AGM 2021

Apr 27, 2021

Good morning, ladies and gentlemen. I am Jay Williams, Chairman of the Board of Associated Bancorp. On behalf of my fellow Associated Directors, let me welcome you to our 2021 Annual Shareholder Meeting, which we are hosting in a virtual format again this year. During the meeting, assistance for anyone having technical difficulties can be accessed by dialing 844-986 0822 for the U. S. Or 303-562-9302 for international. On the meeting website, there is meeting material section, which contains the summary annual report, proxy statement and Form 10 ks as well as a copy of the 2020 annual meeting minutes. There is also a place for you to vote or update your previous vote and a place for you to ask a question. At the conclusion of the business portion of the meeting, we will answer questions that have been submitted during the meeting. Participating in the webcast with me today are Phil Flynn, our President and Chief Executive Officer along with Randy Erickson, our General Counsel and Corporate Secretary. Also joining in this webcast are your directors who are standing for election today, John Bergstrom, Philip Flynn, Jay Gherkin, Judy Griffin, Mike Haddad, Robert Jeffe, Eileen Kamarick, Gail Klappa, Corey Nettles, Karen Van Lyth and myself. I now call the meeting to order. We have a quorum present with over 85% of the shares represented by proxy as of 10 am this morning. A final tally will be available at the close of the meeting after the tellers had made necessary adjustments. I now declare the polls open. There are 3 items which are being submitted to a vote of the shareholders today. If you are a record shareholder who has not voted and would like to vote, you may do so by selecting the Vote Here button on the meeting website and follow the instructions. The polls will close at the end of our presentation. As I mentioned, the minutes of the 2020 Annual Meeting are available for inspection on the website under Meeting Materials as well as the company's website in the Investor Relations section. I will have some comments later on, but right now I would like to turn this over to Phil Flynn. Thanks and thank you to our shareholders, colleagues and other guests who've joined us today for our second and hopefully last virtual shareholders meeting. This time last year, we were approximately 6 weeks into the economic shutdown brought on by the pandemic. I shared with you the initial response associated had made to protect and assist our customers and colleagues, both from a health and a financial point of view. I also shared the extraordinary steps taken to ensure the company's ability to weather whatever storm was in front of us. Few of us thought we would still be in a situation where another virtual meeting would be necessary. Thankfully now, a year later, with the near miraculous rapid development of vaccines to protect from COVID, we are approaching the end of the crisis. The economy is recovering and we expect very strong economic growth for the rest of the year and beyond. Today, I'll recap our 2020 pandemic response and discuss at a high level our full year 2020 and Q1 2021 financial results. But first, I want to share that tomorrow I'll be stepping down as President and CEO after more than 11 years with Associated Bank. Andy Harmening will be taking over and will lead the next chapter in the 160 year history of this company. I joined Associated in December of 2009 during the depths of the financial crisis. Bill Hutchinson and the Board at that time hired me to stabilize and grow the bank. We initially worked through a very troubled commercial real estate loan portfolio through a combination of write downs and sales To enhance our capital position and remove any concern about the ability of associated to survive as an independent company, we raised $478,000,000 of new equity through a secondary stock offering early in 2010. These facts actions returned us to profitability within 6 months and put us on a path of growth, which has continued since. This past decade has seen tremendous change in the banking industry. We've experienced a prolonged period of increased regulatory scrutiny, which will be ramping up even further with the new administration in Washington, D. C. There's been a pickup in industry consolidation, in particular, the last few years and this will continue. Most profoundly, technology has enabled our customers to access the bank through many channels that barely existed 11 years ago. Associated has spent enormous sums to keep pace with these advancements and will continue to do so. As I think back on my time at Associated, the thing I'm most proud of is instilling a customer focused culture at the bank. It's fair to say that during the global financial crisis of 2,007 and 2,008, Associated had become inwardly focused and lost sight of our primary mission to serve and support our customers. Many of you listening agree with me. In fact, many of you were more than willing to point this out to me during my first few months on the job. Since then, we have made tremendous strides. Our customer experience scores are the highest they've ever been. And in particular today, J. D. Power has announced that Associated is number 1 in the retail bank experience in the upper Midwest. While I had my part to play in that success, it's really our more than 4,000 colleagues who have shaped our customer focused culture. Coming out of the great recession, we made a promise that Associated would always be there for our customers, no matter