Randall J. Erickson
ASSOCIATED BANC-CORPAbout Randall J. Erickson
Randall J. Erickson (age 65) is Executive Vice President, General Counsel and Corporate Secretary of Associated Banc-Corp (ASB) and Associated Bank, serving since April 2012; he also served as Chief Risk Officer from May 2016 to February 2018. Prior roles include SVP/Chief Administrative Officer/General Counsel at Marshall & Ilsley (2002–2011) and partner at Godfrey & Kahn, S.C. (1990–2002). In 2024, ASB’s pay-versus-performance disclosure showed cumulative TSR value of $133.13 (vs. $130.90 peer index), Net Income of $123,145 (thousands), and Adjusted Operating Leverage of -2.0% for 2024, providing context for incentive outcomes tied to corporate results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Associated Banc-Corp | EVP, General Counsel & Corporate Secretary | Apr 2012–present | Executive leadership for legal, governance; CRO from 2016–2018 supporting enterprise risk |
| Associated Banc-Corp | Chief Risk Officer | May 2016–Feb 2018 | Oversaw risk during strategic transition period |
| Marshall & Ilsley Corp. (acquired by BMO) | SVP, Chief Administrative Officer & General Counsel | 2002–2011 | Led legal/admin through M&I’s sale to BMO |
| Godfrey & Kahn, S.C. | Partner (Securities); Member | 1990–2002; 2011–2012 | Capital markets, governance; returned briefly post-M&I sale |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Renaissance Learning, Inc. (public) | Director | 2009–2011 | Served until sale to Permira Funds in 2011 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | All Other Comp ($) | Notable Perquisites (subtotals where disclosed) |
|---|---|---|---|---|---|
| 2021 | 460,000 | 65% (pre-Dec 2022 baseline) | 299,000 | 43,564 | Financial planning; limited perqs (program) |
| 2022 | 470,000 | 70% effective Dec 1, 2022 | 308,090 (adjusted for salary increase) | 54,674 | Employer 401(k) match; SERP contributions (program) |
| 2023 | 480,000 | 70% (implied from 2022 change) | 336,000 (target reference) | 58,441 | 2023 details: 401(k) match $16,500; SERP $23,468; financial planning $13,805; club dues $2,191; executive physical $2,400; corporate gifts $78 |
Notes:
- ASB ceased granting stock options beginning in 2021; long-term equity is delivered via RSUs/PRSUs .
Performance Compensation
Short-Term Incentive (Management Incentive Plan, “MIP”)
Design: 100% cash; corporate metrics and weightings (2022–2024) focus on NIAT (40%), Revenue Before LTCC (30%), and Operating Leverage (30%) with payout range 0–175% and formulaic funding (limited discretion) .
| Year | Corporate Metrics (Weight) | Company Results | Pool Funding | Erickson Target ($) | Erickson Payout ($) |
|---|---|---|---|---|---|
| 2021 | NIAT; Efficiency Ratio (legacy design) | Committee adjusted from 133% to reflect provision release; approved at 110% | 110% | 299,000 | 328,900 |
| 2022 | NIAT (40%), Rev before LTCC (30%), Operating Leverage (30%) | NIAT $366.1m; Rev before LTCC $1,240m; Operating Leverage 11.92% | 167% | 308,090 (adj.) | 514,511 |
| 2023 | Same metrics; adjustments for balance sheet repositioning & FDIC assessment | Adjusted achievement; without adjustments payout would be 0% | 67% | 336,000 | 225,120 |
| 2024 | Same metrics (per 2025 proxy) | Adjusted achievement 103.3% | 103.3% | 336,000 | 347,088 |
Long-Term Incentive (Equity)
- Mix: 75% performance-based RSUs (PRSUs) + 25% time-based RSUs (RSUs), generally annual grants .
- Erickson LTI target: 100% of base salary (75% PRSUs, 25% RSUs) ; 2024 LTI opportunity $360,000 PRSUs (at target) and $120,000 RSUs .
- PRSU metrics: 2022–2024 cycle used relative TSR (50%) and relative ROATCE (50%) ; 2023–2025 shifted to TSR 65% and ROATCE 35% with an improvement hurdle and max 100% if absolute TSR is negative .
| Year/Cycle | PRSU % | RSU % | PRSU Metrics | Notable Design Features |
|---|---|---|---|---|
| 2022 LTI | 75% | 25% | Relative TSR (50%), Relative ROATCE (50%) | Payout 0–150%; no options |
| 2023 LTI | 75% | 25% | TSR 65% (cap at 100% if absolute TSR negative), ROATCE improvement 35% (performance hurdle) | Emphasizes shareholder alignment |
| 2024 LTI | 75% | 25% | Continues 2023 framework (grants subject to 2020 plan terms) | Target LTI $480,000 (Erickson) |
Equity Ownership & Alignment
Beneficial Ownership and RSUs
| Date (Record) | Shares Beneficially Owned | Shares Issuable within 60 Days (Options) | Percent of Class | RSUs Held |
|---|---|---|---|---|
| Feb 15, 2019 | 220,731 | 121,070 | <1% | 40,176 |
| Feb 15, 2021 | 308,703 | 185,997 | <1% | 51,481 |
| Feb 15, 2023 | 369,430 | 230,458 | <1% | 63,601 |
- Stock ownership guidelines: NEOs must hold shares equal to 3x base salary and retain 100% of restricted shares until compliant; NEOs are within expected guidelines (group statement). Hedging and pledging are prohibited for executive officers .
- Alignment: Equity awards vest over multi-year schedules; performance-based units align payouts to TSR and ROATCE .
