WINTRUST FINANCIAL CORP (WTFC)
Sector: Financials
2026 Annual Meeting Analysis
WINTRUST FINANCIAL CORP · Meeting: May 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2022 (within 24-month exemption window for TSR trigger); independent with strong financial services and human capital background; no overboarding, attendance, or independence concerns identified.
CEO and director since 2023; WTFC's 3-year price return of +120.8% outpaces QABA by +60.4pp, which is below the 65pp threshold needed to trigger an against vote for strong-positive TSR performers, so no TSR concern applies; no overboarding or other policy triggers identified.
Long-tenured director since 1996 with deep executive recruitment expertise; WTFC's 3-year return of +120.8% outpaces QABA by +60.4pp, which falls just below the 65pp threshold required to trigger a vote against for strong-positive TSR companies, so the TSR trigger does not fire; no overboarding or committee independence concerns identified.
Director since 2015 with extensive financial services and actuarial expertise; qualifies as an audit committee financial expert; TSR trigger does not apply given WTFC's strong outperformance relative to QABA below the 65pp threshold; no other policy concerns identified.
Director since 2023 with strong CFO and CEO-level financial expertise; TSR trigger does not apply; incoming non-executive Chairman with no overboarding or independence concerns.
Director since October 2025, well within the 24-month new-director exemption from the TSR trigger; brings relevant technology and information security expertise appropriate for the IT/IS Committee role.
Director since 2019 with deep technology and cybersecurity expertise; TSR trigger does not apply given WTFC's strong outperformance relative to QABA below the 65pp threshold; no overboarding or independence concerns identified.
Director since 2021 with management and public health leadership experience; qualifies as an audit committee financial expert; serves on one other public company board (Kemper); TSR trigger does not apply; no policy concerns identified.
Director since October 2025, well within the 24-month new-director exemption from the TSR trigger; CPA and investment management background provides strong financial expertise appropriate for Risk Management Committee chair role.
Director since 2024 with banking and investment banking background; qualifies as an audit committee financial expert; tenure is under 24 months so TSR trigger exemption applies in any case; no overboarding or independence concerns identified.
Director since 2019 with corporate finance and tax expertise at McDonald's and PwC; qualifies as an audit committee financial expert and chairs the Audit Committee; TSR trigger does not apply given WTFC's outperformance relative to QABA below the 65pp threshold; no policy concerns identified.
Director since 2020 with extensive private equity, M&A, and board governance experience; TSR trigger does not apply given WTFC's outperformance relative to QABA below the 65pp threshold; no overboarding or independence concerns identified.
All 12 nominees receive a FOR vote. Wintrust's 3-year price return of +120.8% outpaces the QABA community bank benchmark by +60.4 percentage points, which falls just short of the 65pp threshold required to trigger an against vote for companies with strong positive absolute returns — so no director faces a TSR-based concern. Two newly appointed directors (Kohl and Richter, joined October 2025) are automatically exempt from the TSR trigger as they joined within the past 24 months. No director appears overboarded, and all committee assignments reflect appropriate independence and expertise.
Say on Pay
✓ FORCEO
Timothy S. Crane
Total Comp
$7,037,919
Prior Support
98%%
The CEO's total reported compensation of $7,037,919 is consistent with benchmarks for a CEO of a ~$10 billion market cap regional bank, and the prior say-on-pay vote received approximately 98% shareholder support — well above the 70% threshold that would require a policy response. The company's pay structure is heavily weighted toward variable pay (approximately 81% of target total compensation for the CEO is tied to performance), which satisfies the policy's requirement that at least 50-60% of senior executive pay be performance-based. Wintrust's strong 3-year stock performance (+120.8% vs. QABA's +60.4%) confirms that above-benchmark incentive pay, if any, is supported by superior shareholder returns, satisfying the pay-for-performance alignment check.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,025,106
Non-Audit Fees
$1,203,812
Ernst & Young's non-audit fees in 2025 (tax fees of $1,172,857 plus audit-related fees of $30,955, totaling approximately $1,203,812) represent about 39.8% of audit fees of $3,025,106 on a narrow basis, but when audit-related fees are correctly included as non-audit for policy purposes the combined non-audit total is $1,203,812 against $3,025,106 in core audit fees, yielding a ratio of approximately 39.8% — which is below the 50% threshold. However, reviewing just tax fees alone ($1,172,857) against audit fees ($3,025,106) gives a ratio of 38.8%, also below 50%. On the most conservative reading including all non-core fees ($30,955 audit-related + $1,172,857 tax = $1,203,812), the non-audit ratio is 39.8% of audit fees, which is below the 50% policy threshold. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire. No material restatements were identified. Accordingly, no policy trigger is met and the correct vote is FOR. NOTE: Correction — the non-audit fee ratio is 39.8% (below 50%), so the vote should be FOR.
Overall Assessment
The 2026 Wintrust Financial annual meeting ballot presents three standard proposals: election of 12 directors, an advisory vote on executive compensation, and ratification of Ernst & Young as auditor. All proposals receive a FOR vote — the director slate is clean with no TSR, overboarding, or independence concerns; the say-on-pay program is strongly performance-weighted with 98% prior-year support and stock outperformance versus QABA; and EY's non-audit fee ratio of approximately 39.8% falls well below the 50% policy threshold that would require an against vote.