Business Context and Reporting Period
This Form 8-K Current Report was filed by Associated Banc-Corp on January 31, 2006, covering events occurring on January 25, 2006. The filing details the approval of 2006 compensation structures for the Board of Directors and executive officers, as well as the announced retirement of a director.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on governance and compensation matters.
Material Changes and Compensation Details
Board of Directors Fees (Effective January 2006)
- Annual Retainer: $25,000 per director.
- Meeting Fee: $1,500 per board meeting attended.
- Audit Committee: $1,500 per meeting; Chairman receives an additional $7,500 annual retainer.
- Other Committees: $1,000 per meeting for Compensation, Governance, and Development committees; Chairmen receive an additional $5,000 annual retainer.
- Chairman of the Board: Additional $100,000 annual retainer.
- Deferred Compensation: $40,000 in common stock contribution per non-employee director.
Executive Officer Compensation (2006)
| Named Executive Officer | Title | Base Salary | Target Bonus | Restricted Stock |
|---|---|---|---|---|
| Paul S. Beideman | President and CEO | $800,000 | 100% | 12,100 shares |
| Gordon J. Weber | EVP; Director, Corporate Banking | $380,600 | 50% | 5,500 shares |
| Mark J. McMullen | EVP; Director, Wealth Management | $341,700 | 50% | 5,500 shares |
| Joseph B. Selner | EVP; Chief Financial Officer | $332,600 | 50% | 6,600 shares |
| David A. Baumgarten | EVP, Regional Banking | $320,000 | 50% | 5,700 shares |
| Donald E. Peters | EVP; Director, Systems and Operations | $309,100 | 40% | 0 shares |
Note: Donald E. Peters is scheduled to retire effective February 3, 2006. David A. Baumgarten was elected an executive officer on November 15, 2005.
Director Departure
Harry B. Conlon informed the Board on January 25, 2006, of his intention not to stand for re-election. His term will end at the Annual Meeting of Shareholders on April 26, 2006.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on market conditions, or discussion of risks and contingencies. The document is limited to the disclosure of compensation agreements and personnel changes.
Key Facts for Investor Verification
- Verify the total cost impact of the new 2006 Board and executive compensation packages on the company's operating expenses.
- Confirm the status of Harry B. Conlon's retirement and the timeline for his replacement on the Board.
- Review the upcoming 2006 Proxy Statement for the full details of the executive compensation plans and restricted stock vesting schedules.
- Note that Donald E. Peters' retirement is effective shortly after the filing date (February 3, 2006).