the economic situation. When the pandemic hit, the company was ready. Despite ramping up our loan loss reserves, not knowing how bad the crisis might be, we were still armed with plenty of capital and liquidity to meet customer needs. Just a few statistics from 2020. We provided $1,600,000,000 of loan payment deferrals, no questions asked, to individuals and small businesses to help people out of work or otherwise financially stressed. Essentially, all of those borrowers who receive such assistance are now current. Through the three rounds of the Paycheck Protection Program, we have provided more than 13,000 loans totaling more than $1,300,000,000 to small and medium businesses protecting the paychecks of more than 114,000 people. We waived more than $3,000,000 in fees for consumer and small business customers and we provided an initial $300,000 in contributions to support COVID relief efforts. We also collaborated with regional community development financial institutions to provide capacity building grants to non profit organizations in support of essential workers. In addition to the financial strength that we exhibited last year, our people and systems were up to the task. We sent thousands of people home to work virtually overnight. The investments we had made in internal systems and bandwidth enabled us to continue to operate in a reasonably normal fashion. During the early days of PPP, hundreds of colleagues volunteered to work the SBA system to get loans approved, including many who work through the night because this is when accessing the SBA loan portal worked the best. Twice, we shut down branch lobby access for lengthy periods of time, but investments in digital channels along with our drive through lanes allowed customers to continue to carry out their banking needs. Throughout, we've been very cautious with the health of our colleagues and customers insisting on mask wearing, social distancing and enhanced cleaning. I am extremely proud of the response my associated colleagues had to the pandemic. Turning to 2020 financial results. Last year, Associated earned $288,000,000 or $1.86 per share. This includes a net gain of $163,000,000 from the sale of associated benefits and risk consulting, our insurance brokerage company. We sold ABRC to a long time suitor who was willing to pay a very significant premium for the business. The sale boosted our capital at a time when we did not know what the pandemic might bring in loan losses. During the year, we grew loans, deposits and capital to record levels, while also taking actions to streamline our branch network, optimize operations and improve efficiency. Our results were impacted by the Fed's dramatic move to reduce short term rates to near 0. A change in loan loss accounting method and uncertainty regarding the pandemic caused us to ramp up our provision for credit losses from previous years. We added $174,000,000 to reserves during 2020 impacting our bottom line results. Last year, I said that I would be happy if our reserve improved to be too conservative. This appears to be the case. Our loan portfolio has held up extraordinarily well, far better than expected. This immediate past quarter, we had only $5,000,000 of net loan losses and recorded a negative credit provision of $23,000,000 This past week, we announced results for the Q1 of 2021. Earnings were very strong at $89,000,000 or $0.58 per share, more than doubled previous year's Q1. Results were driven by strong fee income, particularly from our mortgage business, strong credit results and disciplined expense management. Low interest rates continue to impact net interest income. Loan demand continues to be weak, although we fully expect a pickup in loans as the economy continues its recovery. We are currently sitting at record low commercial line of credit usage, which again we anticipate rising in the coming months. In summary, I'm very proud of what my colleagues have accomplished these past 11 years and particularly proud of their commitment, determination and grit this past year. With the end of the pandemic in sight, economic recovery well underway and a culture focused on the customer experience, now is a good time for me to step away, although I'll be available for an extended period of time to assist with the transition. Associated is very well positioned for success under the leadership of Andy Harmening, who is inheriting a dedicated and capable team. My personal thanks to our customers, shareholders and especially my colleagues. Thank you. I'll turn it back to you, Jay. Thank you, Phil. I will now declare the polls closed and we can now proceed with the business portion of the meeting. The first item of business is the election of 11 individuals who have been nominated to serve as directors. Mr. Secretary, could you present the results of this item? Mr. Chairman, each of the nominated directors has received an excess of 90% of the votes cast. Based upon the secretary's report, the 11 nominated directors are elected. Item 2, the next item is the advisory approval of the compensation of the named executive officers. Mr. Secretary, could you please present the results of this item? Mr. Chairman, in excess of 94% of the votes cast voted to approve executive officer compensation. Based on the secretary's report, their advisory vote on the compensation of the named executive officers was approved. Item 3, the last item is the ratification of the appointment of KMPG to audit the company's 2021 financial statements. Mr. Secretary, could