What are my voting choices when voting on the advisory (non-binding) proposal approving the Company’s 20102012 executive compensation as described in this Proxy Statement?
Shareholders may:
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| (a) | Vote FOR the proposal; |
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| (b) | Vote AGAINST the proposal; or |
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| (c) | ABSTAIN from voting on the proposal. |
(a) Vote FOR the proposal;
(b) Vote AGAINST the proposal; or
(c) ABSTAIN from voting on the proposal.
What are my voting choices when voting on the advisory (non-binding) proposal to determine whether the shareholder advisory vote to approve the Company’s executive compensation should occur every one, two or three years?
Shareholders may:
(a) Vote for holding an advisory (non-binding) vote to approve the Company’s executive compensation every ONE year;
(b) Vote for holding an advisory (non-binding) vote to approve the Company’s executive compensation every TWO years;
(c) Vote for holding an advisory (non-binding) vote to approve the Company’s executive compensation every THREE years; or
(d) ABSTAIN from voting on the proposal.
What are my voting choices when voting on the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011?2013?
Shareholders may:
(a) | |
| (a) | Vote FOR the ratification; |
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| (b) | Vote AGAINST the ratification; or |
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| (c) | ABSTAIN from voting on the ratification. |
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(b) Vote AGAINST the ratification; or
(c) ABSTAIN from voting on the ratification.
What are the Board’s recommendations?
The Board recommends a vote:
| • | | FOR the election of each of the thirteen Director nominees named in this Proxy Statement; |
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| • | | FOR the proposal to amend the Company’s 2007 Plan to (i) increase the number of shares that may be offered under the plan by 2,860,000, and (ii) re-approve the material terms of the performance measures for the 2007 Plan, in accordance with Section 162(m) of the Code; |
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| • | | FOR the advisory (non-binding) proposal approving the Company’s 2010 executive compensation as described in this Proxy Statement; |
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| • | | FOR the advisory (non-binding) proposal to hold an advisory vote to approve the Company’s executive compensation every year; and |
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| • | | FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011. |
FOR the advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement; and
FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.
How will my shares be voted if I sign, date and return my proxy card?
If you sign, date and return your proxy card and indicate how you would like your shares voted, your shares will be voted as you have instructed. If you sign, date and return your proxy card but do not indicate how you would like your shares voted, your proxy will be voted:
FOR the election of each of the thirteen Director nominees named in this Proxy Statement;
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| • | | FOR the proposal to amend the Company’s 2007 Plan to (i) increase the number of shares that may be offered under the plan by 2,860,000,FOR the advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement; and (ii) re-approve the material terms of the performance measures for the 2007 Plan, in accordance with Section 162(m) of the Code; |
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| • | | FOR the advisory (non-binding) proposal approving the Company’s 2010 executive compensation as described in this Proxy Statement; |
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| • | | FOR the advisory (non-binding) proposal to hold an advisory vote to approve the Company’s executive compensation every year; and |
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| • | | FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011. |
FOR the ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.
With respect to any other business that may properly come before the meeting, or any adjournment of the meeting, that is submitted to a vote of the shareholders, including whether or not to adjourn the meeting, your shares will be voted in accordance with the best judgment of the persons voting the proxies.
How will broker non-votes be treated?
A broker non-vote occurs when a broker who holds its customer’s shares in street name submits proxies for such shares, but indicates that it does not have authority to vote on a particular matter. Generally, this occurs when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on “routine” matters only, but not on other matters. In this Proxy Statement, brokers who have not received instructions from their customers would only be permitted to vote on theon:
The ratification of the appointment of Ernst & Young LLP.
Brokers who have not received instructions from their customers would not be permitted to vote on the following proposals:
| • | | To elect the thirteen Director nominees named in this Proxy Statement; |
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| • | | To amend the Company’s 2007 Plan to (i) increase the number of shares that may be offered under the plan by 2,860,000, and (ii) re-approve the material terms of the performance measures for the 2007 Plan, in accordance with Section 162(m) of the Code; |
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| • | | The advisory (non-binding) proposal approving the Company’s 2010 executive compensation as described in this Proxy Statement; and |
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| • | | The advisory (non-binding) proposal to hold an advisory vote to approve the Company’s executive compensation every year. |
The advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement.
We will treat broker non-votes as present to determine whether or not we have a quorum at the Annual Meeting, but they will not be treated as entitled to vote on the proposals, if any, for which the broker indicates it does not have discretionary authority.
How will abstentions or withheld votes be treated?
If you vote to abstain or withhold authority to vote, your shares will be counted as present to determine whether or not we have a quorum at the Annual Meeting. If you withhold authority to vote for one or more of the nominees for director, this will have the same effect as a vote against such nominee.
If you abstain from voting on the following proposals,advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in this Proxy Statement, your abstention will have the same effect as a vote against such proposal:the proposal.
| • | | To amend the Company’s 2007 Plan to (i) increase the number of shares that may be offered under the plan by 2,860,000, and (ii) re-approve the material terms of the performance measures for the 2007 Plan, in accordance with Section 162(m) of the Code; |
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| • | | The advisory (non-binding) proposal approving the Company’s 2010 executive compensation as described in this Proxy Statement; and |
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| • | | Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011. |
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If you abstain from voting on the advisory (non-binding) proposal to hold an advisory vote to approveratification of the Company’s recommendation to approve executive compensation every year,Audit Committee’s selection of Ernst & Young LLP as Wintrust’s independent registered public accounting firm for 2013, your abstention will have nothe same effect onas a vote against the frequency that is selected by shareholders.proposal.
What vote is required to elect Directors at the Annual Meeting?
Election as a Director of the Company requires that a nominee receive the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Accordingly, instructions to withhold authority will have the same effect as a vote against such nominee.
What vote is required to amend the Company’s 2007 Plan to (i) increase the number of shares that may be offered under the plan by 2,860,000, and (ii) re-approve the material terms of the performance measures for the 2007 Plan, in accordance with Section 162(m) of the Code?
The approval of the amendment to the 2007 Plan requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal.
What vote is required to approve the advisory (non-binding) proposal approving the Company’s 20102012 executive compensation as described in this Proxy Statement?
The approval of the advisory (non-binding) proposal on the Company’s 20102012 executive compensation described in this Proxy Statement requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal.
What vote is required to approve the advisory (non-binding) proposal to determine whether the shareholder advisory vote to approve the Company’s executive compensation should occur every one, two or three years?
The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered by the Company as the shareholders’ recommendation as to the frequency of future advisory votes to approve the Company’s executive compensation. Abstentions will have no effect on the frequency that is selected by shareholders.
