Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 21, 2021, Associated Banc-Corp (the "Company") announced that Philip
B. Flynn, President and Chief Executive Officer of the Company, will retire from
the Company at the end of 2021. Mr. Flynn had been considering his retirement
for some time, and he and the Board of Directors agreed that 2021 was the
appropriate time to initiate such a transition. In connection therewith, on
January 19, 2021, the Company entered into a Retirement Agreement with Mr. Flynn
(the "Retirement Agreement") pursuant to which he has agreed to continue as
President and Chief Executive Officer until a successor is in place, at which
time he will step down from both roles and from the board of directors. Mr.
Flynn will then serve as a special advisor to the new CEO and the Board through
December 31, 2021, in order to assist in an orderly transition and serve as an
ambassador and representative of the Company.
In light of his extensive business relationships in the communities and customer
base the Company serves, following his retirement from the Company on December
31, 2021, Mr. Flynn has agreed to provide up to 20 hours per month of consulting
services to the Company through 2024. Such services will include continuing to
serve as an ambassador and representative of the Company, assisting in maintain
relationships with Company customers and with any regulatory or legal matters
regarding the Company, as well as, being available to answer any questions
regarding the Company or any of its subsidiaries, and providing such other
services as the Company may request in order to promote the best interests of
the Company and its subsidiaries.
Mr. Flynn also agreed to certain restrictive covenants not to compete with the
Company or solicit its customers or employees through 2024, or to use the
Company's confidential information or disparage the Company.
For his services in 2021, Mr. Flynn's compensation package will remain the same.
His base salary will remain at $1,250,000. He remains eligible to earn an
annual bonus equal to 85% of his base salary based on Company performance and
for all other employee benefits and perquisites. Mr. Flynn's 2021 equity
awards, however, will be pro-rated to reflect only one year of service, with a
grant date fair value of not less than $678,125. Seventy-five percent of such
grant will be in the form of performance-based restricted stock units (the "2021
PSUs") and 25% in the form of time-vested restricted stock units. The 2021
equity awards will be subject to forfeiture if his employment is terminated by
the Company for cause or Mr. Flynn resigns prior to December 31, 2021, or if he
violates any of the restrictive covenants. The 2021 PSUs will also be subject
to satisfaction of the performance goals on the same terms as applicable to
grants made to other senior management of the Company in 2021, the amount of
which will be earned and settled following completion of the performance period.
For his continued services following his retirement and also as consideration
for his restrictive covenants, the Company will pay Mr. Flynn $700,000 per year
through 2024 and, he will also be eligible for certain limited continued
benefits through 2023.
If Mr. Flynn resigns or is terminated for cause prior to December 31, 2021, then
he will not receive any of the foregoing compensation or vesting treatment. If
the Company terminates Mr. Flynn without cause, then, as damages, Mr. Flynn
would be entitled to all amounts that otherwise would be payable under the
Retirement Agreement, with any unpaid salary or consulting fees paid in a lump
sum. In either case, Mr. Flynn will remain subject to his non-compete,
non-solicitation and other restrictive covenant obligations.
All of the payments and benefits under the Retirement Agreement are subject to
Mr. Flynn's execution and non-revocation of a release and waiver of all claims
and compliance with his post-termination covenants.
The Company also agreed to pay or reimburse Mr. Flynn for up to $30,000 in
reasonable legal fees and expenses in connection with reviewing and entering
into the Retirement Agreement.
The foregoing summary of the Retirement Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Retirement Agreement attached hereto as Exhibit 10.1 and incorporated herein
by reference.
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Item 7.01. Regulation FD Disclosure.
On January 21, 2021, the Company issued a press release announcing the
retirement of Mr. Flynn, which is being furnished herewith as Exhibit 99.1.
As provided in General Instruction B.2. of Form 8-K, the information and exhibit
furnished pursuant to Item 7.01 of this report are being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section,
shall not be incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, regardless of any general
incorporation language in such filing. In addition, the exhibit furnished
herewith contains statements intended as "forward-looking statements" that are
subject to the cautionary statements about forward-looking statements set forth
in such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Retirement Agreement, dated as of January 19, 2021, by and between
Associated Banc-Corp, Inc. and Philip B. Flynn
99.1 Press Release, dated as of January 21, 2021
104 Cover Page Interactive Data File the cover page XBRL tags are embedded
within the Inline XBRL document
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