Rodney Jones-Tyson
ASSOCIATED BANC-CORPAbout Rodney Jones-Tyson
Rodney Jones‑Tyson (age 56) has served as an independent director of Associated Banc‑Corp since 2024. He is the Global Chief Human Resources Officer of Baird Financial Group and previously served as Baird’s Chief Risk Officer (2018–2021) and Chief Operating Officer, Global Investment Banking (2011–2018). He holds an MBA from the University of Chicago Booth School of Business and a bachelor’s degree in finance from the University of Maryland, College Park . The Board has determined he is independent under NYSE rules and that he meets the requirements of an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baird Financial Group | Global Chief Human Resources Officer | Current | Human capital leadership; enterprise HR strategy |
| Baird Financial Group | Chief Risk Officer | 2018–2021 | Enterprise risk oversight; risk frameworks |
| Baird Financial Group | COO, Global Investment Banking | 2011–2018 | Operational leadership of investment banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerspace (NYSE: CSR) | Trustee; Chair, Compensation Committee | Since 2022 | Leads compensation oversight for REIT; board-level governance |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee financial expert .
- Independence: Board determined all directors (except the CEO) are independent under NYSE rules; Jones‑Tyson is independent .
- Attendance and engagement: The Board held 5 meetings in 2024; Audit Committee held 11. The Board convened executive sessions of non‑management directors at all regular meetings. Jones‑Tyson was appointed April 30, 2024, and directors serving all of 2024 attended at least 75% of Board and committee meetings .
- Leadership structure: Separate Chair and CEO roles (Chair: John “Jay” B. Williams) .
| Governance Item | Detail |
|---|---|
| Committee Membership | Audit Committee (member) |
| Committee Meeting Counts (2024) | Audit: 11; Compensation & Benefits: 5; Corporate Development: 2; Corporate Governance & Social Responsibility: 4; Enterprise Risk: 12; Trust: 4 |
| Executive Sessions | Held at all regular Board meetings in 2024 |
| Independence | Independent (per NYSE rules) |
Fixed Compensation
| Component | 2025 Program Terms | 2024 Actual (Jones‑Tyson) |
|---|---|---|
| Annual cash retainer | $80,000 for non‑employee directors | $60,000 fees earned (appointed Apr 30, 2024) |
| Additional retainer (Chair roles) | $15,000 for standing committee chairs; $100,000 for non‑executive Chairman | None disclosed for Jones‑Tyson in 2024 |
| Meeting fees | No fees for regular Board/standing committees; $1,500 per ad hoc committee meeting | Not applicable in 2024 disclosure |
Performance Compensation
| Equity Instrument | Grant/Value | Shares | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs (2024) | $83,333 grant value on 2024‑04‑30 | 3,955 RSUs (at $21.07 closing price) | 100% on first anniversary of grant | Pro‑rated for partial‑year appointment |
| Director RSUs (Program) | $125,000 annually (granted Feb 1) | Determined by grant date price | 100% on first anniversary | Settlement may be deferred under Director Plan |
| Annual cap for director equity awards | $500,000 (aggregate grant date value for RSAs/RSUs) | — | — | 2025 Equity Plan limit |
- Deferral: Directors may defer settlement of RSUs and board fees via the Directors’ Deferred Compensation Plan; balances track plan alternatives and are paid post‑service (lump sum or 5/10 year installments) .
- Clawback: Equity awards are subject to the company’s Clawback Policy aligned with NYSE listing standards .
Other Directorships & Interlocks
| Company | Relationship to ASB | Interlock/Exposure |
|---|---|---|
| Centerspace (NYSE: CSR) | Unrelated REIT | Governance interlock via external board; no ASB related‑party transaction disclosed |
Note: Cory L. Nettles (another ASB director) serves on boards including Robert W. Baird’s Baird Funds, Inc.; Jones‑Tyson is CHRO at Baird Financial Group. No related‑party transactions involving Jones‑Tyson were disclosed; ordinary‑course transactions are reviewed under ASB’s policies .
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Audit Committee Financial Expert | Designated by the Board/Audit Committee report |
| Risk Management | Former Chief Risk Officer at Baird |
| Human Capital/HR | Global CHRO at Baird; deep HR leadership |
| Finance/Education | MBA (Chicago Booth); B.S. Finance (UMCP) |
| Independence | Independent under NYSE rules |
Equity Ownership
| Instrument | Amount |
|---|---|
| Common Shares (beneficial ownership) | 4,074 shares (<1% of class) |
| RSUs (director) | 4,972 units outstanding (non‑voting) |
| Depositary Shares (Preferred) | None held (Series E/F) |
| Directors’ Deferred Compensation Plan Balance | No account balance reported (—) |
| Ownership Guidelines | Directors must hold shares equal to 5× annual cash retainer; all directors and NEOs within expected guidelines; must attain within 5 years |
| Insider Policy (hedging/pledging) | Hedging and pledging prohibited for directors |
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; material experience in risk management and human capital enhances board oversight of financial reporting, risk, and talent management .
- Alignment via annual RSU grants with required one‑year vesting and robust stock ownership guidelines; hedging/pledging prohibited, supporting shareholder alignment .
- Board structure separates Chair and CEO; regular executive sessions of non‑management directors; comprehensive committee framework with active meeting cadence .
-
Potential conflicts/monitoring items
- Concurrent role as Global CHRO at Baird Financial Group: monitor for any future ASB transactions with Baird entities; current proxy discloses no related‑party transactions involving Jones‑Tyson .
- Compensation governance context: while Jones‑Tyson is not on the Compensation & Benefits Committee, note the Board’s approval of adjusted management incentive outcomes to exclude effects of 2023/2024 balance sheet repositioning; investors may monitor consistency of pay‑for‑performance alignment over time .
-
Investor confidence signals
- High prior say‑on‑pay support (over 97% at 2024 Annual Meeting) indicating broad shareholder approval of compensation practices .
- Equity plan protections: minimum vesting, double‑trigger CIC vesting, repricing prohibitions, and clawback policy under the 2025 Equity Incentive Plan .
RED FLAGS: None disclosed specific to Jones‑Tyson (no related‑party transactions; no pledging/hedging; independence affirmed). Continue monitoring for any future business dealings between ASB and Baird affiliates .