What vote is required to ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011?2013?
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20112013 requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the same effect as a vote against ratification.
What if other matters come up during the Annual Meeting?
If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying form of proxy will vote the proxies held by them in accordance with their best judgment. The Company is not aware of any business other than the items referred to in the Notice of Annual Meeting that may be considered at the Annual Meeting.
Your vote is important. Because many shareholders cannot personally attend the Annual Meeting, it is necessary that a large number be represented by proxy. Whether or not you plan to attend the meeting in person, prompt voting will be appreciated. Registered shareholders can vote their shares via the Internet or by using a toll-free telephone number. Instructions for using these convenient services are provided on the proxy card. Of course, you may still vote your shares on the proxy card. To do so, we ask that you complete, sign, date and return the enclosed proxy card promptly in the postage-paid envelope.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be Held on May 26, 2011:23, 2013:
This Proxy Statement and the 20102012 Annual Report on Form 10-K are Available at:
https://materials.proxyvote.com/97650W
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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
The Company’s Board of Directors is comprised of 13 Directors, each serving a term that will expire at this year’s Annual Meeting. At the Annual Meeting, you will elect 13 individuals to serve on the Board of Directors until the next Annual Meeting. The Board of Directors, acting pursuant to the recommendation of the Nominating and Corporate Governance Committee, has nominated each Director standing for election. AllEach of the nominees currently serveserves as Directors.a Director. Each nominee has indicated a willingness to serve, and the Board of Directors has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board of Directors. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Shareholders of the Company have no cumulative voting rights with respect to the election of Directors.
The following sections set forth the names of the Director nominees, their ages, a brief description of their recent business experience, including recent occupation and employment, certain directorships held by each, certain experiences, qualifications, attributes and skills, and the year in which they became Directors of the Company. Director positions in the Company’s subsidiaries are included in the biographical information set forth below.
The Company’s main operating subsidiaries include Advantage Bank, Barrington Bank & Trust Company, N.A., Beverly Bank Chicago& Trust Company, N.A., Crystal Lake Bank & Trust Company, N.A., First Insurance Funding Corporation, Great Lakes Advisors, LLC, Hinsdale Bank & Trust Company, Lake Forest Bank & Trust Company, Libertyville Bank & Trust Company, North Shore Community Bank & Trust, Northbrook Bank & Trust Company, Old Plank Trail Community Bank, N.A., Schaumburg Bank & Trust Company, N.A., State Bank of Thethe Lakes, St. Charles Bank Tricom, Town Bank, Village Bank, Wayne Hummer Investments, Wheaton Bank, Wintrust Information Technology Services, Wintrust Capital Management and Wintrust Mortgage Company.& Trust Company, The Chicago Trust Company, N.A., Town Bank, Tricom, Inc. of Milwaukee, Village Bank & Trust, Wayne Hummer Investments, L.L.C., and Wintrust Capital Management areWheaton Bank & Trust Company.
We refer to The Chicago Trust Company, N.A., Great Lakes Advisors, LLC and Wayne Hummer Investments, LLC collectively referred to herein as Wintrust Wealth Management.
Nominees to Serve as Directors until the 20122013 Annual Meeting of Shareholders
Peter D. Crist (59)(61), Director since 1996.Mr. Crist has served as the Company’s Chairman since 2008. Mr. Crist founded Crist Kolder Associates, an executive recruitment firm which focuses on chief executive officer and director searches, in 2003 and has served since inception as its Chairman and Chief Executive Officer. From December 1999 to January 2003, Mr. Crist served as Vice Chairman of Korn/Ferry International (NYSE), the largest executive search firm in the world. Previously, he was President of Crist Partners, Ltd., an executive search firm he founded in 1995 and sold to Korn/Ferry International in 1999. Immediately prior thereto he was Co-Head of North America and the Managing Director of the Chicago office of Russell Reynolds Associates, Inc., the largest executive search firm in the Midwest, where he was employed for more than 18 years. He also serves as a director and chairman of the compensation committee of Northwestern Memorial Hospital and as a director of Northwestern Memorial HealthCare. Mr. Crist is a Director of Hinsdale Bank.
Mr. Crist’s experience assisting companies with executive searches provides him with insight into the attraction and retention of Company personnel, an important concern of the Company. In addition, Mr. Crist’s experience as an executive of several large, Chicago-based businesses provides him with insight into the management and operational challenges and opportunities facing the Company in its markets. He also brings experience as a memberthe chair of the compensation committee of Northwestern Memorial Hospital. In addition, Mr. Crist’s experience as a director of a Hinsdale Bank gives him valuable insight into the Company’s banking operations.
Bruce K. Crowther (59)(61), Director since 1998.Mr. Crowther has served as President and Chief Executive Officer of Northwest Community Healthcare, Northwest Community Hospital and certain of its affiliates since January 1992. Prior to that time he served as Executive Vice President and Chief Operating Officer from 1989 to 1991. He is a Fellow of the American College of Healthcare Executives. Mr. Crowther is the past Chairman of the board of directors of the Illinois Hospital Association as well as a member of the board of directors of the Max McGraw Wildlife Foundation. Mr. Crowther is a Director of Barrington Bank.
Mr. Crowther’s experience as President and Chief Executive officerOfficer of Northwest Community Healthcare, Northwest Community Hospital and certain of its affiliates provides him with insight into the challenges of leading a large and complex organization in the greater Chicago area and an understanding of the operation and management of a large business. In addition, Mr. Crowther’s experience as a director of Barrington Bank gives him valuable insight into the Company’s banking operations.
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Joseph F. Damico (57)(59), Director since 2005.Mr. Damico is a founding partner and Co-Chairman of RoundTable Healthcare Partners, an operating-oriented private equity firm focused on the healthcare industry. Mr. Damico has more than
30 years of healthcare industry operating experience, previously as Executive Vice President of Cardinal Health, Inc. and President &and Chief Operating Officer of Allegiance Corporation. Mr. Damico also held senior management positions at Baxter International Inc. and American Hospital Supply and serves as a Director of Northwestern Memorial Hospital and James Madison University. Mr. Damico is an advisory Director of Libertyville Bank.
Mr. Damico’s experience in senior leadership positions with Cardinal Health, Allegiance, Baxter International, and American Hospital Supply provides him with knowledge of the issues faced by large and complex businesses. In addition, his experience as Co-Chairman of RoundTable Healthcare Partners provides him with insight into issues faced by entrepreneurial companies. His experience as a corporate director also provides him with knowledge of the operations of various boards of directors. Mr. Damico’s experience as an advisory director of Libertyville Bank gives him valuable insight into the Company’s banking operations.
