOR” the advisory approval of Associated’s named executive officer (“NEO”) compensation and “FOR” the ratification of the selection of KPMG LLP as Associated’s independent registered public accounting firm for 2023.

VOTE BY INTERNET - www.proxyvote.com. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 24, 2023. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You will be required to enter the unique control number imprinted on your Notice or proxy card in order to vote online. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to provide their voting instructions, and to

confirm that shareholders’ instructions have been recorded properly. You should be aware that there might be costs associated with your electronic access, such as usage charges from Internet access providers and telephone companies. If you vote by Internet, please do not mail your proxy card.

VOTE BY TELEPHONE - 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions no later than 11:59 p.m. Eastern Time on April 24, 2023. Have your Notice or proxy card, if you have requested paper copies of the proxy materials, in hand when you call and then follow the instructions. If you vote by telephone, please do not mail your proxy card.

AT THE VIRTUAL ANNUAL MEETING - You also may vote online during the Annual Meeting by following the instructions provided on the meeting website during the Annual Meeting. For additional information, see the section below entitled “Virtual Meeting Information.”


REVOCATION OF PROXY

Proxies may be revoked at any time prior to the time they are exercised by filing with the Corporate Secretary of Associated a written revocation or a duly executed proxy bearing a later date, or by voting at the Annual Meeting via the meeting platform. Proxies may not be revoked by

telephone, and may not be revoked via the Internet prior to the Annual Meeting.

The Corporate Secretary of Associated is Randall J. Erickson, 433 Main Street, Green Bay, Wisconsin 54301.


VIRTUAL MEETING INFORMATION

Associated has determined to hold a completely virtual meeting to leverage technology to provide expanded access, improved communication and cost savings for our shareholders and for Associated.

There will not be a physical location for the Annual Meeting.

To participate in the Annual Meeting, please visit www.virtualshareholdermeeting.com/ASB2023 and enter the 16-digit control number included on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 10:45 a.m. CDT on the meeting date. The Annual Meeting will begin promptly at 11:00 a.m. CDT.

Please allow yourself sufficient time to log into the Annual Meeting and to ensure you can hear the streaming audio before the meeting starts.

You will be able to submit questions during the Annual Meeting by following the instructions provided on the meeting website. We will answer questions relevant to meeting matters that comply with the meeting rules of conduct during the Annual Meeting. You will also be able to examine our shareholder list during the Annual Meeting by following the instructions provided on the meeting website.

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log-in page.

PROPOSAL 1:

ELECTION OF DIRECTORS

Each director elected at the Annual Meeting will serve for a one-year term expiring at the 2024 Annual Meeting and until his or her successor is duly elected and qualified. The term of each current director listed under “Nominees for Election to Our Board” expires at the Annual Meeting.

Unless otherwise directed, all proxies will be voted “FOR” the election of each of the individuals nominated to serve as directors. The biographical information below for each nominee includes the specific experience, qualifications, attributes or skills that led to the Corporate Governance and Social Responsibility Committee’s conclusion that such nominee should serve as a director. The 10 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance and Social Responsibility Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.

Each nominee has consented to serve as a director, if elected, and as of the date of this Proxy Statement, Associated has no reason to believe that any of the nominees will be unable to serve.

Other than as noted, the information presented below is as of March 1, 2023.


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

Directors are responsible for overseeing Associated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with a variety of qualities, attributes and professional experience. The Board believes that there are certain general requirements for service on Associated’s Board of Directors that are applicable to all directors, and other skills and experience that should be represented on the Board as a whole but not necessarily by every director. The Board and the Corporate Governance and Social Responsibility Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and Associated’s current and future needs.

In its assessment of each nominee for director, including those recommended by shareholders, the Corporate Governance and Social Responsibility Committee considers the nominee’s judgment, integrity, experience, independence, understanding of Associated’s business or other related industries and such other factors that the Corporate Governance and Social Responsibility Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance and Social Responsibility Committee also takes into account the ability of a director to devote the

time and effort necessary to fulfill his or her responsibilities to Associated.