you present the results of this item? Mr. Chairman, in excess of 97% of the vote cast voted to ratify the appointment of KPMG to audit the company's 2021 financial statements. Based on the Secretary's report, the appointment of KMPG has been ratified. That concludes our formal meeting. Now it is my honor to recognize Phil and our other directors who are retiring from the Board. As you know, Phil informed us of his intent to retire from the company earlier this year. Under his leadership, Associated recovered from the Great Recession, put together a strong leadership team and transformed the culture by focusing on the customer experience, investing in colleagues and communities and delivering long term sustainable value to our shareholders. Phil, we thank you for your many contributions over the last 12 years and for your dedicated service to Associated Bank. I'd also like to recognize our directors, Chairman Emeritus, Bill Hutchinson, Dick Lohman and Mike Crowley on their retirement from the Board. We are grateful for your leadership and service to Associated Bank. To honor these gentlemen and to recognize their service and commitment to Associated, we prepared a short video, which we will play now. Bye. From the very beginning, focus on taking care of our customers. When Phil came, there was something already good in place and he just doubled down on that. And I think today, honestly, as a 21 year customer of Associated, their desire to help us, but by knowing us is greater than it's ever been. And it's always been good, but under Phil's leadership, it's just gone to another level. Underlying Phil's achievements, this is focused on Catan Hall Meetings through colleague engagement. Every employee They really appreciate Phil's transparency in his communication. On to affect our culture is to set the tone that he's listening to them. Well, I think focus on diversity. And I think from the people I know who I talked to at Associated who were in the women's network, they really feel his leadership and his support. On community. Through his leadership, we have started several initiatives, making sure we're always doing what is right in the communities we do business. One of the things that really distinguishes us as Wisconsin's largest, maybe good corporate citizens. We got to be good partners with the business community. We also have to be good comes down to engage of in our markets. It's time. Associated Bancorp because of valuable to this most about generate share such an and focused on Debt for his Phil, Bill, Dick and Mike, thank you for all you have done for Associated. To recognize your many years of service, we are donating $25,000 for each of you to the charity of your choice. Please don't be strangers. We look forward to seeing you again in the years to come. Now, I'd like to welcome Andy Harmening, who will begin his role as Associated Bank's President and CEO and join our Board of Directors effective tomorrow. Andy was most recently Senior Executive Vice President at Huntington Bank, where he led digital and omnichannel strategy, transforming that bank's sales and service experience and earning industry wide recognition for customer satisfaction. Andy brings more than 25 years of industry experience in consumer, small business and commercial banking to Associated, and we are delighted that he is joining us. Welcome, Andy. Well, thank you, Jay. Look, I really appreciate the opportunity to be with you today. And Phil, under your leadership, Associated Bank has gained recognition as one of the best banks in the Midwest, one that all of us in the industry regard highly for its unrelenting focus on its customers, its colleagues and the communities it serves. The bank is in an outstanding condition. It has the trust of its customers and one of the highest quality and most engaged workforces in the country. It's an incredible honor for me to lead and serve this organization. I look forward to meeting and working with all the members of the associated family as we begin the next phase of our company's success. Thank you, Andy. Now Phil and I will answer questions submitted by shareholders. We have one question from a shareholder. They indicated first that they were very happy with the changes we made to the executive compensation plan, but they had concern around the relatively short 4 year vesting schedule for stock options and restricted stock. My comments on this are a few. 1, to let everyone know that we have a compensation committee that is made up of all independent directors. That committee works with the top flight outside compensation consultant and we really follow best practices to identify the right thing to do. I'd also like to point out that we no longer offer stock options in the executive compensation and the restricted stock units that we do provide are much more tilted towards performance. So I hope that answers that question. Are there any other questions? I think I have one more. I just need to read it. Just one second, please. This is a question about the issue around stakeholder capitalism and asking our opinion on that matter. And I think my comments on that would be that we take all of our stakeholders very seriously and continue to be very focused on making great returns for our shareholders as our primary goal. So at this time, there are no other questions. I would like to thank everyone for their attendance. And that concludes our 2021 Annual Meeting and we look forward to seeing you in person at our 2022 Annual Meeting. Thank you.