Bert A. Getz, Jr. (43)(45), Director since 2001.Mr. Getz joined Globe Corporation in 1991 and serves as Director and Co-Chief Executive Officer. He is also President of Globe Development Corporation (a wholly-owned real estate development subsidiary of Globe Corporation), an Officer and Director of Globe Management Company, and Chairman of the Investment Committee for Globe Investment Company, LP. Additionally, Mr. Getz is a Director of the Globe Foundation, the National Historical Fire Foundation and Children’s Memorial Hospital, and is a Trustee of the Chicago Zoological Society at Brookfield Zoo, The Lawrenceville School and North Shore Country Day School. Mr. Getz serves as a Director of Great Lakes Advisors, Libertyville Bank, Wintrust Capital Management, Wayne Hummer Investments and The Chicago Trust Company.
Mr. Getz’s experience in real estate investment and development, through Globe Corporation and its affiliates, provides him with knowledge of the real estate market in the Chicago area, which affects numerous aspects of the Company’s business, particularly the Company’s lending operations. In addition, Mr. Getz’s experience as a real estate developer provides insight into the operation of credit-intensive businesses. His experience as a director of various corporate and non-profit boards provide him with knowledge of the concerns of various constituencies of the Company. As a result of his financial experience, Mr. Getz qualifies as a financial expert for purposes of rules governing audit committees. In addition, Mr. Getz’s experience as a director of Libertyville Bank and Wintrust Wealth Management gives him valuable insight into the Company’s banking, brokerage and investment advisory operations.
H. Patrick Hackett, Jr. (59)(61), Director since 2008.Mr. Hackett is the Principal of HHS Co., a real estate development and management company located in the Chicago area. Previously, he served as the President and Chief Executive Officer of RREEF Capital, Inc. and as Principal of The RREEF Funds, an international commercial real estate investment management firm. Mr. Hackett taught real estate finance at the Kellogg Graduate School of Management for 15 years when he also served on the real estate advisory boards of Kellogg and of the Massachusetts Institute of Technology. He serves on the board of First Industrial Realty Trust, Inc. (NYSE) and is a director of North Shore Community Bank.
Mr. Hackett’s experience as Principal of HHS Co. provides him deep familiarity with knowledge of thefinancial modeling and underwriting approaches toward valuing corporate and bank acquisitions, as well as commercial real estate, market in the Chicago area, a market which impacts not only the value ofoften serves as collateral pledged to the Company, but also affects demand for the Company’s lending products. In addition, Mr. Hackett’s 25 years of experience reviewing and analyzing commercial real estate investments for registered investment advisors provides him with knowledge of financial analysis and modeling of commercial real estate transactions as well as the investment committee process. Mr. Hackett’s experience as a director of North Shore Community Bank givesand as a bank auditor, early in his career, give him valuable insight into the Company’s banking operations.
Scott K. Heitmann (62)(64), Director since 2008.Mr. Heitmann, retired for the past sixeight years, has over 30 years of experience in the banking industry, including his service as Vice Chairman of LaSalle Bank Corporation and President, Chairman and Chief Executive Officer of Standard Federal Bank from 1997 to 2005. He served as the President and Chief Executive Officer of LaSalle Community Bank Group and LaSalle Bank FSB from 1988 to 1996. Mr. Heitmann currently serves as a member of the board of The Illinois Chapter of The Nature Conservancy, and as an Advisory Director of Boys Hope Girls Hope of Illinois. Mr. Heitmann has previously served as a director of LaSalle Bank Corporation, Standard Federal Bank and the Federal Home Loan Bank of Chicago. Mr. Heitmann is a Director of Great Lakes Advisors, North Shore Community Bank, Wintrust Capital Management, Wayne Hummer Investments and The Chicago Trust Company.
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Mr. Heitmann’s experience in the banking industry, including service in executive leadership roles at LaSalle Bank and Standard Federal Bank, provide him with knowledge of the financial services business, generally, and the business of community banking, in particular. His experience as a former bank lender also provides insight into the Company’s community banking business. In addition, his experience with LaSalle Bank’s various predecessors provides him with insight into the opportunities and challenges posed to a growth-oriented Chicago-based community bank. As a result of his financial experience, Mr. Heitmann qualifies as a financial expert for purposes of rules governing audit committees. Mr. Heitmann’s experience as a director of North Shore Community Bank and Wintrust Wealth Management gives him valuable insight into the Company’s banking, brokerage and investment advisory operations.
Charles H. James III (52)(54), Director since 2008.Mr. James is the Chairman and Chief Executive Officer of C.H. James & Co., an investment holding company with interests in wholesale food distribution businesses, and is Managing Owner of C.H. James Restaurant Holdings LLC, which owns quick service restaurants. From 2001 to 2003 Mr. James served as Chairman of the Board and Chief Executive Officer of PrimeSource Foodservice Equipment, Inc., a food service equipment and supplies distributor that specializes in servicing quick service restaurant chains and multi-unit operators. Mr. James also serves on the board of directors of Summit Housing Partners, Morehouse College, and the Children’s Memorial Hospital.College. Mr. James is a Director of Lake Forest Bank.
Mr. James’s experience as Chairman and Chief Executive Officer of C.H. James & Co. and Managing Owner of C.H. James Restaurant Holdings provides him with knowledge of businesses engaged in both wholesale distribution and consumer sales, each an important segment of the Company’s customer base. As a chief executive, Mr. James also brings substantial operational and management experience to the Board. In addition, Mr. James’ experience as a director of Lake Forest Bank gives him valuable insight into the Company’s banking operations.
Albin F. Moschner (58)(60), Director since 1996.Mr. Moschner is currently a consultant in the wireless industry and recently retired from the position of Executive Vice President and Chief Operating Officer of Leap Wireless. He joined Leap Wireless in 2004 as the Chief Marketing Officer. In the eight years prior to joining Leap Wireless, Mr. Moschner held executive positions in both early stage and corporate, internet and telecommunications companies as President of Verizon Card Services, President and Chief Executive Officer of One Point Services and Vice-Chairman of Diba, Inc. Mr. Moschner also served as Director, Chief Operating Officer and President and Chief Executive Officer of Zenith Electronics, Glenview, Illinois, from 1991 to 1996. Mr. Moschner serves on the Board of Directors of USA Technologies, Inc. (NASDAQ).