The Board and the Corporate Governance and Social Responsibility Committee require that each director be a person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of diversity and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board believes that the combination of qualifications, skills and experiences of each of the director nominees will contribute to an effective and well-functioning Board. The Board and the Corporate Governance and Social Responsibility Committee believe that, individually and as a whole Board, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to Associated’s management.


BOARD DIVERSITY

The Corporate Governance and Social Responsibility Committee considers attributes of diversity as outlined in the Corporate Governance and Social Responsibility Committee Charter when considering director nominees. While these attributes are considered on an ongoing basis, they are particularly considered in the recruitment and deliberation regarding prospective director nominees. The Corporate Governance and Social Responsibility Committee Charter outlines desired diversity characteristics for Board member experience and competencies. The Corporate Governance and Social Responsibility Committee believes that Associated’s best interests are served by maintaining a diverse and active Board membership with members who are willing, able and well-situated to provide insight into current business conditions, opportunities and risks. The “outside” perspectives of the Board members are key factors in contributing to our success. The Corporate Governance and Social Responsibility Committee has adopted the following diversity principles and characteristics for consideration in performing its director nomination duties:

•The number of directors should be maintained at 10 to 14 persons with the flexibility to expand, if required, to support acquisitions or mergers.

•Racial, ethnic, and gender diversity.

•Geographic diversity, as it relates to the markets Associated serves.

•Industry representation, including a mix and balance of manufacturing, service, public and private company experience.

•Multi-disciplinary expertise, including financial/ accounting expertise, sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing, and production expertise, educational institutions, and public service expertise.

•Experience with technology, including cyber security, digital marketing and social media.

•A majority of the members of the Board will be “independent” directors as defined by applicable law, including the rules and regulations of the SEC and the rules of the NYSE.

The Corporate Governance and Social Responsibility Committee periodically assesses the effectiveness of these diversity principles. In light of the current Board’s representation of diverse industry, background, communities within Associated’s markets, professional expertise and racial and gender diversity, the Corporate Governance and Social Responsibility Committee believes that Associated has effectively implemented these principles.


DIRECTOR SKILLS AND EXPERIENCE MATRIX

The following matrix provides information about Associated’s director nominees, including certain types of knowledge, skills, experience and other attributes possessed by one or more of them which the Board believes are relevant to Associated’s business and industry. The matrix does not capture all of the knowledge, skills, experiences or attributes possessed by the director nominees, and the Board believes that each director nominee has the ability to contribute to the decision-making process in every area listed.


RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board recommends that shareholders vote “FOR” the election of Mses. Greffin, Kamerick and van Lith and Messrs. Gerken, Haddad, Harmening, Jeffe, Klappa, Nettles and Williams to 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.

INFORMATION ABOUT THE BOARD OF DIRECTORS


BOARD COMMITTEES AND MEETING ATTENDANCE

The Board held five meetings during 2022. During 2022, each director who was a director for all of 2022 attended at least 75% of the Board meetings held, and at least 75% of the meetings of each committee of which he or she was a member.

The Board convened an executive session of its non-management directors at all of its regular board meetings held in 2022. Executive sessions of Associated’s non-management directors are presided over by the Chairman of the Board.

All of the directors serve on the Boards of two of Associated’s operating subsidiaries, Associated Bank, National Association and Associated Trust Company, National Association. The Board believes that a single governing body to advise and determine strategy for the organization provides the Board with a comprehensive picture of the level and trends in operational and compliance risk exposure for the entire organization and ensures comprehensive oversight of regulatory matters.

The Board has adopted Corporate Governance Guidelines, including a Code of Business Conduct and Ethics, which can be found on Associated’s website at

www.associatedbank.com, “Investor Relations,” “Governance Documents.” Associated will describe on its website any amendments to or waivers from our Code of Business Conduct and Ethics in accordance with all applicable laws and regulations.

It is Associated’s policy that all directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting, except under extraordinary circumstances. All directors and nominees for director at the time of the 2022 Annual Meeting of Shareholders attended the meeting.

