R. Jay Gerken
ASSOCIATED BANC-CORPAbout R. Jay Gerken
Independent director of Associated Banc-Corp since 2014 (age 73). Former President & CEO of Legg Mason Partners Fund Advisor (2005–June 2013) and prior senior roles at Citigroup Asset Management Mutual Funds (2002–2005). A Chartered Financial Analyst and NACD Board Leadership Fellow; designated by ASB as an Audit Committee financial expert. Current committee service: Audit and Enterprise Risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legg Mason Partners Fund Advisor, LLC | President & CEO | 2005–June 2013 | Led fund complex operations and oversight of public mutual fund financial statements |
| Legg Mason & Western Asset mutual funds complexes | President and Director | 2005–June 2013 | Oversight of complexes with combined assets >$100B |
| Citigroup Asset Management Mutual Funds | Senior leadership (similar capacity) | 2002–2005 | Executive leadership across large mutual fund platforms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AllianceBernstein mutual funds | Director of >90 mutual funds | Ongoing | Funds with assets >$140B |
| NACD | Board Leadership Fellow | Ongoing | Governance credential |
| CFA Institute | Chartered Financial Analyst (CFA) | Ongoing | Financial reporting and portfolio management expertise |
Board Governance
- Independence: Board determined all directors except CEO are independent under NYSE rules; Gerken is independent .
- Committees: Audit (member) and Enterprise Risk (member); audit committee financial expert designation .
- Attendance: Board held five meetings in 2024; each director serving all year attended ≥75% of Board and applicable committee meetings. Executive sessions of non-management directors held at all regular Board meetings .
- Committee meeting cadence (2024): Audit 11; Enterprise Risk 12 .
| Committee | Member | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Yes | No | 11 | Designated audit committee financial expert |
| Enterprise Risk | Yes | No | 12 | Oversight of enterprise-wide risk framework |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | No per-meeting fees; ad hoc committee fee only |
| Equity (RSUs) grant-date fair value | 125,000 | Annual grant; time-based RSUs vest 1 year |
| Total | 205,000 | No options; no other comp reported |
Director compensation framework (2025 program): $80,000 annual cash retainer; $125,000 in RSUs granted each Feb 1; $100,000 additional retainer for non-executive Chairman; $15,000 for each committee chair; ad hoc committee fee $1,500; directors may defer RSU settlement via Directors’ Deferred Compensation Plan .
Performance Compensation
| Equity Type | Grant Date | Grant Value ($) | Vesting | RSU Count Basis |
|---|---|---|---|---|
| RSUs (time-based) | Feb 1, 2024 | 125,000 | 100% on first anniversary of grant | Number determined by $125,000 ÷ $20.84 closing price on grant date |
- No director-specific performance-conditioned equity awards disclosed; director RSUs are time-based. The 2025 Equity Incentive Plan permits performance metrics generally for awards, but annual director RSUs are time-based .
Other Directorships & Interlocks
| Entity | Role | Scope | Potential Interlock Considerations |
|---|---|---|---|
| AllianceBernstein mutual funds | Director | >90 funds; >$140B assets | Large external time commitment; no ASB-related party transactions disclosed involving Gerken |
| Legg Mason & Western Asset mutual funds | Former President/Director | Prior complexes >$100B | Historical roles; no current ASB conflicts disclosed |
Expertise & Qualifications
- Extensive investment and financial experience; leadership across large mutual fund complexes; CFA credential; NACD Board Leadership Fellow; meets audit committee financial expert criteria .
- Committee experience in audit and enterprise risk; background aligns to risk oversight and financial reporting .
Equity Ownership
| Security | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 5,000 | <1% | Includes direct/indirect beneficial ownership; no options exercisable within 60 days |
| RSUs (director) | 38,883 | Non-voting | Director RSUs vest 1 year; elective deferral available |
| Series F Preferred depositary shares | 2,000 | <1% | Each depositary share = 1/40th interest in preferred stock |
| Directors’ Deferred Compensation Plan (phantom stock) | $1,002,122 balance; 39,957 equivalent shares | — | Equivalent shares based on $25.08 closing price (Feb 14, 2025) |
Stock ownership alignment:
- Directors must hold Common Stock equal to 5× annual cash retainer; count includes deferred plan balances and unvested time-based RSUs; options and unvested performance RSUs excluded. All directors are within guidelines; hedging and pledging are prohibited by policy .
Governance Assessment
- Strengths: Independence; audit/risk committee service; audit committee financial expert designation; conservative director pay structure with majority equity via time-based RSUs; robust ownership guidelines and no hedging/pledging; Board holds executive sessions regularly; strong say‑on‑pay support in 2024 (>97%), signaling investor confidence in compensation governance .
- Potential RED FLAGS: Significant external commitments (director of >90 funds) could pose time‑commitment risk; monitor attendance and engagement—Board disclosure indicates ≥75% attendance threshold was met in 2024 for directors serving all year .
- Conflicts/related party exposure: No Gerken‑specific related party transactions disclosed; aggregate director/officer related interests loans were ordinary course and immaterial to equity (0.46%) at year‑end 2024 .
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