John A. Utz
ASSOCIATED BANC-CORPAbout John A. Utz
Executive Vice President, Head of Specialized Industries & Capital Markets and Milwaukee Market President at Associated Banc‑Corp (ASB). Utz is one of the Named Executive Officers (NEOs) and appears to have 14 years of credited service under ASB’s Retirement Account Plan, indicating long tenure at the company . Education and age are not disclosed in the 2025 proxy. ASB’s incentive design for NEOs emphasizes pay for performance tied to company metrics including Net Income After Tax, Revenue Before Long‑Term Credit Charge, Operating Leverage, Relative TSR versus the KBW Nasdaq Regional Banking Total Return Index, and ROCET1, with 2024 MIP paid at 103.3% after adjustments and the 2022–2024 LTIPP funded at 93.75% of target . Company pay-versus-performance tracking shows a $100 investment value of $133.13 in 2024 and GAAP net income of $123,145 thousand, contextualizing performance backdrop for compensation outcomes .
Past Roles
Not disclosed in the 2025 DEF 14A .
External Roles
Not disclosed in the 2025 DEF 14A .
Fixed Compensation
2024 target mix and base pay for John A. Utz:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $473,750 | $490,000 | $490,000 |
| Short-Term Incentive Target (% of Base) | n/d | n/d | 75% |
| Short-Term Incentive Target ($) | n/d | n/d | $367,500 |
| Short-Term Incentive Actual ($) | $596,533 | $246,225 | $379,628 |
| Long-Term Incentive Target (% of Base) | n/d | n/d | 110% |
| Long-Term Incentive Target ($) | n/d | n/d | $539,000 |
2022–2024 summary compensation components:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $473,750 | $490,000 | $490,000 |
| Stock Awards (Grant-date fair value) | $522,490 | $538,986 | $538,980 |
| Non-Equity Incentive (MIP) | $596,533 | $246,225 | $379,628 |
| Change in Pension Value | $7,638 | $11,234 | $13,452 |
| All Other Compensation | $60,686 | $64,036 | $60,106 |
| Total | $1,661,098 | $1,350,482 | $1,482,166 |
Performance Compensation
2024 equity grant detail (grant date: January 30, 2024):
| Instrument | Grant Date | Target Shares | Max Shares | Grant-date Fair Value ($) |
|---|---|---|---|---|
| RSUs (time-based) | 1/30/2024 | 6,164 | n/a | $134,745 |
| PRSUs (performance-based) | 1/30/2024 | 18,492 | 27,738 | $404,235 |
2024 MIP design and payout:
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Net Income After Tax (NIAT) | 40% | n/d | Adjusted for balance sheet repositioning | Overall plan 103.3% |
| Revenue Before LTCC | 30% | n/d | Adjusted for balance sheet repositioning | Overall plan 103.3% |
| Operating Leverage | 30% | n/d | Adjusted for balance sheet repositioning | Overall plan 103.3% |
| Individual Payout (Utz) | — | $367,500 target | $379,628 | 103.3% |
Long-Term Incentive design:
- 2024–2026 LTIPP: 65% Relative TSR vs KRXTR, capped at 100% if absolute TSR is negative; 35% Absolute ROCET1 (NIAC/CET1 average across three years). Vesting range 0–150% of target .
- 2022–2024 LTIPP: 50% Relative TSR vs KRXTR; 50% Relative ROATCE vs KRXTR; Committee adjusted outcomes to exclude 2023–2024 balance sheet repositioning impacts; overall payout 93.75% of target .
2022–2024 LTIPP vesting for Utz:
| LTIPP Cycle | Target Shares | Actual Vested Shares | Payout (% of Target) |
|---|---|---|---|
| 2022–2024 | 16,047 | 15,043 | 93.75% |
Vesting schedules (time-based RSUs outstanding at 12/31/2024):
| Grant Cohort | Shares | Vesting |
|---|---|---|
| TBRSUs (various 2021–2024 grants) | 1,848; 2,676; 4,602; 6,164 | Feb 8, 2025 (1,848) ; Feb 8, 2025 & Feb 8, 2026 (2,676) ; Feb 8, 2025/2026/2027 (4,602) ; Feb 8, 2025/2026/2027/2028 (6,164) |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Category | Amount |
|---|---|
| Common Shares Owned | 119,331 |
| Shares Issuable Within 60 Days (Options) | 145,763 |
| RSUs (all types) | 130,082 |
| Ownership % of Common Stock | <1% |
Option awards (all vested; last grant in 2020):
| Strike ($) | Expiration | Quantity |
|---|---|---|
| 17.38 | 2/1/2026 | 8,135 |
| 25.20 | 2/6/2027 | 24,465 |
| 24.25 | 2/6/2028 | 28,818 |
| 22.01 | 2/5/2029 | 33,777 |
| 20.32 | 2/4/2030 | 50,568 |
Ownership guidelines and pledging:
- Stock ownership guideline for NEOs is 3× base salary; executives must retain 100% of net-after-tax restricted shares until guidelines are met; all NEOs are within expected guidelines .