Mr. Moschner’s experience as President and Chief Executive Officer of Zenith Electronics provides him with insight into the management of a public company. Mr. Moschner’s experience in the telecommunications industry also provides him with insight into the challenges and opportunities of businesses undergoing secular change. As a result of his financial experience, Mr. Moschner qualifies as a financial expert for purposes of rules governing audit committees.
Thomas J. Neis (62)(64), Director since 1999.Mr. Neis is the owner of Neis Insurance Agency, Inc., QR Insurance Agency and Pachini Insurance Agency and is an independent insurance agent with these companies. Mr. Neis also owns Parr Insurance Brokerage Inc., marketing insurance products to insurance agencies. Through QR Insurance Agency, he provides insurance consulting for banking and financial institutions. Mr. Neis is a member of the Board of Trustees of Illinois Wesleyan University, where he serves on its Audit, Investment and Business Affairs committees. In addition, Mr. Neis is a member of the university’s national alumni board and served as past president of the university’s Chicago Alumni Board. He also founded and chaired the Crystal Lake Sister City organization with Holtzgerlingen, Germany and has been active in several other charitable and fraternal organizations. Mr. Neis is a Director of Crystal Lake Bank.
Mr. Neis has experience in the insurance industry, which, through the Company’s premium finance receivable financing business, impacts a substantial and growing portion of the Company’s business. Through his insurance businesses, Mr. Neis also has experience operating in an industry with multiple layers of regulation. In addition, Mr. Neis’ experience as a director of Crystal Lake Bank gives him valuable insight into the Company’s banking operations.
Christopher J. Perry (55)(57), Director since 2009.Mr. Perry is currently a partner at CIVC Partners LLC, a private equity investment firm which he joined in 1994 after leading Continental Bank’s Mezzanine Investments and Structured Finance groups. Prior to joining Continental in 1985, he served as a Vice President in the Corporate Finance Department of the Northern Trust Company. He has been in the financial services industry for the past 25 years. During his time at CIVC Partners, he has served on the boards of over a dozen public and private companies. He serves as chairman of the Board of Trustees for Cristo Rey Jesuit High School and serves on the
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Executive Committee of Loyola Academy. Mr. Perry previously served as a director of Wintrust from 2001 to 2002. An affiliate of CIVC Partners LLC owns all of Wintrust’s 8.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, as described under “Related Party Transactions.”
Mr. Perry’s role as a partner of CIVC Partners gives him insight into a broad range of privately held companies across a number of industries, including financial services. In addition, his experience as a leader at CIVC, Continental Bank’s Mezzanine Investments Group and Structured Finance Group gives him insight into complex capital structures, financial instruments and all aspects of transactions. Mr. Perry’s over two decades of experience in the financial services industry have given him considerable experience in many aspects of the industry during several credit and economic cycles.
Hollis W. Rademacher (75), Director since 1996.Mr. Rademacher is self-employed as a business consultant and private investor. From 1957 to 1993, Mr. Rademacher held various positions, including Officer in Charge, U.S. Banking Department and Chief Credit Officer of Continental Bank, N.A., Chicago, Illinois, and from 1988 to 1993 held the position of Chief Financial Officer. Mr. Rademacher is also a director of Schawk, Inc. (NYSE), a provider of prepress graphics for the packaging industry. Mr. Rademacher currently serves as a Director of each of the Company’s main operating subsidiaries except for Beverly Bank, Old Plank Trail Community Bank, St. Charles Bank, Town Bank, Wheaton Bank, Wintrust Information Technology Services, Wintrust Capital Management, Wayne Hummer Investments, The Chicago Trust Company and Wintrust Mortgage Corporation.
Mr. Rademacher’s experience as a credit officer and chief financial officer of Continental Bank provide insight into the credit decision-making process, one of the Company’s core competencies. In addition, as noted above, Mr. Rademacher is a member of the board of most of the Company’s bank subsidiaries for which, in most cases, he serves as chair of such bank’s credit or risk management committee. As such, Mr. Rademacher has substantial experience with the Company’s banking business, including the management of the risks of that business. In addition, Mr. Rademacher’s experience as director of various publicly-traded companies provides him with knowledge of board operations. In addition, Mr. Rademacher’s experience as a director of Wintrust Wealth Management gives him valuable insight into the Company’s brokerage, investment advisory, and trust services operations.
Ingrid S. Stafford (57)(59), Director since 1998.Ms. Stafford has held various positions since 1977 with Northwestern University, where she is currently Associate Vice President for Financial Operations and Treasurer. Ms. Stafford is a trustee of the Board of Pensions of the Evangelical Lutheran Church in America, where she serves on its Executive, Finance and Nominating Committees and is Chair of its Audit Committee. She also serves on the investment committee of Wittenberg University and the investment and audit committees of the Evanston Community Foundation. She is an emeritus director of Wittenberg University where she served from 1993 to 2006, including serving as Board Chair from 2001-2005. Ms. Stafford is a Director of North Shore Community Bank.
Ms. Stafford’s experience as Associate Vice President for Financial Operations and Treasurer of Northwestern University provides experience with the management of the liquidity, financial reporting, risk and audit management of a large organization. She serves in a management support role to its Board of Trustees’ Audit, Finance and Investment Committees. In addition, as a member of the investment committees of Wittenberg University and the Evanston Community Foundation, she has experience with investment strategy and asset allocation. She also has concurrent experience as an audit committee member and chair of the Board of Pensions of the Evangelical Lutheran Church in America (now known as Portico Benefit Services) and the Evanston Community Foundation.audit committee member of Wittenberg University. As a result of her financial experience, Ms. Stafford qualifies as a financial expert for purposes of rules governing audit committees. In addition, Ms. Stafford’s experience as a director of North Shore Community Bank gives her valuable insight into the Company’s banking operations.
Sheila G. Talton (60), Director since 2012. Ms. Talton is President of SGT, Ltd., a firm that provides strategy and technology consulting services in global markets in the financial services, healthcare and technology business sectors. Prior to that time, she served as Vice President, Office of Globalization, for Cisco Systems, Inc., a leading global manufacturer, supplier and servicer of Internet Protocol (IP)-based networking and other products related to the communication and information technology industry, and held that position from 2008 to July, 2011. From 2004 to 2008 she also held vice president positions of Cisco’s Advisory Services Consulting Group and China groups following a long career in the information technology industry. Prior to joining Cisco Ms. Talton served in multiple roles at Cap Gemini and EDS including as President of their Business Process Innovation Global Consulting Practice. Ms. Talton serves on the Board of Directors of ACCO Brands Corp. (NYSE).
