Cory L. Nettles
ASSOCIATED BANC-CORPAbout Cory L. Nettles
Independent director of Associated Banc‑Corp since 2013; age 55. Founder and Managing Director of Generation Growth Capital, Inc.; previously Of Counsel at Quarles & Brady LLP (2007–2016) and Secretary of the Wisconsin Department of Commerce (2002–2004). Serves as Chair of Associated’s Enterprise Risk Committee and is a member of the Corporate Governance & Social Responsibility Committee and Corporate Development Committee, bringing a strong business and legal background to risk oversight. Determined independent under NYSE rules; the Board held executive sessions of non‑management directors at all regular meetings in 2024, supporting independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generation Growth Capital, Inc. | Founder & Managing Director | Not disclosed | Private equity leadership; risk and investment experience |
| Quarles & Brady LLP | Of Counsel | 2007–2016 | Legal and governance expertise |
| Wisconsin Department of Commerce | Secretary | 2002–2004 | State economic development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weyco Group, Inc. (NASDAQ: WEYS) | Director | Not disclosed | Public company directorship |
| Baird Funds, Inc. (mutual fund complex) | Director | Not disclosed | Asset management governance |
| American Family Mutual Insurance Holding Company | Director | Not disclosed | Insurance industry oversight |
| Various nonprofits | Director/Trustee | Not disclosed | Community and civic roles |
Board Governance
- Committee assignments and chair roles (as of Feb 14, 2025): Chair, Enterprise Risk; Member, Corporate Governance & Social Responsibility; Member, Corporate Development .
- Independence: Board determined all directors except the CEO are independent under NYSE rules .
- Attendance and engagement: In 2024, Board held 5 meetings; each director serving all year attended at least 75% of Board and applicable committee meetings. Executive sessions of non‑management directors were held at all regular Board meetings .
- Governance structure: Separate Chair and CEO roles (Chair: Jay Williams; CEO: Andrew Harmening), enhancing board independence and risk management .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Enterprise Risk | Chair | 12 |
| Corporate Governance & Social Responsibility | Member | 4 |
| Corporate Development | Member | 2 |
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Other Cash ($) | Total Cash ($) | RSU Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 actual | 80,000 | 14,250 | 94,250 | 125,000 | 219,250 |
| 2025 program terms | 80,000 annual retainer | 15,000 committee chair retainer; 100,000 additional retainer for non‑executive Chairman; $1,500 ad hoc meeting fee | — | 125,000 annual RSUs granted Feb 1; one‑year vesting; settlement deferrable | — |
Directors receive no standard meeting fees for Board or standing committees; RSUs vest 100% one year from grant and may be deferred under the Directors’ Deferred Compensation Plan .
Performance Compensation
| Element | Structure | Vesting/Terms |
|---|---|---|
| Director RSUs | Time‑based equity; annual grant value capped at $500,000 per non‑employee director under 2025 Equity Plan | RSUs vest after one year; awards subject to minimum vesting rules; double‑trigger vesting upon change‑in‑control (COC requires termination within two years) |
| Options/SARs | Not part of director program; repricing prohibited without shareholder approval | Plan prohibits repricing of options/SARs; minimum vesting applies to most awards |
Other Directorships & Interlocks
- Compensation and Benefits Committee interlocks: None (no interlocking relationships per SEC rules) .
- External public boards: Weyco Group, Inc.; Baird Funds, Inc.; American Family Mutual Insurance Holding Company. No specific committee roles disclosed in the proxy .
Expertise & Qualifications
- Core competencies: Legal (former Of Counsel), governance, private equity investing, and enterprise risk oversight (ERC Chair) .
- Board skills matrix emphasizes risk management and governance as critical areas of board competency .
Equity Ownership
| Instrument | Quantity/Value | Notes |
|---|---|---|
| Common Stock (beneficial ownership) | — | No directly owned common shares listed |
| RSUs (outstanding) | 45,272 | Director RSUs outstanding; each RSU equals one share upon vest/settlement |
| Directors’ Deferred Compensation Plan balance | $1,119,722 | Expressed in units based on ASB closing price; equivalent 44,646 shares at $25.08 on Feb 14, 2025 |
| Preferred Depositary Shares (Series E/F) | — | None held |
| Ownership guidelines compliance | In compliance | Directors must hold 5x annual cash retainer; includes deferred units and unvested time‑based RSUs; hedging/pledging prohibited |
Related‑Party Transactions (Conflict Monitoring)
| Transaction | Terms | Governance Handling |
|---|---|---|
| ASB commitments to Generation Growth Capital funds (I/II/III) | $1.0m (Fund I), $1.1m (Fund II), up to $3.0m (Fund III); annual management fees up to 2.0–2.5% of commitments; 20% carried interest and customary fees to GGC | Investments made on same terms as other investors; investments post‑Board appointment reviewed/approved by Corporate Governance & Social Responsibility Committee without Mr. Nettles, under Related Party Transaction policies |
| Lease to Generation Growth Capital at Associated Bank River Center | ~10‑year lease; total payments ~$324,000; minimum annual rent $28,250 plus CAM/taxes | Committee (excluding Mr. Nettles) reviewed market comparables and space conditions; determined terms no less favorable than those with unaffiliated tenants and approved |
| Director/officer loans (aggregate) | ~$21.3m outstanding at 12/31/2024; ~0.46% of consolidated stockholders’ equity | Ordinary‑course banking terms (market rates/collateral); no more than normal risk per management; not itemized to Mr. Nettles |
RED FLAG to monitor: Ongoing financial relationships between ASB and funds/lease tied to an entity led by Mr. Nettles present potential conflicts; mitigated by formal review/approval processes excluding the interested director and application of Related Party Transaction policies ensuring arm’s‑length terms .
Governance Assessment
- Strengths: Independent status; chairs Enterprise Risk Committee, central to bank risk oversight; robust director ownership guidelines with compliance; prohibition on hedging/pledging; separation of Chair/CEO; no compensation committee interlocks; regular executive sessions and strong attendance, supporting board effectiveness .
- Alignment signals: Director pay mix is balanced (cash retainer plus equity RSUs with one‑year vest) and aligned with shareholder value; RSU holdings and significant deferred stock balance indicate “skin‑in‑the‑game” consistent with 5x retainer guideline .
- Watch items/risks: Related‑party investments and lease arrangements with Generation Growth Capital require continued oversight to avoid perceived conflicts; current governance mitigations and approvals are documented, but ongoing disclosure and arm’s‑length validation remain important for investor confidence .