Eileen A. Kamerick
ASSOCIATED BANC-CORPAbout Eileen A. Kamerick
Independent director of Associated Banc-Corp since 2007; age 65. Former CFO at Houlihan Lokey, Heidrick & Struggles, Leo Burnett, and BP Amoco Americas; adjunct professor focused on corporate governance and finance. She chairs ASB’s Corporate Governance & Social Responsibility Committee and serves on the Compensation & Benefits and Corporate Development Committees; qualifies as an SEC “audit committee financial expert,” and holds NACD Board Leadership Fellow status, NACD Directorship Certification, and the CERT Certificate in Cybersecurity Oversight (NACD Master Class attendee; NACD Directorship 100 honoree in 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Chief Financial Officer | Prior to ASB board service (not dated) | Senior finance leadership (public-company CFO experience) . |
| Heidrick & Struggles International, Inc. | Chief Financial Officer | Prior to ASB board service (not dated) | Executive finance leadership . |
| Leo Burnett | Chief Financial Officer | Prior to ASB board service (not dated) | Executive finance leadership . |
| BP Amoco Americas | Chief Financial Officer | Prior to ASB board service (not dated) | Executive finance leadership . |
| Various law schools | Adjunct professor | Ongoing | Lectures on corporate governance and corporate finance . |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| ACV Auctions (NASDAQ: ACVA) | Independent Director | Current | Audit Committee Chair . |
| VALIC Company I | Independent Director | Current | Independent fund board role . |
| Legg Mason Closed-End Funds (~$10B AUM) | Chairman of the Board | Current | Oversees mutual fund complex governance . |
| Hochschild Mining plc | Director | Nov 2016 – Jun 2023 | Former public company director . |
| AIG and Anchor Trust Funds (24 trusts) | Trustee | Jan 2018 – Dec 2021 | Former fund trustee . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent under NYSE rules; includes Ms. Kamerick . |
| Committee assignments (as of Feb 14, 2025) | Chair: Corporate Governance & Social Responsibility; Member: Compensation & Benefits; Member: Corporate Development . |
| Audit committee financial expert | Meets requirements though not currently serving on ASB’s Audit Committee . |
| Meeting cadence (2024) | Board: 5 meetings; Committees: Audit 11, Comp & Benefits 5, Corporate Dev 2, Governance 4, Enterprise Risk 12, Trust 4 . |
| Attendance | Each director serving all of 2024 attended ≥75% of Board and applicable committee meetings; all directors attended 2024 Annual Meeting . |
| Leadership structure | Separate Chair and CEO roles; non-executive Chair enhances independence . |
| Executive sessions | Non-management directors held executive session at all regular Board meetings in 2024 . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer and chair fees | $91,250 | ASB’s 2025 policy: $80,000 annual retainer; $15,000 additional retainer for each standing committee chair; $100,000 for non-executive Chair; no standing meeting fees; $1,500 ad hoc fee if convened . |
| Equity retainer (RSUs) | $125,000 grant-date fair value | Annual director RSUs vest 100% on first anniversary; prorated for off-cycle appointments; settlement may be deferred under Directors’ Deferred Compensation Plan . |
| Total 2024 director compensation | $216,250 | Sum of cash fees and RSU grant . |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Time-based annual equity | None (not performance-linked) | 100% on first anniversary; directors may defer settlement into the Directors’ Deferred Compensation Plan . |
Note: ASB’s executive incentive programs were adjusted in 2024 to exclude nonrecurring balance sheet repositioning impacts; the Management Incentive Plan paid at 103.3% of target and the 2022–2024 LTIPP paid at 93.75% of target (vs. 64.5% unadjusted). As a Compensation & Benefits Committee member, Ms. Kamerick participated in this oversight. Some investors may view such adjustments as a governance sensitivity requiring clear disclosure and rationale .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | ACV Auctions (Audit Chair) . |
| Fund boards | VALIC Company I (independent director); Legg Mason Closed-End Funds (Chairman) . |
| Prior public boards | Hochschild Mining plc (2016–2023) . |
| Committee interlocks | ASB discloses no Compensation & Benefits Committee interlocking relationships . |
Expertise & Qualifications
- Financial expertise: Multiple public-company CFO roles; designated audit committee financial expert .
- Governance credentials: NACD Board Leadership Fellow; NACD Directorship Certification; CERT Certificate in Cybersecurity Oversight; NACD Master Class; NACD Directorship 100 (2022) .
- Academic & advisory: Adjunct professor in corporate governance and finance; governance and financial strategy consulting .
Equity Ownership
| Security/Program | Amount |
|---|---|
| Common Stock (beneficial) | 9,954 shares |
| RSUs (director grants; includes deferred balances) | 46,541 units |
| Directors’ Deferred Compensation Plan | $745,228 balance; equivalent to 29,714 common shares at $25.08 as of Feb 14, 2025 |
| Preferred (Depositary Shares, Series E/F) | None |
| Ownership guidelines | Directors must hold shares equal to 5x annual cash retainer; ASB states all directors are within expected guidelines . |
| Hedging/Pledging | Prohibited for directors (policy applies to directors, executive officers, and key policy-makers) . |
| Ownership as % of shares outstanding | ~0.006% based on 9,954 common shares/166,505,979 shares outstanding (as of Feb 14, 2025) (calc.; shares outstanding from ). |
Governance Assessment
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Strengths
- Independent director with deep finance, audit, and governance expertise; designated audit committee financial expert .
- Chairs Corporate Governance & Social Responsibility Committee and serves on Compensation & Benefits and Corporate Development—positions of meaningful governance influence .
- Strong alignment mechanisms: sizable RSU holdings/deferred balances; robust 5x retainer ownership guideline; hedging and pledging prohibited .
- Board structure and practices: separated Chair/CEO; regular executive sessions; high attendance; independence affirmed .
- Director pay structure benchmarked by independent consultant (Mercer); market-aligned mix of cash and equity with simple, transparent terms .
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Watch items / potential red flags
- Compensation Committee adjustments: 2024 MIP and 2022–2024 LTIPP outcomes adjusted to exclude significant, nonrecurring balance sheet repositioning items (MIP 103.3%; LTIPP 93.75% vs. 64.5% unadjusted). While ASB disclosed rationale (strategy alignment and retention), investors often scrutinize such discretion for consistency and pay-for-performance integrity .
- External commitments: Multiple fund/governance roles (ACV Auctions audit chair; Legg Mason funds chair; VALIC) create a heavy workload. However, no attendance deficits disclosed and ≥75% attendance threshold was met in 2024 .
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Conflicts and related-party transactions
- ASB’s related-party section lists specific director/officer transactions; none involve Ms. Kamerick. Policy requires Corporate Governance & Social Responsibility Committee review/approval of any “interested transaction” >$120,000 on arm’s-length terms .
-
Shareholder sentiment
- Say-on-Pay support exceeded 97% at the 2024 Annual Meeting, indicating broad investor support for the compensation framework overseen by the Committee on which Ms. Kamerick serves .
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