Ms. Talton’s extensive knowledge of information technology systems and technology security issues permit her to provide guidance on critical issues to the Company’s successful growth. Ms. Talton’s experience in technology systems provides her with insight into the challenges of securely providing a diverse client base with a broad array of financial services. In addition, her experience in senior leadership with Cisco Systems provides her with knowledge of the issues faced by large and complex businesses. Ms. Talton also brings substantial operational and management experience to the board.
Edward J. Wehmer (57)(59), Director since 1996.Mr. Wehmer, a founder of the Company, has served since May 1998 as President and Chief Executive Officer of the Company. Prior to May 1998, he served as President and Chief Operating Officer of the Company since its formation in 1996. He served as the President of Lake Forest Bank from 1991 to 1998. He serves as an Advisory Director of each of the Company’s main operating subsidiaries. Mr. Wehmer is a certified public accountant and earlier in his career spent seven years with the accounting firm of Ernst & Young LLP specializing in the banking field and particularly in the area of bank mergers and acquisitions. Mr. Wehmer serves on the board of directors of Stepan Company (NYSE), a chemical manufacturing and distribution company. He also serves as a director of Northwestern Lake Forest Hospital and the Catholic Extension Society, on the audit committee of Northwestern Memorial Health Care, as a trustee for Children’s Memorial
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Hospital and Foundation, as a member of the advisory board of the Farmer School of Business of Miami University, and on the Finance Board and the School Board of the Archdiocese of Chicago.
Mr. Wehmer is the only member of the Board who is also a manager of the Company. As such, he provides the views of the management of the Company and substantial insight into the operations of the Company. As an employee of the Company since its inception, he also provides historical context for the Board’s discussions.
Required Vote
Election as a Director of the Company requires that a nominee receive the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Accordingly, instructions to withhold authority will have the same effect as a vote against such nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION
OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
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PROPOSAL NO. 2 — APPROVAL OF AN AMENDMENT TO THE 2007 STOCK INCENTIVE PLAN AND RE-APPROVAL OF PERFORMANCE MEASURES AVAILABLE UNDER THE 2007 STOCK INCENTIVE PLAN
General
The Wintrust Financial Corporation 2007 Stock Incentive Plan was adopted by the Board of Directors on November 9, 2006 and became effective when it was approved by shareholders on January 9, 2007. The 2007 Plan was amended and restated by the Board of Directors as of October 22, 2007 and April 6, 2009 and approved by shareholders on May 28, 2009. In December 2010, the Compensation Committee of the Board of Directors amended the 2007 Plan to require a “double trigger” for the accelerated vesting of awards in the event of certain change of control transactions. At their meeting on April 11, 2011, the Compensation Committee recommended and the Board of Directors approved, subject to shareholder approval at the Annual Meeting, an amendment to the 2007 Plan (the “2007 Plan Amendment”) that would increase the number of shares authorized for issuance or delivery pursuant to awards granted under the 2007 Plan by 2,860,000 shares of the Company’s Common Stock.
In addition to the above-described change made by this amendment, the Company is also requesting that the Company’s shareholders reapprove the material terms of the performance measures for the 2007 Plan in accordance with Section 162(m) of the Code.
Purpose of the 2007 Plan
The 2007 Plan is intended to provide the Company with the ability to provide market-responsive, stock-based incentives and other rewards for employees and directors of the Company and its subsidiaries and consultants to the Company and its subsidiaries that (i) provide such employees, directors and consultants a stake in the growth of the Company and (ii) encourage them to continue in the service of the Company and its subsidiaries.
The 2007 Plan enhances our ability to link pay to performance and our ability to attract key employees to manage our banks and other businesses. The 2007 Plan also helps promote the retention of key employees while aligning their interests closely with those of our shareholders. Accordingly, management believes the ability to award equity incentives is an important component in continuing the Company’s growth.
History and Reason for Proposing the 2007 Plan Amendment
As noted above, the 2007 Plan was adopted by the Board of Directors on November 9, 2006 and became effective when it was approved by shareholders on January 9, 2007. As of March 31, 2011, only 97,800 shares of Common Stock remain available to be granted under the 2007 Plan. As of such date, 351,177 full value awards were outstanding and 1,920,054 options were outstanding. The outstanding options had a weighted average exercise price of $38.97 and a weighted average remaining term of 3.03 years. At current participation levels, we estimate that, in the absence of an amendment to increase the number of shares of Common Stock that may be offered under the 2007 Plan, such shares would be substantially exhausted during 2011. If the 2007 Plan Amendment is approved, the number of shares available to be granted in the future under the 2007 Plan will be increased from 97,800 to 2,957,800 shares. We believe that this increase in the number of shares available under the 2007 Plan will enable the Company to grant awards to eligible persons until approximately 2014.
In December 2010 the Compensation Committee amended the 2007 Plan to reflect what the Compensation Committee believes to be a best corporate governance practice, requiring a “double trigger” for the accelerated vesting of awards in the event of certain change of control transactions. This means that, effective for awards granted on or after January 1, 2011, equity awards will accelerate only if a participant is involuntarily terminated (other than for cause, death or disability) or, if permitted under the participant’s award agreement, terminates his or her own employment voluntarily for “good reason” within 18 months after the date of certain change of control transactions. In the case of a change of control transaction in which the awards are not effectively assumed by the surviving or acquiring corporation or the Common Stock does not otherwise remain outstanding following the change in control, the awards are still subject to “single trigger” vesting, meaning that the awards will accelerate upon the occurrence of such change of control transactions.
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Key Features of the 2007 Plan
We believe that the following features of the 2007 Plan help assure that the 2007 Plan both provides incentives to our employees and protects shareholder value:
| • | | an independent body, the Compensation Committee, administers the 2007 Plan; |
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| • | | the 2007 Plan counts each full-value award as 2.21 shares against the number of shares available for grant; |
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| • | | the 2007 Plan limits unrestricted stock awards to an aggregate maximum of 25,000; |
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| • | | the 2007 Plan prohibits repricing or repurchasing of stock option awards (or other material amendments) without prior shareholder approval; |
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| • | | the 2007 Plan does not provide for the payment of dividends on unvested performance awards and does not allow discounted awards; and |
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| • | | the 2007 Plan does not provide for liberal share counting or recycling of shares. |
Description of the 2007 Plan
The following is a description of the terms of the 2007 Plan. This description is qualified in its entirety by reference to the plan document, as proposed to be amended and restated, a copy of which is attached to this Proxy Statement as Annex A and incorporated herein by reference.
