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ASSOCIATED BANC-CORP

For the period ended Apr 30, 2024. Filed Mar 18, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2024 · Filed Mar 18, 2024

ASB$30.36-0.6%Stored close · as of Nov 6, 2026
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Contents

2023 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. The feedback we received from the shareholders we met with this year was positive, and no concerns were raised. Overall, they approved of our current executive compensation program.

(1) All figures shown on an end of period basis. FY 2023 results compared to FY 2022 unless otherwise noted.

(2) This adjusted figure excludes items incurred as a result of the balance sheet repositioning and FDIC special assessment that impacted 2023 financial results. This is a non-GAAP financial measure. See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.

(3) This is a non-GAAP financial measure. See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.

In addition to encouraging shareholder feedback, our goal is to ensure we design our pay programs to support our strategic priorities. To align with our long-term strategic priorities, we revised our long-term incentive performance plan (LTIPP) metrics for the 2023 performance period as follows:

Increased the weighting of the relative Total Shareholder Return (TSR) metric to 65% (from 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; and

Decreased the weighting of the Return on Average Tangible Common Equity (ROATCE) metric to 35% (from 50%) to measure profitability improvement andmoved from a relative metric to an absolute standard to reflect planned improvement over the three-year period with the addition of a performance hurdle.

This Committee and Associated’s leadership team are committed to gathering feedback from our shareholders and will continue to assess and refine our executive compensation program to ensure it 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 E. Klappa (Chair)

Eileen A. Kamerick

Karen T. van Lith

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.