Judith P. Greffin
ASSOCIATED BANC-CORPAbout Judith P. Greffin
Independent director since 2017; age 64. Former Executive Vice President and Chief Investment Officer at Allstate Corporation (NYSE: ALL) from 2008–2016, with multiple senior roles at Allstate from 1990–2008; Chartered Financial Analyst (CFA). Currently serves on ASB’s Enterprise Risk Committee and Trust Committee, bringing deep investment, strategy, and risk mitigation expertise from a large public company background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Corporation (NYSE: ALL) | Executive Vice President & Chief Investment Officer | 2008–2016 | Led investment strategy and risk mitigation at scale |
| Allstate Corporation | Senior leadership positions (multiple) | 1990–2008 | Progressive roles across investment and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Church Mutual Insurance Company | Director | Current | Chair, Investment Committee |
| Trustmark Mutual Holding Company | Director | Current | Chair, Investment Committee |
| Northwestern Medical Group (part of Northwestern Memorial Healthcare) | Director | Current | Chair, Investment Committee; Member, Audit Committee |
| Field Museum of Natural History | Director | Current | Board oversight |
| DePaul University | Director | Current | Chair, Investment Committee |
| Growing Community Media | Director | Current | Board oversight |
Board Governance
- Independence: ASB Board determined all directors (except CEO Andrew Harmening) were independent under NYSE rules; Greffin is independent .
- Committees: Member, Enterprise Risk; Member, Trust; not a chair .
- Committee meeting cadence (2024): Enterprise Risk (12), Trust (4) .
- Attendance and engagement: The Board held 5 meetings in 2024; each director serving all year attended at least 75% of Board and applicable committee meetings; non-management directors held executive sessions at all regular board meetings; directors expected to attend the annual meeting and did so in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Grant ($) | Meeting Fees | Other | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (actual) | 80,000 | 0 (not a chair) | 125,000 RSUs (grant-date fair value) | No regular meeting fees | 0 | 205,000 |
| 2025 Non-Employee Director Program Terms | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Annual RSU grant (Feb 1; fully vests at 1 year) | $125,000 |
| Non-executive Chairman additional retainer | $100,000 |
| Committee chair additional retainer | $15,000 (Audit, Compensation, Corporate Development, Corporate Governance, Enterprise Risk, Trust) |
| Ad hoc committee meeting fee | $1,500 (if convened) |
| Option awards | None (not used for directors) |
Notes:
- For directors serving on Feb 1, 2024, RSU count determined by $125,000 ÷ $20.84 (closing price on grant date); shares vest 100% on first anniversary; settlement may be deferred under the Directors’ Deferred Compensation Plan .
Performance Compensation
Directors’ equity is service-based RSUs; ASB does not use performance metrics (TSR, EBITDA, ESG, etc.) for non-employee director pay. RSUs vest 100% one year post-grant; directors may elect to defer settlement; distributions occur 6 months post-board service in lump sum or installments per prior elections .
| Element | Terms |
|---|---|
| RSU vesting | 100% on first anniversary of grant |
| Deferral mechanism | Settlement of vested RSUs may be deferred under Director Plan |
| Distribution | Begins 6 months after service ends; lump sum or 5/10-year installments |
| Clawbacks/COC provisions | Not disclosed for directors (Executive policies covered elsewhere) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Greffin |
| Private/mutual/nonprofit boards | Church Mutual Insurance Company; Trustmark Mutual Holding Company; Northwestern Medical Group; Field Museum; DePaul University; Growing Community Media |
| Potential interlocks/conflicts | No Greffin-specific related-party transactions disclosed; ordinary-course banking transactions with directors/officers existed with aggregate director/officer-related loans at ~$21.3M as of 12/31/2024 on market terms (0.46% of equity); named related-party items referenced another director, not Greffin |
Expertise & Qualifications
- Investment and risk: Former CIO at a Fortune 500 insurer; extensive strategy and risk mitigation background .
- Governance and finance: Chairs multiple investment committees; audit oversight experience at Northwestern Medical Group .
- Professional credential: Chartered Financial Analyst (CFA) .
- ASB committees aligned to skills: Enterprise Risk and Trust oversight .
Equity Ownership
| Instrument | Amount | Percent of Class |
|---|---|---|
| Common Stock (beneficial ownership) | — | — |
| RSUs (outstanding, non-voting) | 17,347 | N/A |
| Directors’ Deferred Compensation Plan (phantom stock) | $1,002,122 balance; 39,957 equivalent shares (as of Feb 14, 2025; $25.08/share) | N/A |
Ownership alignment:
- Stock ownership guidelines: Directors must hold shares equal to 5× annual cash retainer; includes deferred plan and unvested time-based RSUs; excludes options, unvested performance RSUs, preferred shares, and pledged shares .
- Compliance: All directors and NEOs are within expected guidelines .
- Hedging/pledging: Prohibited under ASB’s Insider Trading Policy; pledged shares excluded from guideline compliance .
Governance Assessment
- Board effectiveness: Greffin’s CIO background and CFA credential align with Enterprise Risk and Trust oversight, contributing to robust risk governance in a regulated banking environment .
- Independence and engagement: Confirmed independent; attended at least 75% of Board/committee meetings in 2024; participates in regular executive sessions—supports investor confidence in board oversight .
- Pay mix and alignment: Balanced cash ($80k) and time-based equity ($125k RSUs) with no options or meeting fees; chair fees only for chairs—consistent with S&P 400 benchmarking via Mercer; structure promotes alignment without encouraging undue risk .
- Ownership signals: Although no common shares are listed under “beneficial ownership,” substantial phantom stock in the Director Plan and RSU holdings, combined with guideline compliance, indicate strong skin-in-the-game within ASB’s defined framework .
- Conflicts/related-party exposure: No Greffin-specific related-party transactions disclosed; aggregate ordinary-course director/officer banking relationships are at market terms with modest exposure relative to equity (0.46%), reducing conflict risk .
RED FLAGS
- None disclosed specific to Greffin (no related-party transactions, hedging/pledging prohibited, attendance thresholds met, and compensation aligned with market benchmarks) .