Shares Available. As noted above, 97,800 shares remain available as of March 31, 2011, and it is anticipated that substantially all available shares under the 2007 Plan will be awarded during 2011. If shareholders approve the 2007 Plan Amendment, a total of 2,957,800 shares would be available under the 2007 Plan, subject to adjustment in the event of certain changes to our capital structure. This represents an increase of 2,860,000 shares over the number of shares that would have been available in the absence of the 2007 Plan Amendment. In addition, each share awarded pursuant to a full value award (including an award of unrestricted stock) granted on or after the effective date of the 2007 Plan Amendment will be counted as 2.21 shares against the 2007 Plan’s share reserve. This effectively limits the number of full value awards that may be granted under the 2007 Plan because these awards would be counted against the 2007 Plan’s share reserve as 2.21 shares for every one share issued in connection with such awards.
Shares covered by an award granted under the 2007 Plan are not counted as used under the 2007 Plan unless and until they are actually issued and delivered to a participant. Consequently, in the event that an award granted under the 2007 Plan is ultimately paid in cash rather than shares, any shares that were covered by that award will remain available for issue or transfer under the 2007 Plan (in the same number as such shares were counted against the 2007 Plan’s share reserve). Notwithstanding anything to the contrary: (a) shares tendered in payment of the exercise price of an option will not be added to the aggregate plan limit described above; (b) shares withheld by the Company to satisfy tax withholding obligations will not be added to the aggregate plan limit described above; (c) shares that are repurchased by the Company with proceeds from option exercises will not be added to the aggregate plan limit described above; and (d) the full number of shares covered by a stock appreciation right, to the extent that it is exercised and settled in shares and whether or not shares are actually issued to the participant upon exercise of the right, will be considered issued or transferred pursuant to the 2007 Plan.
The shares of Common Stock subject to awards under the 2007 Plan and available for future awards may be reserved for issuance out of the Company’s total authorized but unissued shares or they may be shares held in treasury or acquired by the Company on the open market. A participant in the 2007 Plan is permitted to receive multiple grants of stock-based awards. The terms and provisions of a type of award with respect to any recipient need not be the same with respect to any other recipient of such award. The 2007 Plan provides that during any calendar year the maximum number of shares of Common Stock which may be made subject to awards granted to any single participant may not exceed 100,000.
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Administration. The 2007 Plan provides that it shall be administered by a committee of the Board of Directors, constituted so as to permit the 2007 Plan to comply with the “non-employee director” provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “outside director” requirements of Section 162(m) of the Code (see “Re-approval of Section 162(m) Performance Measures” below). The Board of Directors of the Company has delegated the administration of the 2007 Plan to its Compensation Committee. The Compensation Committee makes determinations with respect to the participation of employees, directors and consultants in the 2007 Plan and, except as otherwise required by law or the 2007 Plan, the grant terms of awards including vesting schedules, price, length of relevant performance, restriction or option periods, dividend rights, post-retirement and termination rights, payment alternatives, and such other terms and conditions as the Compensation Committee deems appropriate. Such grant terms are set forth in a written award agreement. The Compensation Committee also has final, binding authority to interpret and construe the provisions of the 2007 Plan and the award agreements. The Compensation Committee may designate other persons (so long as such persons are independent) to carry out its responsibilities under such conditions and limitations as it may set, other than its authority with regard to awards granted to employees who are executive officers or directors of the Company (including those individuals whose compensation is subject to the limit under Section 162(m) of the Code, as further described below in “Re-approval of Section 162(m) Performance Measures”).
Awards. The following types of awards may be granted under the 2007 Plan:
Stock Options. Stock options may be granted in the form of incentive stock options within the meaning of Section 422 of the Code or stock options not meeting such Code definition (“nonqualified stock options”). The 2007 Plan permits all of the shares available under the 2007 Plan to be awarded in the form of incentive stock options if the Compensation Committee so determines. The exercise period for any stock option will be determined by the Compensation Committee at the time of grant which may provide that options may be exercisable in installments. The exercise price per share of Common Stock of any option may not be less than the fair market value of a share of Common Stock on the date of grant. Each stock option may be exercised in whole, at any time, or in part, from time to time, after the grant becomes exercisable. The Compensation Committee may provide for the exercise price to be payable in cash, in shares of already owned Common Stock, in any combination of cash and shares, pursuant to a broker-assisted cashless exercise program, or by such methods as the Compensation Committee may deem appropriate, including but not limited to loans by the Company on such terms and conditions as the Compensation Committee may determine.
Stock Appreciation Rights. Stock appreciation rights (“SARs”) may be granted independently of any stock option or in tandem with all or any part of a stock option granted under the 2007 Plan, upon such terms and conditions as the Compensation Committee may determine. Upon exercise, a SAR entitles a participant to receive the excess of the fair market value of a share of Common Stock on the date the SAR is exercised over the fair market value of a share of Common Stock on the date the SAR is granted. The Compensation Committee will determine whether a SAR will be settled in cash, Common Stock or a combination of cash and Common Stock. Upon exercise of a SAR granted in conjunction with a stock option, the option or the portion thereof to which the SAR relates will be surrendered.
Restricted Shares. Restricted shares are shares of Common Stock that may not be sold or otherwise disposed of during a restricted period after grant, the duration of which will be determined by the Compensation Committee. The Compensation Committee may provide for the lapse of such restrictions in installments. Restricted shares may be voted by the recipient. Dividends on the restricted shares may be payable to the recipient in cash or in additional restricted shares. A recipient of a grant of restricted shares will generally earn unrestricted ownership thereof only if the individual is continuously employed by the Company or a subsidiary during the entire restricted period.
Performance Shares. Performance shares are grants of shares of Common Stock which are earned by achievement of performance measures established for the award by the Compensation Committee. During the applicable performance period determined by the Compensation Committee for an award, the shares may be voted by the recipient and the recipient is also entitled to receive dividends thereon unless the Compensation Committee determines otherwise. If the applicable performance criteria are met, at the end of the applicable performance period, the shares are earned and become unrestricted. The
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Compensation Committee may provide that a certain percentage of the number of shares originally awarded may be earned based upon the attainment of the performance measures.
Restricted and Performance Share Units. Share units are fixed or variable share or dollar denominated units valued, at the Compensation Committee’s discretion, in whole or in part by reference to, or otherwise based on, the fair market value of the Company’s Common Stock. The Compensation Committee will determine the terms and conditions applicable to share units, including any applicable restrictions, conditions or contingencies, which may be related to individual, corporate or other categories of performance. A share unit may be payable in Common Stock, cash or a combination of both.
