Business Context and Reporting Period
This Form 8-K filing by Associated Banc-Corp is dated June 27, 2012. The report addresses Item 5.02 regarding the departure of a senior officer and associated compensatory arrangements.
Key Event: Executive Departure
Joseph B. Selner, the former Chief Financial Officer of Associated Banc-Corp and Associated Bank, National Association, is retiring effective July 2, 2012. Mr. Selner has served as an Executive Vice President since March 2012 to facilitate the management transition.
Financial Metrics and Material Changes
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation adjustments related to the retirement of Mr. Selner.
Compensatory Arrangements
- Restricted Stock: Full acceleration of vesting for 28,927 shares granted in January 2011.
- Stock Options (2012 Grant): Full acceleration of vesting for options to purchase 20,356 shares granted in January 2012; the exercise period is extended to the full original ten-year term.
- Stock Options (2003-2009 Grants): The exercise period for outstanding fully vested options to purchase an aggregate of 225,500 shares is extended to the full original ten-year term of each option.
- Cash Bonus: A one-time cash bonus of $103,875, representing the prorated share of the 2012 target bonus through the retirement date.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or discuss general business risks. The primary contingency noted is the management transition following Mr. Selner's retirement, which is being managed by his continued role as Executive Vice President until the effective date.
Investor Verification Checklist
- Verify the exact retirement effective date of July 2, 2012.
- Confirm the total number of shares subject to accelerated vesting (28,927 restricted shares and 20,356 option shares).
- Review the impact of the $103,875 cash bonus on the company's Q3 2012 compensation expenses.
- Identify the successor to the Chief Financial Officer role, as this filing does not name a replacement.