The Board has adopted written charters for all of its standing committees. The committee charters can be found on Associated’s website at www.associatedbank.com, “Investor Relations,” “Governance Documents.” The following summarizes the responsibilities of the various committees.

The following table lists the members of each of the standing committees as of February 15, 2023 and the number of meetings held by each committee during 2022.

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

* 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.

Audit Committee

The Audit Committee reviews the adequacy of internal accounting controls, reviews with Associated’s independent registered public accounting firm its audit plan and the results of the audit engagement, reviews the scope and results of procedures for internal auditing, reviews and approves the general nature of audit services by the independent registered public accounting firm, and reviews quarterly and annual financial statements issued by Associated. The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm, subject to ratification by the shareholders at the Annual Meeting. Both the internal auditors and the independent registered accounting firm meet periodically with the Audit Committee and have access to the Audit Committee at any time. In addition, the Audit Committee oversees management’s bank regulatory compliance. The Audit Committee is also responsible for overseeing certain aspects of Associated’s environmental, social and governance (known as “ESG”) program, including the ESG-related aspects of audit and audit risk oversight.

Compensation and Benefits Committee

The functions of the Compensation and Benefits Committee include, among other duties directed by the Board, administration and oversight of Associated’s executive compensation, employee benefit programs and director compensation. The Compensation and Benefits Committee sets the strategic direction of Associated’s executive compensation policies and programs, and oversees management’s execution of and compliance with that strategic direction. The Compensation and Benefits Committee determines the compensation of Associated’s CEO and, with input from the CEO, establishes the compensation of Associated’s other NEOs. The Compensation and Benefits Committee also has responsibility for ensuring that Associated’s incentive compensation programs do not encourage unnecessary and excessive risk taking that would threaten the value of Associated or the integrity of its financial reporting. As permitted under its charter, the Compensation and Benefits Committee engages an independent compensation consultant to advise it on the structure and amount of compensation of Associated’s executive officers and Board of Directors, which is described in detail under “Executive Compensation - Compensation Discussion and Analysis,” beginning on page 24. Compensation and Benefits Committee duties also include overseeing certain aspects of Associated’s ESG program, including reviewing and evaluating policies and programs, and taking action as necessary, with respect to human capital management, diversity, equity and inclusion, and workforce practices and policies.

Corporate Development Committee

The functions of the Corporate Development Committee include, among other duties directed by the Board, reviewing and recommending to the Board proposals for acquisition or expansion activities.

Corporate Governance and Social Responsibility Committee

The functions of the Corporate Governance and Social Responsibility Committee include corporate governance oversight, review and recommendation for Board approval of Board and committee charters. The Corporate Governance and Social Responsibility Committee also reviews the structure and composition of the Board, considers qualification requirements for continued Board service, and recruits new director candidates. The Corporate Governance and Social Responsibility Committee also advises the Board with respect to the Code of Business Conduct and Ethics. The Corporate Governance and Social Responsibility Committee is also responsible for overseeing aspects of Associated’s ESG program related to corporate governance, shareholder rights, board and committee structure, ESG framework, and ESG disclosures.

Enterprise Risk Committee

The functions of the Enterprise Risk Committee include oversight of the enterprise-wide risk management framework of Associated, including the strategies, policies and practices established by management to identify, assess, measure and manage significant risks. The Enterprise Risk Committee, through its oversight of the lending policy and risk assessment, is also responsible for reviewing and approving certain components of the ESG program, which may include risk assessment, lending policy, data privacy and security, fair lending, and community development and CRA-related programs, climate change and carbon emissions, natural resources, environmental risk management, environmental and social lending policies, charitable giving and consumer practices.

Trust Committee

The functions of the Trust Committee include the supervision of the trust and fiduciary activities of Associated Bank, National Association and Associated Trust Company, National Association to ensure the proper exercise of their trust/fiduciary powers.