Other Incentive Awards. The Compensation Committee may grant other types of awards of Common Stock or awards based in whole or in part by reference to Common Stock (“Other Incentive Awards”). The Compensation Committee will determine the time at which grants of such Other Incentive Awards are to be made, the size of such awards and all other conditions of such awards, including any restrictions, deferral periods or performance requirements.
The disposition of an award in the event of the retirement, disability, death or other termination of a participant’s employment or service shall be as determined by the Compensation Committee as set forth in the award agreement.
Except to the extent permitted by the specific terms of any nonqualified stock options, no award will be assignable or transferable except by will, the laws of descent and distribution or the beneficiary designation procedures under the 2007 Plan.
Minimum Vesting and Restricted Period. Each award agreement will contain a requirement that (i) no stock option award or grant of restricted shares that is not performance-based may become fully exercisable prior to the third anniversary of the date of grant, and to the extent such an award provides for vesting in installments over a period of no less than three years, such vesting shall occur no more rapidly than ratably on each of the first three anniversaries of the date of grant and (ii) no performance-based award may become fully exercisable or saleable prior to the first anniversary of the date of grant; except that, in each case, such minimum vesting restrictions (A) may not apply when employment terminates as a result of death, disability, retirement, layoff or divestiture and (B) will not apply to awards for newly hired employees or employees who subsequently retire or have plans for retirement, or awards in connection with acquisitions or in lieu of cash bonuses.
Term of Awards. The maximum term of unvested or unexercised awards is seven years after the initial date of grant.
Adjustments. If the number of issued shares of Common Stock increases or decreases as a result of certain stock splits, capital adjustments, stock dividends or otherwise, without the receipt of consideration by the Company, then the aggregate number of shares as to which awards may be granted, the limit on the number of shares that may be awarded to a single participant each year, the number of shares covered by each outstanding award and the price per share of Common Stock in each such award will be adjusted proportionately. The Compensation Committee may also adjust such amounts and make certain other changes in the event of any other reorganization, recapitalization, merger, consolidation, spinoff, extraordinary dividend or other distribution or similar transaction.
Change of Control. The Company will undergo a change of control in the event of certain acquisitions of 50% or more of the Company’s Common Stock, a change in the majority of the Board of Directors, or the consummation of a reorganization, merger or consolidation (unless, among other conditions, the Company’s shareholders receive more than 50% of the stock of the surviving company), a sale or disposition of all or substantially all of the assets of the Company, or a complete liquidation or dissolution of the Company. With respect to awards granted prior to January 1, 2011 and, with respect to all awards, in the case of change of control events in which the awards are not effectively assumed by the surviving or acquiring corporation or the Common Stock does not otherwise remain outstanding, then, upon such change of control, all options and SARs outstanding shall become immediately exercisable and remain exercisable for the remainder of their term, all restrictions on restricted shares will lapse, all restricted share units will become fully vested and, unless otherwise specified in a participant’s award agreement, all performance measures applicable to any awards shall be deemed attained at the maximum payment
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level. In addition, the Board of Directors (as constituted before the change of control) may, in its sole discretion, require outstanding awards, in whole or in part, to be cancelled, and to provide for the holder to receive a cash payment (or shares in the resulting corporation or its parent corporation) in an amount (or having a value) equal to (a) in the case of a stock option or stock appreciation right, the number of shares then subject to the portion of such award cancelled multiplied by the excess, if any, of the highest per share price offered to holders of Common Stock in the change of control transaction, over the purchase price or base price per share subject to the award and (b) in the case of restricted shares, restricted share units, performance shares, performance share units or Other Incentive Awards, the number of shares of Common Stock or units then subject to the portion of such award cancelled multiplied by the highest per share price offered to holders of Common Stock in the change of control transaction.
With respect to awards granted on or after January 1, 2011, in the event of the termination of a participant’s employment by the Company without “cause” or, to the extent permitted in the award agreement, the termination of a participant’s employment by the participant for “good reason,” in each case, within the 18 month period following the occurrence of a change of control in which the outstanding awards were effectively assumed or otherwise remained outstanding, then, upon such termination of employment, all options and SARs outstanding shall become immediately exercisable and remain exercisable for the remainder of their term, all restrictions on restricted shares will lapse, all restricted share units will become fully vested and, unless otherwise specified in a participant’s award agreement, all performance measures applicable to any awards shall be deemed attained at the maximum payment level.
Amendments and Termination. The Board of Directors may at any time suspend or terminate the 2007 Plan. The Board of Directors may amend the 2007 Plan at any time, subject to any requirement of shareholder approval imposed by applicable law, rule or regulation; provided, however, that any material amendment to the 2007 Plan will not be effective unless approved by the Company’s shareholders. For this purpose, a material amendment is any amendment that would:
| • | | materially increase the number of shares available under the 2007 Plan or issuable to a participant, except in connection with an event described above in “Adjustments;” |
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| • | | change the types of awards that may be granted under the 2007 Plan; |
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| • | | expand the class of persons eligible to receive awards or otherwise participate in the 2007 Plan; or |
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| • | | reduce the price at which an option is exercisable either by amendment of an award agreement or by substitution of a new option at a reduced price, except in connection with an event described above in “Adjustments.” |
No amendment, suspension or termination may adversely affect in any material way any awards previously granted thereunder without such award holder’s written consent. There is no set termination date for the 2007 Plan, although no incentive stock options may be granted more than 10 years after the effective date of the 2007 Plan.
Re-approval of Section 162(m) Performance Measures
In general, Section 162(m) of the Code disallows federal income tax deductions for certain compensation in excess of $1,000,000 per year paid to each of the Company’s Chief Executive Officer and its other three most highly compensated executive officers other than the Chief Financial Officer. Normally, under Section 162(m), compensation that qualifies as “performance-based compensation” is not subject to the $1,000,000 limit. To qualify certain incentive awards as “performance-based compensation,” the following requirements must be satisfied: (i) the performance measures are determined by a committee consisting solely of two or more “outside directors,” (ii) the material terms under which the compensation is to be paid, including the performance measures, are approved by the shareholders of the Company and (iii) if applicable, the committee certifies that the applicable performance measures were satisfied before any payment of performance-based compensation is made. Our shareholders are being asked to reapprove the material terms of the performance measures for the 2007 Plan in accordance with Section 162(m) of the Code, which is required every five years.
Eligible Employees.Employees, directors and consultants of the Company or any subsidiary are eligible to participate in the 2007 Plan. As of March 31, 2011, there were 378 participating employees, no participating directors, other than Mr. Wehmer who is included as a participating employee, and 13 participating consultants.
