Business Context and Reporting Period
This Form 8-K Current Report was filed by Associated Banc-Corp on June 15, 2022. The filing discloses the appointment of a new Chief Financial Officer and details the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the leadership transition in the finance function:
- Appointment: Derek Meyer has been appointed Executive Vice President and Chief Financial Officer, effective August 1, 2022.
- Departure: Meyer succeeds Christopher J. Del Moral-Niles, who announced his planned retirement in January 2022 and will serve until the transition date.
Compensation and Management Commentary
The filing details the employment offer letter agreement dated May 27, 2022, outlining the following compensation structure for Mr. Meyer:
- Base Salary: $490,000 annualized for 2022, subject to annual review.
- Cash Incentive: Targeted at 75% of base salary. For 2022, this is prorated based on the August 1 start date.
- Sign-on Bonus: $150,000 cash payment within the first 30 days, subject to pro-rated reimbursement if employment ends voluntarily within one year.
- Sign-on Equity Grant: Restricted stock units valued at $1,231,000. This consists of 40% performance-based (vesting in 2026) and 60% time-based (vesting ratably over three years).
- Future Equity Grant: Eligibility for a 2023 annual grant with a fair value of 110% of base salary, split between time-based (25%) and performance-based (75%) restricted stock units.
Investor Verification Checklist
- Verify the exact vesting schedules and performance metrics for the $1,231,000 sign-on equity grant in the attached Exhibit 10.1.
- Confirm the pro-rated calculation for the 2022 cash incentive bonus based on the August 1 start date.
- Review the full text of the Offer Letter Agreement (Exhibit 10.1) for any additional terms regarding change in control or termination.
- Monitor the transition timeline to ensure continuity of financial reporting between the outgoing and incoming CFO.