SEPARATION OF BOARD CHAIRMAN AND CEO

Associated’s Amended and Restated Bylaws and Corporate Governance Guidelines require the separation of the positions of Chairman of the Board and CEO. Currently, Mr. Williams serves as Chairman of the Board and Mr. Harmening serves as CEO. Separating the roles allows Mr. Harmening to focus

solely on his duties as the CEO. Separation of these roles also promotes risk management, enhances the independence of the Board from management and mitigates potential conflicts of interest between the Board and management.


DIRECTOR NOMINEE RECOMMENDATIONS

The Corporate Governance and Social Responsibility Committee will consider any nominee recommended by a shareholder as described in this section under the same criteria as any other potential nominee. The Corporate Governance and Social Responsibility Committee believes that a nominee recommended for a position on the Board must have an appropriate mix of experience, diverse perspectives, and skills. Qualifications for nomination as a director can be found in the Corporate Governance and Social Responsibility Committee Charter. At a minimum, the core competencies should include accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.

A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board must send a written notice by mail, c/o Corporate Secretary, Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, that sets forth (1) the name, age, address (business and residence) and principal occupation or

employment (present and for the past five years) of each proposed nominee; (2) the number of shares of Associated beneficially owned (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by each proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act; and (4) the name and address (business and residential) of the shareholder making the recommendation; and (5) the number of shares of Associated beneficially owned (as defined by Section 13(d) of the Exchange Act) and any other ownership interest in the shares of Associated, whether economic or otherwise, including derivatives and hedges, by the shareholder making the recommendation. Associated may require any proposed nominee to furnish additional information as may be reasonably required to determine his or her qualifications to serve as a director of Associated.


COMMUNICATIONS BETWEEN SHAREHOLDERS, INTERESTED PARTIES AND THE BOARD

Associated’s Board provides a process for shareholders and other interested parties to send communications to the Board or any of the directors. Shareholders and other interested parties may send written communications to the Board or any of the individual directors by mail, c/o Corporate Secretary, Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301. All communications will be compiled by Associated’s Corporate Secretary and submitted to the Board or the individual director, as applicable, on a regular basis

unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to Associated or Associated’s business, or communications that relate to improper or irrelevant topics.


COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are no Compensation and Benefits Committee interlocking relationships, as defined by the rules adopted by

the SEC, and no Associated officer or employee is a member of the Compensation and Benefits Committee.

STOCK OWNERSHIP


SECURITY OWNERSHIP OF BENEFICIAL OWNERS

The following table presents information regarding the beneficial ownership of Common Stock by each person who, to our knowledge, was the beneficial owner of 5% or more of our outstanding Common Stock on February 15, 2023.

The information below is from the most recent Schedule 13G and Schedule 13G/A filings reporting holdings.


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

Associated’s Compensation and Benefits Committee believes that robust security ownership guidelines are an important means of ensuring that the interests of Associated’s executive officers and directors are fully aligned with long-term shareholder value.

Associated’s executive stock ownership guidelines, which apply to members of the Executive Leadership Team (which is composed of colleagues that directly report to the Chief Executive Officer) and other key executives identified by the CEO, include:

•A requirement to hold 50% of vested shares of restricted stock granted for a period of three years after the vesting date of the stock;

•Additional required holdings calculated as a multiple of the executive officer’s annual base salary - six times for the CEO, three times for each of the named executive officers, two times for all other executive leadership team members, and one times for the EVP, Chief Audit Executive, subject to the guidelines. For purposes of the guidelines, shares held by an executive officer include shares held directly, held in the Executives’ and Directors’ Deferred Compensation Plans, granted through annual equity awards, held in the 401(k) plan, shares represented by time-based RSUs, and shares purchased outright. Shares subject to stock options and preferred shares are excluded; and

•A requirement to reach these ownership goals within five years from the date on which they first were appointed an executive.

Associated’s director stock ownership guidelines require each independent member of the Board to own shares of Common Stock with a value equal to five times the value of the annual cash retainer payable to a director. Directors are required to attain such stock ownership goal no later than five years from the date on which they first were appointed to the Board. Balances in the Directors’ Deferred Compensation Plan and restricted stock units (“RSUs”) count toward satisfying this requirement.

