John (Jay) B. Williams
ASSOCIATED BANC-CORPAbout John (Jay) B. Williams
John (Jay) B. Williams (age 73) has served on Associated Banc‑Corp’s board since 2011 and is the independent Chairman of the Board. He spent 37 years in banking with leadership roles across retail, commercial, private client, operations, technology, and M&A, and is past President and CEO of the Milwaukee Public Museum. He holds NACD Board Leadership Fellow status, NACD Directorship Certification, and a NACD Certificate in Cybersecurity Oversight, and is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banking sector (various) | Senior leadership roles in retail, commercial, private client, operations, technology; M&A experience | 37 years | Broad operating and transaction expertise across bank functions |
| Milwaukee Public Museum, Inc. | President & CEO (past) | Not disclosed | Museum executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Church Mutual Insurance Company | Chairman of the Board | Current | Insures 100,000+ religious institutions; board leadership |
Board Governance
- Role: Independent Chairman; ASB separates Chairman and CEO to enhance independence and risk oversight; Williams presides over executive sessions of non‑management directors at regular meetings .
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Williams is independent .
- Committee assignments: Member, Corporate Development Committee; as Chairman, may attend any committee meetings. 2024 meetings held: Corporate Development (2), Audit (11), Compensation & Benefits (5), Corporate Governance & Social Responsibility (4), Enterprise Risk (12), Trust (4) .
- Attendance: Board met 5 times in 2024; each director serving all of 2024 attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Attends as needed (Chairman may attend) | No | 11 |
| Compensation & Benefits | Attends as needed | No | 5 |
| Corporate Development | Member | No | 2 |
| Corporate Governance & Social Responsibility | Attends as needed | No | 4 |
| Enterprise Risk | Attends as needed | No | 12 |
| Trust | Attends as needed | No | 4 |
Fixed Compensation
- 2025 structure: $80,000 annual cash retainer; $125,000 annual RSU grant (vests after one year); additional $100,000 retainer for non‑executive Chairman; $15,000 for each committee chair; no meeting fees for standing committees; $1,500 fee for ad hoc committees .
- 2024 actuals for Williams: Cash fees $183,000; Stock awards (RSUs) $125,000; Total $308,000 .
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $183,000 | Includes $100,000 Chair retainer plus base retainer and any applicable fees |
| Annual RSU grant (fair value) | $125,000 | Granted Feb 1, 2024; vests after one year |
| Total 2024 director compensation | $308,000 |
Performance Compensation
- Not applicable. ASB does not tie non‑employee director pay to performance metrics; director equity is time‑based RSUs vesting after one year .
Other Directorships & Interlocks
- Current boards: Church Mutual Insurance Company (Chairman) .
- Compensation & Benefits Committee interlocks: None; no insider participation .
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Church Mutual Insurance Company | Private/Mutual insurer | Chairman | No ASB‑disclosed related party dealings tied to Williams |
Expertise & Qualifications
- Banking leadership across multiple functions; significant M&A experience .
- NACD Board Leadership Fellow; NACD Directorship Certification; NACD Certificate in Cybersecurity Oversight; NACD Directorship 100 honoree (2023) .
- Audit committee financial expert designation (not serving on Audit Committee) .
Equity Ownership
- Common stock: 28,344 shares; less than 1% of class .
- RSUs (director): 46,541 units .
- Deferred compensation plan: Account balance $123,093, equivalent to 4,908 phantom shares as of Feb 14, 2025 .
- Depositary shares (preferred): None .
- Ownership guidelines: Directors must own shares equal to 5× annual cash retainer; hold 100% of restricted stock until guideline met; hedging and pledging prohibited; all directors within expected guidelines .
| Holding | Amount | Notes |
|---|---|---|
| Common stock | 28,344 shares; <1% of class | Beneficial ownership |
| RSUs | 46,541 | Director units vest on first anniversary; settlement or deferral per election |
| Deferred plan phantom stock | $123,093; 4,908 equivalent shares | Valued at $25.08 close on Feb 14, 2025 |
| Pledged/hedged shares | Prohibited by policy |
Governance Assessment
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Strengths
- Independent Chairman role separated from CEO enhances oversight; regular executive sessions led by Williams .
- Robust director ownership guidelines (5× cash retainer), prohibition on hedging/pledging, and clear independence determinations underpin alignment and investor protection .
- Williams’ deep banking/M&A background and NACD cybersecurity oversight credential strengthen board risk and tech governance; audit financial expert designation adds credibility even outside the Audit Committee .
-
Potential watch items
- Company adjusted management incentive outcomes for 2024 and LTIP (2012‑2024 cycle) to exclude balance sheet repositioning impacts, lifting payouts to 103.3% (MIP) and 93.75% (LTIPP) from otherwise below‑threshold/64.5%; investors may scrutinize the committee’s application of discretion. As Chair of the Board, Williams’ oversight posture on pay‑for‑performance consistency is relevant to confidence .
- Related party loans exist in aggregate to directors/officers ($21.3 million; ordinary‑course terms), though no Williams‑specific transactions are disclosed; continued monitoring is prudent .
Overall, Williams’ independence, experience, and structured compensation/ownership policies support board effectiveness. Discretionary adjustments to executive incentives warrant ongoing engagement to ensure alignment with long‑term shareholder value .