Outstanding and Unvested Equity (Selected year-ends)
| As of | Unvested Time-Based Restricted Stock (#) | Market Value ($) | Unearned PRSUs/RSUs (#) | Market/Payout Value ($) | Notes on Vesting Schedule |
|---|---|---|---|---|---|
| Dec 31, 2022 | 780; 2,830; 4,776; 4,811 (by tranche) | 18,010; 65,345; 110,278; 111,086 | 44,854 | 1,035,679 | Feb 8 tranches 2023–2026 |
| Dec 31, 2023 | 1,415; 3,184; 3,609; 5,464 (by tranche) | 30,267; 68,106; 77,197; 116,875 | 49,929 | 1,067,981 | Feb 8 tranches 2024–2027; performance awards (target) |
| Dec 31, 2024 | 1,592; 2,406; 4,098; 5,489 (by tranche) | 38,049; 57,503; 97,942; 131,187 | 47,295 | 1,130,351 | Feb 8 tranches 2025–2028; performance awards (target) |
- Legacy Options: Erickson retains legacy option grants (exercise prices ~$17.24–$25.20; last options awarded 2020). Several tranches remain outstanding/exercisable as listed in outstanding awards tables .
Employment Terms
Change-of-Control (CoC) Economics and Protections
- Structure: Double-trigger benefits upon termination without Cause or resignation for Good Reason within two-year protected period after a CoC. Benefits include 2x the sum of base salary and target cash incentive (non-CEO), 24 months of COBRA/life insurance equivalent, retirement plan contribution equivalents, prorated current-year incentive, outplacement, and full vesting of unvested equity (PRSUs assumed at target), subject to plan terms. No excise tax gross-ups; best-net cutback applies .
- Restrictive covenants: Perpetual confidentiality and mutual non-disparagement; six-month restrictions on interfering with customers and colleagues post-termination .
Estimated CoC payouts (illustrative as of year-end):
| As-of Date | Salary Continuation | Benefits Continuation | Retirement Contributions | Annual Incentive | Outplacement | Accelerated Equity (Stock + RSUs) | Options | Total |
|---|---|---|---|---|---|---|---|---|
| Dec 31, 2022 | 960,000 | 52,538 | 77,966 | 672,000 | 10,000 | 1,407,997 | 68,371 | 3,248,872 |
| Dec 31, 2023 | 960,000 | 54,435 | 89,836 | 672,000 | 7,650 | 1,444,547 | 11,653 | 3,240,121 |
Clawback and Risk Policies:
- Clawback: Effective Dec 1, 2023, ASB adopted an NYSE Rule 10D-1 compliant policy mandating recovery of erroneously awarded incentive compensation from current/former executive officers; applies broadly to cash and equity with limited exceptions . 2025 proxy reiterates NYSE-compliant clawback with recovery mechanics .
- Hedging/Pledging: Prohibited for executive officers; pledges not counted toward ownership guidelines .
Performance & Track Record
Equity Realization and Vesting
| Year | Options Exercised (#) | Value on Exercise ($) | Shares Vested (Stock Awards) (#) | Value on Vesting ($) |
|---|---|---|---|---|
| 2019 | — | $0 | 28,467 | 628,464 |
| 2022 | 0 | $0 | 9,511 | 233,080 |
| 2023 | 34,602 | 82,317 | 15,854 | 369,171 |
| 2024 | 75,749 | 677,857 | 18,708 | 394,360 |
- Pension/RAP present value: $94,756 (2019); $122,694 (2022); $132,577 (2023) .
Pay Governance, Peer Group, and Say-on-Pay
- Market positioning: Committee targets total compensation near market median for comparable financial institutions; uses a defined regional bank peer group reviewed annually .
- Peer groups: 2023–2024 peer lists maintained (21 banks; refined for size/M&A) .
- Say‑on‑Pay support: >97% in 2023 and 2024; ~95% in 2022; ~94% in 2021 (after failed 2020 vote addressed via program changes). 2024 vote tally FOR 116.65m vs 3.10m AGAINST .
Equity Ownership & Alignment (Risk Indicators)
- Pledging/Hedging: Prohibited for executives; all NEOs compliant (group statement) .
- Ownership requirement: 3x base salary; 100% retention of net shares until compliant; NEOs within expected guidelines (group statement) .
- Option program sunset: No new options since 2021; reduces misalignment risk from option repricing; no repricing allowed without shareholder approval .
Employment Terms (Additional Governance)
- No individual employment agreements for NEOs; severance benefits delivered through CoC plan only .
- No excise tax gross-ups for NEOs (except relocation benefits); best-net cutback approach .
Investment Implications
- Pay-for-performance linkage is tight: STI is purely formulaic on NIAT/Revenue/Operating Leverage and LTI is 75% PRSUs tied to TSR/ROATCE; 2024 adjusted STI payout (103.3%) and robust TSR performance vs peers indicate alignment between pay outcomes and shareholder returns .
- Limited selling pressure risk but notable annual vesting cadence: Erickson’s upcoming RSU tranches vest each Feb 8 through at least 2028 and PRSU cycles settle at performance end; 2023–2024 showed option exercises as legacy grants came into the money, but options are finite (no new grants post-2020) .
- Strong governance reduces red flags: Prohibitions on hedging/pledging, a NYSE-compliant clawback, double-trigger CoC, no gross-ups, and high say-on-pay support (>97% 2023–2024) lower governance and compensation risk, supporting retention and alignment .
- Retention and transition risk appears contained: CoC benefits are standard (2x cash + benefits) with six-month customer/colleague restrictions; equity vests on CoC termination per plan terms, which may create a one-time value realization but aligns with market practice .