Owen J. Sullivan
ASSOCIATED BANC-CORPAbout Owen J. Sullivan
Independent director at Associated Banc-Corp since December 11, 2024 (age 68). Former President and Chief Operating Officer of NCR Corporation (2018–2023), with prior leadership at ManpowerGroup’s Specialty Brands/Experis and Chief Executive roles at Right Management and Jefferson Wells; currently on the Marquette University Board of Trustees (Chair, 2017–2020). Education: B.A. from Marquette University; executive programs at Kellogg (Northwestern) and Harvard Business School. Member of ASB’s Enterprise Risk Committee. Appointment announced by ASB on Dec 11, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCR Corporation | President & Chief Operating Officer | 2018–2023 | Led global ATM/POS/digital banking operations; deep M&A, talent acquisition, retention experience |
| ManpowerGroup (Specialty Brands & Experis) | President | 2010–2013 | Built specialist talent businesses; human capital depth |
| Right Management; Jefferson Wells (Manpower subsidiaries) | Chief Executive Officer | 2004–2013 | Workforce strategy, executive development |
| Independent consultant | Strategic planning and executive mentoring | Pre-2018 | Advised PE/investors; strategic planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marquette University | Board of Trustees; Chair | Current; Chair 2017–2020 | Institutional governance leadership |
| Computer Task Group, Inc. | Director | 2017–2021 | Public IT solutions/staffing board experience |
| Johnson Financial Group (private) | Director | 2014–2019 | Regional financial services governance |
| Medical College of Wisconsin | Director | 2009–2019 | Academic/health governance |
| Journal Communications (public) | Director | 2007–2013 | Media sector oversight |
Board Governance
- Committee assignments: Enterprise Risk Committee member; not a chair. Enterprise Risk met 12 times in 2024.
- Independence: Board determined all directors other than the CEO are independent under NYSE rules; Sullivan is independent.
- Tenure: Director since 2024; one-year Board terms with annual election.
- Attendance and engagement: Policy requires ≥75% attendance; in 2024 each director serving the full year met this threshold. Executive sessions of non-management directors held at all regular meetings.
- Leadership structure: Separate Chairman and CEO roles; Chairman presides over executive sessions.
Fixed Compensation
2025 non-employee director compensation structure:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | No meeting fees for standing committees |
| Annual RSU grant | $125,000 | Granted Feb 1; vests in 1 year; shares issued unless deferred |
| Chairman premium | $100,000 | Non-executive Chairman |
| Committee chair premium | $15,000 | Audit, Compensation & Benefits, Corporate Development, Corporate Governance & Social Responsibility, Enterprise Risk, Trust |
| Ad hoc committee meeting fee | $1,500 | When such committees convene |
2024 actual compensation (pro-rated at appointment):
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $0 |
| Stock awards (RSUs grant-date fair value) | $6,699 (255 RSUs granted at $26.27 on Dec 11, 2024) |
Performance Compensation
Director equity awards are time-based; no performance metrics apply to non-employee director RSUs.
| Award Type | Performance Metrics | Vesting | Change-in-Control Treatment | Clawback / Risk Controls |
|---|---|---|---|---|
| Director RSUs | None disclosed for directors | 100% vest on first anniversary of grant; shares distributed or deferred per election | Double-trigger vesting (requires termination within two years post-CIC) per plan; performance goals deemed met as applicable | Company-wide clawback policy compliant with NYSE; anti-hedging and anti-pledging prohibitions |
Other Directorships & Interlocks
- No Sullivan-specific related-party transactions disclosed in 2024; the related-party section cites only Cory L. Nettles’ fund relationships (reviewed/approved under policy).
- Ordinary-course loans to directors/officers/related interests outstanding aggregated ~$21.3M at 12/31/2024 on market terms (aggregate disclosure; not Sullivan-specific).
Expertise & Qualifications
- Domain: Digital banking/ATMs/POS operations; human capital and executive leadership; M&A and risk oversight—aligned with Enterprise Risk Committee needs.
- Education: Marquette University (B.A.); executive education at Kellogg and Harvard Business School.
- Board qualifications cited by ASB: Experience in M&A, talent acquisition/retention, development in global financial services contexts.
Equity Ownership
As of February 14, 2025:
| Holding | Amount | Notes |
|---|---|---|
| Common stock (beneficially owned) | 255 shares | Direct ownership; “*” denotes <1% of class |
| RSUs (non-employee director) | 4,972 units | Vests 100% on the first anniversary of grant; director may elect deferral |
| Preferred depositary shares (Series E/F) | 0 | No preferred holdings |
| Directors’ Deferred Compensation Plan balance | $0 | No balance at 2/14/2025 |
| Ownership guidelines | 5× annual cash retainer; 5-year compliance window; all directors within expected guidelines | Includes certain share types; excludes options, unvested PRSUs, preferred and pledged shares; hedging/pledging prohibited |
Insider Trades
| Date | Filing | Description | Shares/Units | Price / Detail | Source |
|---|---|---|---|---|---|
| Dec 11, 2024 | Director grant | RSU grant upon appointment | 255 RSUs | Grant-date fair value $6,699; $26.27 per RSU | |
| Mar 19, 2025 | Form 4 | Reported acquisition of director RSUs (annual grant) | 4,972 RSUs | Director RSUs vest in 1 year per plan |
Governance Assessment
- Board effectiveness: Sullivan brings operational risk and human capital expertise; his Enterprise Risk Committee placement aligns with skills.
- Independence and alignment: Independent under NYSE rules; subject to robust ownership guidelines, anti-hedging/pledging, and clawback—positive alignment signals.
- Director pay mix: Balanced cash ($80k) plus equity ($125k) with 1-year vest; no option repricing without shareholder approval; minimum vesting standards—generally shareholder-friendly.
- Pay-for-performance oversight: Compensation Committee uses independent consultant (Mercer) and retains strong governance practices; say-on-pay support was >97% in 2024—positive investor sentiment.
- Watchpoints: Committee adjusted short- and long-term incentive outcomes to exclude balance-sheet repositioning impacts (MIP funded at 103.3%; LTIPP at 93.75% vs. 64.5% unadjusted)—monitor future use of discretion and alignment with shareholders.
- Change-in-control and risk: Double-trigger vesting, limits on share recycling, minimum vesting, and prohibition on repricing without shareholder approval—mitigates risk.