Gale E. Klappa
ASSOCIATED BANC-CORPAbout Gale E. Klappa
Gale E. Klappa (age 73) has served on Associated Banc-Corp’s board since 2016. He is non‑Executive Chairman of WEC Energy Group and previously held multiple senior roles across WEC and Southern Company, including Chairman & CEO and EVP/CFO, and meets audit committee financial expert requirements . He brings more than 40 years of management experience (25+ years at senior executive levels) and is recognized for leadership in southeastern Wisconsin’s economic development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEC Energy Group (NYSE: WEC) | Non‑Executive Chairman | Current | Energy sector governance leadership |
| WEC Energy Group | Chairman & CEO | Oct 2017–Feb 2019 | Led strategy and operations |
| WEC Energy Group | Non‑Executive Chairman | May 2016–Oct 2017 | Board leadership |
| WEC Energy Group | Chairman & CEO | Jun 2015–May 2016 | Transition leadership |
| Wisconsin Energy/We Energies | Chairman & CEO | May 2004–Jun 2015 | Utility operations leadership |
| Southern Company (NYSE: SO) | EVP, CFO & Treasurer | Prior to 2004 | Corporate finance; audit expertise |
| Southern Energy Inc. | Chief Strategic Officer; North American Group President | Prior to 2004 | Strategy and international ops |
| Georgia Power Company | SVP, Marketing | Prior to 2004 | Commercial leadership |
| South Western Electricity (UK) | President & CEO | Prior to 2004 | International utility management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Badger Meter (NYSE: BMI) | Director; Lead Independent Director | Apr 2010–Apr 2023; Lead ID Apr 2020–Apr 2023 | Board leadership in industrials |
| Joy Global Inc. | Director | 2006–2017 (until acquisition) | Mining equipment sector oversight |
| Milwaukee 7 | Co‑Chair | Current | Regional economic development |
| UW–Milwaukee School of Business | Advisory Council | Current | Academic advisory |
Board Governance
- Independence: The board determined all directors (except the CEO) are independent under NYSE rules; Klappa qualifies as independent .
- Attendance: The board met 5 times in 2024; all directors serving all year attended ≥75% of board and committee meetings; all directors attended the 2024 Annual Meeting; executive sessions of non‑management directors held at all regular meetings .
- Committee leadership and memberships (as of Feb 14, 2025):
- Chair, Compensation & Benefits; Member, Corporate Governance & Social Responsibility; Member, Corporate Development .
- Klappa meets the requirements of an audit committee financial expert, though not currently on the Audit Committee .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Benefits | Chair | 5 |
| Corporate Governance & Social Responsibility | Member | 4 |
| Corporate Development | Member | 2 |
- Compensation Committee interlocks: None; no officer/employee members on the committee .
- Governance structure: Chair and CEO roles separated per bylaws; promotes independence and risk management .
Fixed Compensation
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2024 Director Compensation (actual): | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 91,250 | | Stock Awards (RSUs grant date fair value) | 125,000 | | Total | 216,250 |
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Non‑Employee Director Compensation Structure (2025 terms): | Component | Amount/Terms | |---|---| | Annual cash retainer | $80,000 | | Annual RSUs grant | $125,000; vests fully on 1st anniversary | | Additional retainer—Board Chair | $100,000 | | Additional retainer—Committee Chairs | $15,000 (Audit; Compensation & Benefits; Corporate Development; Corporate Governance & SR; Enterprise Risk; Trust) | | Meeting fees | None for standing committees; $1,500 per ad hoc committee meeting |
Performance Compensation
- Director equity is time-based; no performance metrics are used (RSUs vest 100% on the first anniversary; directors may defer settlement under the Directors’ Deferred Compensation Plan) . | Equity Element | Grant/Units | Vesting | Notes | |---|---|---|---| | Annual RSUs | Determined by $125,000 ÷ grant‑date price | 100% at 1 year | Deferral allowed under Director Plan | | Dividend equivalents | Credited and paid at vest/deferment | At vest/defer schedule | Non‑voting until share issuance |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks/Conflicts |
|---|---|---|---|
| WEC Energy Group (NYSE: WEC) | Non‑Executive Chairman | Current | None disclosed with ASB |
| Badger Meter (NYSE: BMI) | Director; Lead ID | Ended Apr 2023 | None disclosed with ASB |
| Joy Global Inc. | Director | Ended 2017 (acquisition) | None disclosed with ASB |
- Related party transactions: No related‑party items disclosed for Klappa; policy requires Corporate Governance & SR Committee review/approval for any “interested transactions” >$120,000 . Example disclosures in 2024 relate to another director, not Klappa .
Expertise & Qualifications
- Audit committee financial expert; extensive CFO and corporate finance background (Southern Company) .
- 40+ years in publicly traded utilities; leadership across strategy, operations, and regional economic development .
- Prior international management experience (UK electric distribution) .
Equity Ownership
| Instrument | Amount | Notes |
|---|---|---|
| Common Stock beneficial ownership | — (none) | Percent of class: 0% |
| RSUs (director) | 25,097 | Vests per grant schedules; non‑voting until settlement |
| Directors’ Deferred Compensation Plan (phantom stock) | $1,002,122; 39,957 equivalent shares | Balance in units tied to ASB stock; included for guideline compliance |
| Series E Preferred—Depositary Shares | 2,000 | Each depositary share represents 1/40th of a preferred share |
| Series F Preferred—Depositary Shares | 2,000 | 1/40th of a preferred share |
| Ownership Guidelines Compliance | Directors must hold ≥5x annual cash retainer; all directors are within expected guidelines | RSUs and Director Plan units count; pledged shares excluded |
| Insider Trading Policy | Hedging and pledging prohibited for directors | Policy filed as Exhibit 19 to 2024 Form 10‑K |
Governance Assessment
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Strengths
- Independent director with deep financial expertise; meets audit financial expert criteria .
- Robust governance policies: chair/CEO separation, clawback policy aligned with NYSE, anti‑hedging/pledging, director stock ownership guidelines (≥5x retainer) with compliance .
- Compensation plan design guards (minimum vesting, double‑trigger CIC vesting, no repricing without shareholder approval) under the 2025 Equity Incentive Plan overseen by the Compensation & Benefits Committee .
- Strong shareholder support: 2024 say‑on‑pay >97% approval .
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Watch items and RED FLAGS
- Discretionary adjustments to variable pay metrics: As Compensation & Benefits Committee Chair, Klappa signed the letter explaining adjustments that excluded balance sheet repositioning losses, resulting in MIP paying 103.3% of target rather than zero and 2022–2024 LTIPP paying 93.75% vs 64.5% unadjusted; while framed as retaining talent and aligning long‑term strategy, these adjustments can raise pay‑for‑performance alignment concerns for some investors .
- Director common equity ownership is via RSUs and phantom stock rather than outright common shares; while compliant with guidelines, direct common ownership is a stronger alignment signal for some governance frameworks .
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Overall implication: Klappa’s profile strengthens board financial oversight and compensation governance, but investors should monitor future use of compensation discretion versus stated performance metrics and continued alignment of director/equity mix with long‑term shareholder value .