All Associated directors and NEOs are within the expected guidelines of the stock ownership requirements.

Under Associated’s Insider Trading Policy, employees, officers, and directors are prohibited from engaging in hedging transactions with respect to Associated Common Stock and from pledging Associated Common Stock as collateral for loans, with the exception, for directors only, of pledges already in place when the prohibition on pledging was adopted in 2012. All of the NEOs are in compliance with this policy. Where applicable, shares pledged as collateral will not be counted for purposes of compliance with the stock ownership guidelines.


SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

Listed below is information as of February 15, 2023 concerning beneficial ownership of Common Stock, depositary shares and RSUs by each director, and each NEO, and by directors and executive officers as a group. The

information is based in part on information received from the respective persons and in part from the records of Associated. The RSUs and depositary shares are nonvoting.


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.

Each RSU represents the contingent right to receive one share of Common Stock. For directors, the RSUs vest 100% on the fourth anniversary of the grant date. For executive officers, the RSUs are subject to vesting based on performance criteria set forth in the applicable RSU grant agreement.


DEPOSITARY SHARES OF PREFERRED STOCK

The following table provides information concerning beneficial ownership of depositary shares. Each depositary share represents a 1/40th ownership interest in a share of Associated’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”) or 5.625% Non-Cumulative Perpetual Preferred Stock, Series F (the “Series F Preferred Stock”), as indicated in the table. Each of the Series E Preferred Stock and the Series F Preferred Stock

has a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Holders of depositary shares are entitled to all proportional rights and preferences of the Series E Preferred Stock or the Series F Preferred Stock, as applicable (including dividend, voting, redemption and liquidation rights).


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%.

(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

In addition to the beneficial ownership set forth in the Security Ownership of Directors and Management tables above, the non-employee directors have an account in the Directors’ Deferred Compensation Plan with the balances in phantom stock as of February 15, 2023 set forth below. The dollar balances in these accounts are expressed daily in units of Common Stock based on its daily closing price. These

balances are included for purposes of the non-employee director holding requirements under the Director Stock Ownership Guidelines. The units are nonvoting. See “Director Compensation - Directors’ Deferred Compensation Plan” on page 52.


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.

PROPOSAL 2:

ADVISORY APPROVAL OF ASSOCIATED BANC-CORP’S NAMED EXECUTIVE OFFICER COMPENSATION

Background

We recognize that executive compensation is an important matter for our shareholders, and in accordance with SEC rules, we are asking our shareholders to approve an advisory resolution on the compensation of our Named Executive Officers (NEOs). This advisory approval, commonly referred to as a “say-on-pay” proposal, is a non-binding approval on the compensation paid to our NEOs as set forth in the “Executive Compensation” section of this proxy statement, including the Compensation Discussion and Analysis, the accompanying executive compensation tables and corresponding narrative discussion and footnotes. It is not intended to address any specific item of executive compensation, but rather the overall executive compensation program for our NEOs and our executive compensation philosophy, policies and practices as described in this Proxy Statement. The non-binding resolution approving our executive compensation program was approved by approximately 95% of the shareholders present or represented by proxy at our 2022 Annual Meeting of Shareholders.

Our Pay Philosophy

Associated’s executive compensation program for our NEOs is designed to attract, retain, motivate and reward highly qualified and talented executives who will enable us to execute on our strategic priorities, perform better than our competitors and drive long-term shareholder value. The underlying core principles of our executive compensation program are to (i) align executive incentive compensation with long-term shareholder value creation, (ii) provide target executive compensation within competitive market levels, and (iii) reward performance, without incentivizing unnecessary or excessive risk, while maintaining an appropriate cost structure.

Best Practices

•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.

Proposed Resolution

Accordingly, as required under the Exchange Act, this proposal seeks a shareholder advisory vote on the approval of compensation of our NEOs as disclosed under Item 402 of Regulation S-K through the following resolution:

“Resolved, that the shareholders approve the compensation of Associated’s Named Executive Officers as disclosed pursuant to the compensation rules of the SEC in the Compensation Discussion and Analysis, the compensation tables and any related materials.”

