Derek S. Meyer
ASSOCIATED BANC-CORPAbout Derek S. Meyer
Executive Vice President and Chief Financial Officer of Associated Banc-Corp (and Associated Bank) since August 2022; age 58. Prior to ASB, he spent 22 years at Huntington Bank in senior finance roles including Corporate Treasurer (2019–June 2022) and Financial Planning & Analysis Director (2011–2019), overseeing treasury, FP&A, stress testing, M&A due diligence, regulatory matters, and process/controls implementation . ASB’s pay-for-performance is anchored by a 75% PRSU / 25% RSU long-term mix and company-wide MIP; 2024 MIP paid at 103.3% of target on adjusted results, and 2022–2024 LTIPP paid at 93.75% (adjusted) with metrics in 50/50 weights: Relative TSR vs KRXTR and Relative ROATCE vs KRXTR (unadjusted LTIPP would have been 64.5%) . In 2024, ASB’s pay-versus-performance table shows cumulative TSR value of $133.13 vs KRXTR $130.90 and net income of $123,145k; adjusted operating leverage was -2.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Associated Banc-Corp | EVP, Chief Financial Officer | Aug 2022–Present | Principal Financial Officer; signatory on 10-K certifications and responsible for external reporting, controls and capital allocation . |
| Huntington Bank | EVP, Corporate Treasurer | 2019–Jun 2022 | Led treasury; liquidity/capital, funding, balance sheet risk; regulatory engagement . |
| Huntington Bank | EVP, FP&A Director | 2011–2019 | Enterprise planning, stress testing, M&A due diligence, process/controls implementation . |
Fixed Compensation
- Base salary increase effective Jan 1, 2024: +$60,000 to $550,000, to maintain competitive positioning vs peers .
- 2024 target pay mix: STI 80% of salary; LTI 110% of salary (LTI paid 75% PRSUs, 25% RSUs) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $204,167 | $490,000 | $550,000 |
| STI Target (% of Salary) | — | 75% | 80% |
| STI Target ($) | — | $367,500 | $440,000 |
| LTI Target (% of Salary) | — | 110% | 110% |
| LTI Target ($) | — | $539,000 | $605,000 |
Summary Compensation (reported dollars)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $204,167 | $490,000 | $550,000 |
| Bonus | $150,000 (sign-on) | $0 | $0 |
| Stock Awards (Grant-Date FV) | $1,230,988 | $538,986 | $604,997 |
| Non-Equity Incentive (MIP) | $257,260 | $246,225 | $454,520 |
| Change in Pension Value | $0 | $0 | $5,175 |
| All Other Compensation | $177,699 | $75,668 | $48,756 |
| Total | $2,020,114 | $1,350,880 | $1,663,448 |
All Other Compensation detail (selected items, 2024)
| Item | 2024 Amount |
|---|---|
| 401(k) Match | $17,250 |
| SERP Contribution | $13,751 |
| Financial Planning | $13,805 |
| Executive Physical | $3,300 |
| Corporate Gifts | $650 |
Performance Compensation
2024 MIP (Short-Term Incentive)
- Company adjusted performance funded at 103.3% of target; no individual modifiers; payout = target x 103.3% .
| Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|
| Company Adjusted Performance | 100% | 103.3% | 103.3% of target | Annual cash (2024) |
| Derek Meyer MIP | $440,000 | $454,520 | 103.3% | Annual cash (2024) |
Long-Term Incentive (LTIPP and RSUs)
- 2024 LTI opportunity: $605,000 (75% PRSUs = $453,750; 25% RSUs = $151,250) .
- PRSU design: 3-year performance; 50% Relative TSR vs KRXTR and 50% Relative ROATCE vs KRXTR; payout range 0%–150%; negative absolute TSR caps payout at 100% .
- 2022–2024 LTIPP: Adjusted payout 93.75% (unadjusted 64.5%) reflecting adjustments for 2023–2024 balance sheet repositioning; Derek target shares 25,033, actual vested 23,468 .
| Plan/Grant | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 LTIP | PRSUs | 75% | $453,750 | Performance-based | 0%–150% | End of performance period |
| 2024 LTIP | RSUs (time-based) | 25% | $151,250 | N/A | Time-based | 3–4 year minimum vesting |
| 2022–2024 PRSUs | TSR vs KRXTR | 50% | 25,033 sh (target) | 23,468 sh | 93.75% (adjusted) | At end of 3-year period |
| 2022–2024 PRSUs | ROATCE vs KRXTR | 50% | — | — | — | — |
Grants of Plan-Based Awards (2024)
| Grant | Threshold | Target | Max |
|---|---|---|---|
| MIP (cash) | $0 | $440,000 | $770,000 |
| PRSUs (shares) | 0 | 20,757 | 31,135 |
| RSUs (shares) | — | 6,919 | — |
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 14, 2025): 44,555 common shares; <1% of class . RSUs outstanding: 114,205 .
