Robert A. Jeffe
ASSOCIATED BANC-CORPAbout Robert A. Jeffe
Independent director since 2011 (age 74). Jeffe is a Senior Operating Partner at BlackWatch, with 35+ years in investment banking (Morgan Stanley: Managing Director, Head of Global Energy & Natural Resources; Co‑Head of Corporate Finance; IBD Management Committee). He served as SVP, Corporate Business Development at General Electric (Dec 2001–Nov 2004) and as a director of GE Capital (Jan 2002–Jun 2004). At ASB, he chairs the Audit Committee and sits on the Corporate Development and Enterprise Risk Committees; he is designated an “audit committee financial expert.”
Independence: The Board determined all directors other than the CEO are independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Head, Global Energy & Natural Resources; Co‑Head, Corporate Finance; IBD Management Committee | Not disclosed | 35+ years of investment banking, deep corporate finance and industry expertise |
| General Electric Company | Senior Vice President, Corporate Business Development | Dec 2001–Nov 2004 | Led corporate development; M&A and strategic initiatives |
| GE Capital | Board of Directors | Jan 2002–Jun 2004 | Oversight at major financial subsidiary |
| Hawkwood Energy (private) | Chairman & Co‑Founder | Not disclosed | Energy operating experience; private E&P governance |
| OAG Analytics (private) | Chairman | Dec 2017–Jan 2021 | Data/ML for oil & gas; technology governance |
External Roles
| Organization | Role | Nature |
|---|---|---|
| BlackWatch | Senior Operating Partner | Strategic/financial advisory to growth fintech/cleantech companies |
| Various energy/cleantech companies | Director (prior) | Several private company boards (examples above) |
| Other public company directorships | None disclosed | No current public company boards besides ASB disclosed |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 11 |
| Corporate Development | Member | 2 |
| Enterprise Risk | Member | 12 |
- Attendance: In 2024, each director serving all year attended at least 75% of Board and relevant committee meetings; the Board held 5 meetings, and executive sessions of non‑management directors were held at all regular Board meetings.
- Structure: Chairman and CEO roles are separated; independent Chairman presides (John B. Williams).
- Interlocks: No Compensation & Benefits Committee interlocks reported.
- Audit scope: Audit Committee (chaired by Jeffe) oversees internal controls, financial reporting, auditor oversight, bank regulatory compliance, and certain sustainability-related audit oversight.
Fixed Compensation (Director)
Program structure (non‑employee directors):
- Annual cash retainer: $80,000; Committee chair retainer: $15,000; Non‑executive Chairman retainer: $100,000; no meeting fees.
- Equity: Annual RSU grant with $125,000 fair value on February 1 (prorated for mid‑year appointees). RSUs vest 100% on the first anniversary; directors may defer settlement.
2024 compensation for Robert A. Jeffe:
| Component | Amount (USD) |
|---|---|
| Cash fees | $91,250 |
| Stock awards (grant‑date fair value) | $125,000 |
| Total | $216,250 |
Performance Compensation (Director equity design and terms)
| Equity element | Terms | Risk/limits |
|---|---|---|
| Annual RSUs | Vest 100% on first anniversary; shares issued or deferred per director election | Dividend equivalent units accrue and pay at vest; no options; annual cap for non‑employee director RSU/RSA grant value = $500,000 |
Directors do not have performance‑conditioned equity; awards are time‑based and intended to align with shareholders via stock‑settled RSUs.
Other Directorships & Interlocks
| Entity | Role/Relationship | Potential conflict |
|---|---|---|
| Associated Bank, N.A. and Associated Trust Company, N.A. (subsidiaries) | All directors, including Jeffe, also serve on subsidiary boards (governance continuity) | Standard practice for bank oversight |
| Related party transactions involving Jeffe | None disclosed | No related‑party transactions with Jeffe reported in 2024 |
Expertise & Qualifications
- Audit committee financial expert designation; extensive investment banking and corporate finance leadership; energy industry and private company board chair experience (Hawkwood Energy; OAG Analytics).
- Strategic M&A and corporate development background (GE SVP Corporate Business Development; GE Capital director).
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Common stock beneficially owned | 0 shares | As of Feb 14, 2025 |
| RSUs held (director plan) | 46,541 units | Vests per director terms (typically 1‑year) |
| Directors’ Deferred Compensation Plan balance | $2,104,965; 83,930 phantom shares equivalent | As of Feb 14, 2025; units are non‑voting |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Enhances alignment; pledged shares excluded from ownership calc |
| Ownership guidelines | Directors required to hold 5x annual cash retainer; unvested time‑based RSUs and deferred units count; all directors in compliance | Sales restricted until guideline met |
Governance Assessment
-
Strengths
- Independent director with deep capital markets/M&A expertise; designated audit committee financial expert; chairs an active Audit Committee (11 meetings), with oversight extending to regulatory compliance and sustainability‑related audit matters.
- Clear alignment mechanisms: annual RSUs ($125k), sizeable deferred phantom stock balance, and strict anti‑hedging/anti‑pledging policy; Board‑level stock ownership guideline (5x retainer) with confirmation that all directors are within expected guidelines.
- Robust governance practices: independent Chair/CEO split; regular executive sessions; no compensation committee interlocks.
-
Watch items / potential red flags
- No outright common stock reported (0 shares), which can appear optically weak on “skin in the game”; mitigated by substantial director RSUs and a large deferred stock balance counting toward guidelines, plus a prohibition on hedging/pledging.
- Board‑level context: the Compensation & Benefits Committee applied adjustments to executive incentive outcomes (MIP and LTIPP) to exclude nonrecurring balance sheet repositioning losses; while not attributable to Jeffe (Audit Chair), such adjustments can draw investor scrutiny and warrant ongoing monitoring of pay‑for‑performance rigor.
Overall, Jeffe’s audit leadership, independence, and capital markets background support board effectiveness at ASB, with ownership alignment primarily via RSUs and deferred equity rather than direct share ownership.