ASSOCIATED BANC-CORP
For the period ended Apr 28, 2026. Filed Mar 16, 2026.
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Apr 28, 2026 · Filed Mar 16, 2026
Contents
•ROATCE
In light of the significant interest rate volatility experienced by the regional banking sector during the performance period,
which resulted in a material decline in the KRXTR median ROATCE during the period, the Committee exercised its
discretion to adjust the ROATCE target to reflect the economic environment. Specifically, the threshold, target, and
maximum goals were each reduced by 135 basis points (1.35%) considering that the KRXTR estimated median decreased
by approximately 223 basis points (2.23%) over this period. The Committee determined not to adjust the goals for the full
amount of the decrease observed amongst the KRXTR banks, as improvement in the Company’s performance relative to
banks within this index was expected. The Company's unadjusted ROATCE results would have resulted in below-threshold
formulaic performance.
The Company achieved 76.4% of the adjusted ROATCE target. In addition, the Company's ROATCE performance
improvement over the full three-year performance period exceeded the KRXTR median change. Specifically, the
Company’s ROATCE 1 result decreased by 97 basis points (0.97%) over the period (from 13.77% in 2022 to an adjusted
result of 12.80% over the 2023-2025 period after adjusting for the balance sheet repositionings and other nonrecurring
items during the period). Whereas, the KRXTR median result decreased approximately 223 basis points (2.23%) over the
period (from 16.19% in 2022 to an average of 13.96% in 2023-2025).
The Committee believes the ELT achieved the desired ROATCE outcome by narrowing the gap to the KRXTR peers.
Based on the ELT’s progress towards achieving the 2023-2025 performance goals and to preserve the intended retention
objectives of the LTIPP, the Committee determined it was appropriate to recognize the results demonstrated.
The combined formulaic achievement of Relative TSR and adjusted ROATCE goals resulted in a payout payout at 99.85%
of target. If the combined achievement had exceeded 100%, the Committee agreed that it would have exercised its
discretion to cap the payout at 100%. The Committee retains discretion under the LTIPP but exercises it infrequently and
only in limited circumstances. The Committee believes this determination reflects appropriate alignment between
compensation outcomes and performance results, consistent with sound governance practices and shareholder interests.
The chart below summarizes the 2023-2025 LTIPP performance goals and achievement, as adjusted and approved by the
Committee.
| Metric | Weight | Threshold | Target | Maximum | Metric Achievement |
|---|---|---|---|---|---|
| Relative TSRAs of December 31, 2025 | 65% | 30th Percentile | 50th Percentile | 75th Percentile | 112.5% |
| ROATCE1 Target(gap closure) | 35% | 12.536% | 13.036% | 13.536% | 76.4% |
| Adjusted Achievement2 | 99.85% | ||||
| Final Approved Payout | 99.85% | ||||
| 1This is a non-GAAP financial measure. See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures. | |||||
| 2The 2023-2025 LTIPP three-year performance period was impacted by our financial results for years ending December 31, 2023 and December 31, 2024 due to several nonrecurring items associated with the balance sheet repositionings announced in November of 2023 and December of 2024, respectively. These transactions were designed to further drive improved profitability and accelerate our organic growth strategy. The Q4-2023 adjustment included a one-time loss of $157 million associated with the strategic balance sheet repositioning to change the operating model, including the sale of $1 billion in residential real estate. The Q4-2024 adjustment included a non-recurring balance sheet repositioning charge of $253 million to further accelerate the Company's organic growth strategy. Both of these adjustments are reflected in the Company’s ROATCE target result. For more details, refer to the “Reconciliation of Non-GAAP Financial Measures” provided in Appendix A. | |||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.