- Insider trading policy prohibits hedging and pledging of ASB stock; pledged shares do not count toward ownership guidelines; all NEOs are in compliance .
- Executive stock ownership guideline: 3x base salary for NEOs; must hold 100% of net-after-tax restricted stock until guideline met .
Outstanding Equity Awards (12/31/2024)
| Type | Quantity | Market Value | Vesting Details |
|---|---|---|---|
| Time-based RSUs | 12,517 | $299,156 | Vests fully Aug 1, 2025 |
| Time-based RSUs | 4,602 | $109,988 | Vests in 3 equal installments on Feb 8, 2025/2026/2027 |
| Time-based RSUs | 6,919 | $165,364 | Vests in 4 equal installments on Feb 8, 2025/2026/2027/2028 |
| PRSUs (target) | 64,198 | $1,534,332 | Performance-based (2022–2024, 2023–2025, 2024–2026 cycles) |
Vesting/Supply Indicators
- 2025 vesting dates: Feb 8 (time-based tranches) and Aug 1 (12,517 sh single-vest), potential selling pressure around settlements; 2024 vesting totaled 14,082 shares (realized value $332,532) for Meyer; no option exercises in 2024 .
Beneficial Ownership Snapshot
| Holder | Common Shares | Shares Issuable Within 60 Days | % of Class |
|---|---|---|---|
| Derek S. Meyer | 44,555 | — | <1% |
Employment Terms
Change-in-Control (CIC) Protections and Severance Economics
- Double-trigger vesting: equity vests upon involuntary termination without cause within 2 years post-CIC; Committee may adjust/assume/settle awards; cash-out mechanics for in/at-the-money options; plan includes minimum vesting standards .
- Best-net cutback (no excise tax gross-up) under 280G/4999; awards reduced only if it yields better after-tax outcome .
- CIC severance components for Meyer (12/31/2024): Salary continuation $1,100,000; medical/dental/life benefits $50,751; retirement plan contributions $72,352; annual incentive $880,000; outplacement $7,650; accelerated unvested stock/RSUs $2,223,178; options $0; total $4,333,931 .
- Restrictive covenants: perpetual confidentiality/mutual non-disparagement; restrictions on interfering with customers/colleagues for 6 months following termination .
- Clawback: NYSE-compliant policy covers time- and performance-based awards; mandatory recovery upon restatements; applies to NEOs .
- Company notes a discretionary Severance Pay Plan for separations outside of CIC (benefits not estimable) .
Pension and Deferred Compensation
| Plan | Years Credited | 2024 Present Value | 2024 SERP Registrant Contribution | 2024 SERP Aggregate Balance |
|---|---|---|---|---|
| RAP (cash-balance pension) | 1 | $5,175 | — | — |
| SERP (nonqualified) | — | — | $13,751 | $29,427 |
Performance & Track Record
Pay Versus Performance indicators (company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| ASB TSR (Value of $100) | $117.92 | $114.55 | $133.13 |
| Peer TSR (KRXTR) | $116.10 | $115.64 | $130.90 |
| Net Income ($000s) | $366,122 | $182,956 | $123,145 |
| Adjusted Operating Leverage | 11.9% | 1.3% | -2.0% |
Compensation discretion and adjustments
- 2023 MIP funded at 67% (adjusted) to exclude special FDIC assessment and balance sheet restructuring; otherwise would have been below threshold (zero payout) .
- 2022–2024 LTIPP adjusted to 93.75% from 64.5% (unadjusted) due to 2023–2024 balance sheet repositioning; target/actual shares for Meyer: 25,033 vs 23,468 .
Investment Implications
- Alignment: High at-risk pay mix for CFO (LTI 110% of salary; 75% PRSUs tied to relative TSR and ROATCE) supports long-term value orientation; robust stock ownership guidelines (3x salary, 100% hold on restricted shares until compliant), anti-hedging/anti-pledging, and NYSE-compliant clawback strengthen governance .
- Discretion risk: Repeated adjustments (2023 MIP to 67%; 2022–2024 LTIPP to 93.75% from 64.5%) increased payouts despite macro and balance sheet repositioning headwinds—watch for persistence of “adjusted” frameworks diluting pay-for-performance tension .
- Near-term supply: Concentrated time-based RSU vests on Feb 8 annually and a single-vest tranche on Aug 1, 2025 (12,517 shares) may create episodic selling pressure for tax/liquidity; 14,082 shares vested in 2024 (no option overhang) .
- Retention/resignation calculus: CIC economics (~$4.33m illustrative as of 12/31/24), double-trigger vesting, and short restrictive period (6 months non-solicit) suggest competitive but not entrenching protections; no excise tax gross-up (best-net cutback) is shareholder friendly .
- Ownership: Beneficial ownership is modest (44,555 common shares; <1% of class) but supplemented by significant unvested RSUs/PRSUs; pledge prohibition mitigates alignment risk from collateralization .