Because this is an advisory vote, it will not be binding on the Board of Directors. However, the Compensation and Benefits Committee will consider the outcome of the vote when contemplating future executive compensation arrangements.


RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board recommends that shareholders vote “FOR” the advisory approval of Associated Banc-Corp’s NEO compensation, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material). If a majority of the votes cast are voted “FOR” this Proposal 2, it will pass. Unless otherwise directed, all proxies will be voted “FOR” Proposal 2.


2022 ENVIRONMENTAL, SOCIAL & GOVERNANCE HIGHLIGHTS

Associated has a long history of making significant and varying investments in our communities. We enrich these investments in our communities through a focus on responsible and sustainable business practices that align with our business strategies, position us to be more efficient and resilient, improve the health, well-being and engagement of our colleagues, and help keep our communities and our environment vibrant and healthy.

The information below highlights outcomes of some of the many environmental, social and governance (ESG) initiatives in which Associated is engaged, through 2022. The Company’s Environmental, Social & Governance Report, available at investor.associatedbank.com, provides an expanded view of Associated’s ESG activities. The material in our Environmental, Social & Governance Report is for informational purposes only and is not included as part of, or incorporated by reference into, this proxy statement.


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

To Our Fellow Shareholders,

On behalf of Associated Banc-Corp’s Board of Directors, the Compensation and Benefits Committee is pleased to provide key highlights of the Company’s 2022 performance, demonstrate how our compensation program aligns to Company performance, and share how we continue to incorporate feedback from our 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.

Fiscal 2022 Management Incentive Plan (MIP) Payouts

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)

2022 Pay Program Refinements

Throughout the year, we meet with our compensation consultant to solicit input about our pay programs and receive feedback via our shareholder outreach program. Our goal is to ensure we align with current market best practices and continuously improve our pay programs to support our strategic priorities. In 2022, we made the following refinements:

•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%)

CFO Transition

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

years in finance and 12 years in retail and commercial roles. Mr. Meyer will be a valued addition to the leadership team supporting Associated’s growth strategy and ongoing value creation for our shareholders. We would like to thank our former CFO, Christopher J. Del Moral-Niles, for his dedication to Associated by ensuring a seamless and successful transition and we wish him the best in retirement. (See page 46 for details regarding Mr. Del Moral-Niles’ Retirement Agreement.)

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This Committee and Associated’s leadership team are committed to gathering feedback from our shareholders through the say-on-pay vote and responding to that feedback as appropriate. We will continue to assess and refine our executive compensation program to ensure it incorporates shareholder feedback and aligns with shareholders’ interests. We look forward to an ongoing dialogue with our shareholders and encourage you to continue to reach out to us with questions or comments related to our pay programs. We appreciate your continued support of our say-on-pay proposal.

Sincerely,

The Compensation and Benefits Committee

Gale Klappa (Chair)

Eileen A. Kamerick

Karen T. van Lith

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS


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

(1) Mr. Meyer joined the Company on August 1, 2022, as our Chief Financial Officer.

(2) Mr. Del Moral-Niles retired as Chief Financial Officer effective August 1, 2022, and retired as an employee on September 1, 2022.


2022 Company Highlights

Extraordinary Financial Performance

This performance year was an exceptional one for the Company. Through collaborative efforts across every line of business, we successfully executed our people-led, digitally enabled strategy, and delivered the most profitable year in our Company’s 162-year history. We expanded our lending capabilities with the addition of commercial and consumer lending verticals, launched our new digital banking platform, and introduced our new mass affluent product and digital sales strategies, which heightens our ability to attract and increase quality consumer relationships. We are steadfast in our dedication to strong governance practices. Collectively we remain committed to our strategic goals of enhancing shareholder value and to being a source of

strength for our customers, colleagues and communities. The table below highlights the results of our 2022 Management Incentive Plan (MIP) and other Company financials.

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

SEC Form DEF 14A filed by Associated Banc-Corp