- ASB prohibits hedging and pledging by executive officers; NEOs are in compliance .
Transactions and insider selling pressure indicators:
- 2024: Utz exercised 78,053 options (realized $575,332) and had 22,932 shares vest, including 11,824 deferred shares valued at $282,594 .
Employment Terms
Contracts, severance, change of control (COC), clawbacks, and perquisites:
- Employment agreements: ASB does not have employment agreements with NEOs; post-termination benefits are discretionary under the Severance Pay Plan (capped at 200% of base salary) .
- COC Agreements: Double trigger; upon termination without Cause or for Good Reason within two years after a change in control, NEOs receive 2× the sum of base salary and target cash incentive; 24 months of medical/dental/life benefits; maximum employer retirement contributions (RAP/401k/ESOP/SERP) for 24 months; prorated target cash incentive; outplacement; RSUs vest (performance RSUs remain subject to performance) .
- Clawback: NYSE-compliant clawback policy requires recovery of erroneously awarded incentive compensation from current/former executives after a restatement; applies to time-based and performance awards .
- Tax gross-ups: No excise tax gross-ups; ASB applies best-after-tax cutback if 280G excise tax would apply .
- Deferred compensation/SERP: 2024 registrant contribution $19,118; aggregate SERP balance $559,304; 2024 SERP earnings $61,929 .
- Pension (RAP): Credited service 14 years; present value of accumulated benefit $181,010 (2024) .
- Perquisites (2024): Social and similar club dues $4,788; executive physical $3,300; wellness $225; ESPP match $1,470; corporate gifts $150 .
Illustrative COC value table (based on 12/31/2024 assumptions):
| Benefit Component | Amount ($) |
|---|---|
| Salary Continuation | $980,000 |
| Medical/Dental/Life Benefits | $50,751 |
| Retirement Plan Contributions (RAP, 401k, SERP) | $83,086 |
| Annual Incentive (MIP) | $735,000 |
| Outplacement | $7,650 |
| Value of Restricted Stock & RSUs | $1,720,272 |
| Options | $0 |
| Total | $3,576,759 |
Compensation Structure Analysis
- Equity-heavy LTI with 75% PRSUs and 25% RSUs indicates strong linkage to multi-year performance and retention .
- Shift from ROATCE to Absolute ROCET1 in 2024–2026 LTIPP increases stability and capital-soundness focus in performance metrics .
- Committee applied material adjustments to both MIP (103.3% vs below-threshold unadjusted) and LTIPP (93.75% vs 64.50% unadjusted) to exclude nonrecurring balance sheet repositioning impacts — positive for retention, but introduces discretion risk if repeated .
Say‑on‑Pay & Compensation Peer Group
- 2024 say‑on‑pay approval: more than 97% support .
- Peer group selection: 21 regional banks (~$18–71B assets), target compensation positioned around market median; peer list and methodology disclosed .
Equity Award Detail (Outstanding at 12/31/2024)
| Category | Shares/Value |
|---|---|
| Time-Based RSUs (unvested counts above) | Market value reflected in outstanding awards table using $23.90/share |
| Performance RSUs (target counts across 2022–2024 cohorts) | Included in “Equity incentive awards not yet vested” values |
Investment Implications
- Alignment: Significant equity-based compensation, strict anti-pledging/hedging, and robust ownership guidelines support shareholder alignment; Utz’s ownership and RSU balances plus in-the-money options (at $23.90, strikes $17.38/$20.32/$22.01) provide ongoing exposure to ASB’s equity trajectory .
- Retention: Double-trigger COC and RSU vesting schedules through Feb 2028 provide retention hooks; absence of employment agreements increases Committee flexibility but may elevate negotiated separation variability .
- Trading signals: 2024 option exercises and upcoming RSU vest tranches could create episodic selling pressure around vest dates; monitor Form 4 filings for timing and volume .
- Governance and risk: Discretionary adjustments to 2024 MIP and 2022–2024 LTIPP boosted payouts; investors should track whether such adjustments remain one-offs or become recurring, which could dilute pay-for-performance rigor over time .