Kristen M. Ludgate
ASSOCIATED BANC-CORPAbout Kristen M. Ludgate
Kristen M. Ludgate (age 62) is an independent director of Associated Banc-Corp (ASB) since 2024, serving on the Compensation and Benefits Committee; her background spans senior HR leadership and legal/compliance roles at HP Inc. and 3M Company . Most recently she was HP Inc.’s Chief People Officer from 2021 through January 2025 and now serves as a Strategic Advisor at HP; prior roles include EVP/CHRO at 3M (2018–2021), SVP Enterprise Services & Communications, Associate General Counsel & Chief Compliance Officer, and Associate General Counsel & Chief Employment Counsel, with board leadership at the HP Foundation and 3M Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. (NYSE: HPQ) | Strategic Advisor | 2025–present | Advises on people, culture, workforce strategy; previously co-chaired HP’s enterprise crisis management team . |
| HP Inc. | Chief People Officer | 2021–Jan 2025 | Led global people, culture, and HR programs for HP’s worldwide organization . |
| 3M Company (NYSE: MMM) | EVP & Chief Human Resources Officer | 2018–2021 | Led People & Culture as a strategic priority; chaired 3M Foundation Board (2018–2021) . |
| 3M Company | Senior Vice President, Enterprise Services & Communications | Not disclosed | Led enterprise services/communications; executive leadership across functions . |
| 3M Company | Associate General Counsel & Chief Compliance Officer | Not disclosed | Oversight of compliance programs; legal leadership . |
| 3M Company | Associate General Counsel & Chief Employment Counsel | Not disclosed | Led employment law/counseling . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HP Foundation | Director | Not disclosed | Former director of HP’s philanthropic foundation . |
| 3M Foundation | Chair of the Board | 2018–2021 | Led foundation governance . |
Board Governance
- Independence: The Board determined all directors (other than the CEO) are independent under NYSE rules; this includes Ludgate .
- Committee assignments (as of Feb 14, 2025): Compensation & Benefits (member); Compensation & Benefits met 5 times in 2024 .
- Board meetings: The Board held 5 meetings in 2024; all directors serving for all of 2024 attended ≥75% of Board and committee meetings; Ludgate joined Dec 11, 2024 .
- Leadership structure: Chairman and CEO roles are separated; Chairman is independent, enhancing oversight and mitigating conflicts .
- Executive sessions: Non-management directors held executive sessions at all regular Board meetings in 2024 .
- Compensation governance: The Compensation & Benefits Committee uses an independent consultant (Mercer), maintains clawbacks, double-trigger CoC vesting, and prohibits option/SAR repricing without shareholder approval .
| Committee | Chair | Ludgate Member? | 2024 Meetings |
|---|---|---|---|
| Compensation & Benefits | Gale E. Klappa | Yes | 5 . |
| Audit | Robert A. Jeffe | No | 11 . |
| Corporate Governance & Social Responsibility | Eileen A. Kamerick | No | 4 . |
| Enterprise Risk | Cory L. Nettles | No | 12 . |
| Trust | Karen T. van Lith | No | 4 . |
| Corporate Development | Andrew J. Harmening (Chair) | No | 2 . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | RSU Grant ($) | Notes |
|---|---|---|---|---|---|
| 2024 (Ludgate) | $0 | $0 | $0 | $6,699 | Appointed Dec 11, 2024; received 255 RSUs (grant value $6,699) . |
| 2025 Program (terms) | $80,000 | $15,000 per committee chair; $100,000 for Board Chair | None (no standard meeting fees) | $125,000 (RSUs granted annually on Feb 1, vest in 1 year) | Directors can defer shares; ad hoc committee meeting fee $1,500 . |
Performance Compensation
Directors receive time-based RSUs (no performance metrics); RSUs vest 100% on the first anniversary of the grant date, with optional deferral .
| Grant Date | Instrument | Shares | Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| 2024-12-11 | RSUs | 255 | $6,699 | 100% on 2025-12-11 | . |
| 2025-02-01 | RSUs | 4,972 | $125,000 | 100% on 2026-02-01 | . |
RSU program governance: Minimum vesting standards under the 2025 Equity Plan, cap on non-employee director RSU grant value ($500,000/year), prohibition on option/SAR repricing without shareholder approval, and double-trigger vesting upon change in control .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ludgate (HP Foundation and 3M Foundation are non-profit) .
- Compensation & Benefits Committee interlocks: None for the company’s committee (no interlocking relationships per SEC rules) .
Expertise & Qualifications
- Human capital leadership (CPO/CHRO), transformation initiatives, and board-level crisis management experience at HP and 3M .
- Legal/compliance credentials from 3M (chief compliance officer; employment counsel), supporting governance and risk oversight .
Equity Ownership
| Security | Amount | Voting | Notes |
|---|---|---|---|
| Common Stock | 255 | Voting | Beneficial ownership includes direct/indirect holdings; percent of class <1% . |
| RSUs (Director) | 4,972 | Non-voting | RSUs vest at 1 year; director can elect to defer settlement . |
| Preferred Depositary Shares (Series E/F) | 0 | Voting per series | No holdings disclosed . |
| Directors’ Deferred Compensation Plan | $0 | N/A | No account balance in phantom stock units . |
Stock ownership guidelines and alignment:
- Non-employee directors must hold shares equal to 5× the annual cash retainer; compliance required within 5 years of appointment .
- ASB states all directors and NEOs are within expected guidelines; directors may not hedge or pledge ASB stock .
Related-Party Transactions and Conflicts
- No related-party transactions involving Ludgate were disclosed; the proxy details a review process and lists transactions for other parties (e.g., investments related to director Cory L. Nettles) .
- Insider trading policy prohibits hedging and pledging by directors; policy is publicly filed and enforced .
Say-on-Pay & Shareholder Feedback (Context for Compensation Committee Oversight)
- 2024 say-on-pay approval exceeded 97%, indicating strong shareholder support for executive pay program .
- The Committee approved adjustments to 2024 MIP and 2022–2024 LTIPP to neutralize one-time balance-sheet repositioning impacts (MIP paid 103.3% of target; LTIPP paid 93.75% of target), an important governance signal on discretion and retention rationale .
Governance Assessment
- Strengths: Independent status; service on Compensation & Benefits Committee; deep HR and compliance background supportive of human capital oversight; adherence to robust stock ownership guidelines; no conflicts/related-party exposures disclosed; separation of Chair/CEO with regular executive sessions; strong compensation governance features (clawbacks, double-trigger CoC, independent consultant) .
- Watch items / signals: Committee’s use of discretion to adjust incentive outcomes for executives post balance-sheet repositioning should be monitored for future precedent and alignment; Ludgate’s role on the committee places emphasis on transparent rationale and clear performance linkage going forward .
- Overall alignment: Director compensation is primarily equity-based RSUs with one-year vesting, reinforcing alignment; ownership requirements and anti-hedging/pledging further support investor confidence .
RED FLAGS: None disclosed specific to Ludgate (no attendance issues, no related-party transactions, no pledging/hedging), but discretionary incentive adjustments for executives in 2024–2025 are a governance sensitivity requiring continued scrutiny .