Karen T. van Lith
ASSOCIATED BANC-CORPAbout Karen T. van Lith
Independent director of Associated Banc-Corp since 2004 (age 65). Chair of the Trust Committee and member of the Compensation & Benefits Committee. Former CPA with finance/accounting training; founder and CEO of APEL Worldwide, LLC. Prior operating roles include CEO and director of MakeMusic, Inc. and President/CEO of Gelco Information Network; NACD Director Certification and designated “audit committee financial expert” (though not currently on ASB’s Audit Committee) . The Board affirms independence for all directors other than the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MakeMusic, Inc. (public) | Chief Executive Officer and Director | Not disclosed (prior to 2019) | Led technology solutions company; transformation leadership |
| Gelco Information Network (private) | President & Chief Executive Officer | Not disclosed | Transaction/information processing; transformation leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APEL Worldwide, LLC (eCommerce investor) | Founder & CEO | Current (not dated) | Founder/operator role |
| E.A. Sween (Deli Express) (private) | Director | 2012–2019 | Private company board |
| XRS Corporation (public) | Director | 2010–2014 | Sold to Omnitracs in 2014 |
| CNS, Inc. (public) | Director | 2003–2006 | Sold to GlaxoSmithKline in 2006 |
Board Governance
- Committee assignments
- Trust Committee: Chair (4 meetings in 2024)
- Compensation & Benefits Committee: Member (5 meetings in 2024)
- Independence: Independent director under NYSE rules (CEO is the only non-independent director)
- Attendance/engagement: Board held 5 meetings in 2024; each director who served all year attended at least 75% of Board and assigned committee meetings; non-management directors held executive sessions at all regular board meetings
- Governance structure: Chair and CEO roles separated, enhancing independence and risk oversight
- Committee mandates (selected)
- Trust Committee supervises fiduciary/trust activities at Associated Bank, N.A. and Associated Trust Company, N.A.
- Compensation & Benefits Committee oversees total rewards, incentive risk alignment, and engages independent compensation consultant
- Compensation Committee interlocks: None reported
Fixed Compensation (Director)
Policy framework (2025):
- Annual cash retainer: $80,000; no meeting fees
- Committee chair retainer (e.g., Trust Committee): $15,000
- Non-executive Board Chair retainer: $100,000 (for Chairman; not applicable to van Lith)
Actual for 2024 (van Lith):
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 94,250 |
| Stock Awards (grant-date fair value) | 125,000 |
| Total | 219,250 |
Notes: Non-employee director RSUs are granted annually (Feb 1) and vest 100% on the first anniversary; settlement may be deferred under the Directors’ Deferred Compensation Plan .
Performance Compensation (Director)
Directors do not have performance-based pay metrics; equity is delivered as time-based RSUs.
- Annual RSU grant: $125,000 (for directors serving on Feb 1, 2024; number of RSUs determined by dividing $125,000 by the Feb 1 closing price of $20.84)
- Vesting: Director RSUs vest 100% on the first anniversary of the grant date; shares may be deferred at election
- Clawback/hedging/pledging: Executive and director awards subject to clawback; hedging and pledging of common stock prohibited under Insider Trading Policy
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond ASB |
| Prior public company boards | XRS Corporation (2010–2014), CNS, Inc. (2003–2006) |
| Committee interlocks (Compensation) | None reported (SEC-defined) |
| Related-party transactions | No transactions disclosed involving van Lith; only director-specific RPT disclosed relates to another director (Cory L. Nettles) |
Expertise & Qualifications
- Finance/accounting background; former CPA; practiced at an international public accounting firm
- Audit committee financial expert designation (not currently on ASB’s Audit Committee)
- Transformation leadership in technology and information processing companies
- NACD Director Certification
Equity Ownership
As of February 14, 2025:
| Holding | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 13,445 | <1% of class |
| RSUs (director) | 46,541 | Contingent right to one share per unit; director RSUs vest 100% after 1 year |
| Directors’ Deferred Compensation Plan – phantom stock (equivalent shares) | 27,075 | Account balance $679,041; units are non-voting |
| Preferred depositary shares (Series E/F) | 0 | None held |
| Hedging/pledging | Prohibited by policy; pledged shares excluded from ownership guideline calculations |
Ownership alignment framework:
- Director stock ownership guideline: 5× annual cash retainer; must hold 100% of restricted shares until guideline met
- Compliance: “All Associated directors and NEOs are within the expected guidelines”
Insider Trades (last 12–15 months; Form 4 sourced)
| Date | Transaction | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2025-08-29 | Open market sale | 5,998 | $27.125–$27.1253 | 54,933 direct | |
| 2025-09-12 | Open market sale | 8,061 | $20.4802 (wtd avg) | Not stated | |
| 2025-09-15 | RSU dividend-equivalent units credited | 45 and 372 | $25.92 (per unit valuation) | Increased beneficial units |
Note: Links summarize Form 4 disclosures; monitor for continuing patterns.
Governance Assessment
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Strengths
- Independent director with deep finance/accounting credentials (CPA) and audit committee financial expert status; significant operating and board experience in tech and transaction processing .
- Governance structure separates Chair/CEO; robust committee framework; regular executive sessions; independence standards met .
- Director ownership guidelines and anti-hedging/pledging policy enhance alignment; van Lith holds common shares, RSUs, and deferred phantom stock; all directors within guidelines .
- No Compensation Committee interlocks; no related-party transactions disclosed for van Lith .
- Shareholder support backdrop: 2024 Say-on-Pay approval >97% .
-
Watch items
- Compensation Committee (where van Lith serves) approved adjusted payouts to exclude nonrecurring balance sheet repositioning impacts: 2024 MIP funded at 103.3% (vs. below-threshold unadjusted), and 2022–2024 LTIPP payout at 93.75% (vs. 64.5% unadjusted). While grounded in strategic repositioning rationale, exercise of discretion can attract scrutiny on pay-for-performance rigor .
- 2025 insider sales: Multiple Form 4-reported sales by van Lith in 2H’25. Not necessarily problematic, but continued net selling by directors can be interpreted as a neutral-to-negative sentiment signal; monitor cadence and context .
-
Overall view
- Van Lith brings strong fiduciary credentials, tenure, and relevant committee leadership (Trust Committee). Alignment mechanisms (ownership, anti-hedging/pledging) and governance structure are favorable. The 2024 compensation adjustments, while defensible per Board disclosures, merit continued monitoring of Compensation Committee decision-making consistency relative to shareholder expectations .