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Award Limits.The 2007 Plan provides that during any calendar year the maximum number of shares of Common Stock which may be made subject to awards to any single participant may not exceed 100,000.
Performance Measures.Performance criteria may be measured in absolute terms or measured against, or in relationship to, other companies comparably, similarly or otherwise situated and may be based on, or adjusted for, other objective goals, events, or occurrences established by the Compensation Committee for a performance period, but must relate to one or more of the following: earnings, earnings growth, revenues, expenses, stock price, market share, charge-offs, loan loss reserves, reductions in non-performing assets, return on assets, return on equity, return on investment, regulatory compliance, satisfactory internal or external audits, improvements in financial ratings, achievement of balance sheet or income statement objectives, extraordinary charges, losses from discontinued operations, restatements and accounting changes and other unplanned special charges such as restructuring expenses, acquisition expenses including goodwill, unplanned stock offerings and unplanned loan loss provisions. Such performance measures may be particular to a line of business, subsidiary or other unit or may be based on the performance of the Company generally.
If the shareholders approve the proposal, performance-based awards can continue to be granted under the 2007 Plan. If the shareholders do not approve the material terms of the performance measures for the 2007 Plan, the Compensation Committee will review our executive compensation program and the granting of performance-based awards in light of such vote and the principles described in the section entitled “Compensation Discussion and Analysis”.
Stock Option Awards under the 2007 Plan Table
The following table sets forth the number of stock options that have been granted to the listed individuals or groups under the 2007 Plan since its inception until March 31, 2011. For grants awarded to our named executive officers in 2010, please see “Executive Compensation-2010 Grants of Plan-Based Awards Table.” Any other future awards to be received by an individual or group under the 2007 Plan are not fully determinable at this time and will depend on individual and corporate performance and other determinations to be made by the Compensation Committee.
Stock Option Awards under the 2007 Plan Table
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Name and Position | | Stock Options |
Edward J. Wehmer-President & Chief Executive Officer | | | 9,000 | |
David A. Dykstra-Senior Executive Vice President & Chief Operating Officer | | | 8,000 | |
Richard B. Murphy-Executive Vice President & Chief Credit Officer | | | 6,500 | |
David L. Stoehr-Executive Vice President & Chief Financial Officer | | | — | |
Leona A. Gleason-Executive Vice President — Chief Administrative Officer | | | 10,000 | |
All Current Executive Officers (Including the Officers Named Above) | | | 43,500 | |
All Current Directors Who Are Not Executive Officers | | | — | |
All Employees (Other Than Current Executive Officers) | | | 286,315 | |
On April 21, 2011, the closing sale price of the Company’s Common Stock, as reported on the Nasdaq Global Select Market (“Nasdaq”), was $34.56 per share.
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Federal Income Tax Consequences
The following discussion briefly summarizes certain U.S. federal income tax consequences generally arising with respect to awards under the 2007 Plan. The discussion is based upon current interpretations of the Code, and the regulations promulgated thereunder as of such date. To the extent a participant recognizes ordinary income in any event described below, such amount is subject to income tax withholding if the participant is an employee.
Nonqualified Stock Options. For U.S. federal income tax purposes, no income is recognized by a participant upon the grant of a nonqualified stock option under the 2007 Plan. Upon the exercise of a nonqualified option, compensation taxable as ordinary income will be realized by the participant in an amount equal to the excess of the fair market value of a share of Common Stock on the date of such exercise over the exercise price. A subsequent sale or exchange of such shares will result in gain or loss measured by the difference between (a) the exercise price, increased by any compensation reported upon the participant’s exercise of the option and (b) the amount realized on such sale or exchange. Such gain or loss will be capital in nature if the shares were held as a capital asset and will be long-term if such shares were held for more than one year.
Incentive Stock Options. Except as otherwise described below, no income is recognized by a participant upon the grant of an incentive stock option under the 2007 Plan. No taxable income is realized by the participant pursuant to the exercise of an incentive stock option granted under the 2007 Plan, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to such participant, then (a) upon the sale of such shares, any amount realized in excess of the option price will be taxed to such participant as a long-term capital gain and any loss sustained will be a long-term capital loss, and (b) no deduction will be allowed to the Company for U.S. federal income tax purposes. Upon exercise of an incentive stock option, the participant may be subject to alternative minimum tax with respect to the excess (if any) of the fair market value of the shares purchased (determined as of the date of exercise) over the option price.
If the shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the holding period described above, generally (a) the participant will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the option price thereof, and (b) the Company will be entitled to deduct such amount. Any further gain or loss realized will be taxed as short-term or long-term capital gain or loss, as the case may be, and will not result in any deduction by the Company.
If an incentive stock option is exercised at a time when it no longer qualifies as an incentive stock option, the option is treated as a nonqualified stock option.
Stock Appreciation Rights. No taxable income is recognized by a participant upon the grant of a SAR under the 2007 Plan. Upon the exercise of a SAR, however, compensation taxable as ordinary income will be realized by the participant in an amount equal to the cash received upon exercise, plus the fair market value on the date of exercise of any shares of Common Stock received upon exercise. Shares of Common Stock received on the exercise of a SAR will be eligible for capital gain treatment, with the capital gain holding period commencing on the day after the date of exercise of the SAR.
Restricted and Performance Shares. A recipient of restricted shares or performance shares generally will be subject to tax at ordinary income rates on the fair market value of the Common Stock at the time the restricted shares or performance shares vest or are no longer subject to forfeiture. However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of the grant will recognize ordinary taxable income on the date of the grant equal to the fair market value of the restricted shares or performance shares on the date of grant as if the restricted shares were unrestricted or the performance shares were earned and could be sold immediately. If the shares subject to such election are forfeited, the recipient will not be entitled to any deduction, refund or loss for tax purposes with respect to the forfeited shares. Upon sale of the restricted shares or performance shares after vesting or after the forfeiture period has expired, the holding period to determine whether the recipient has long-term or short-term capital gain or loss begins when the restriction period expires. However, if the recipient timely elects to be taxed as of the date of the grant, the holding period commences on the day after the date of the grant and the tax
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basis will be equal to the fair market value of the shares on the date of the grant as if the shares were then unrestricted and could be sold immediately. A participant receiving dividends with respect to restricted shares or performance shares for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income, rather than dividend income, in an amount equal to the dividends paid.
The amount of ordinary income recognized upon the lapse of restrictions or by making the above-described election is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.
Restricted and Performance Share Units. A recipient of restricted or performance share units will generally be subject to tax at ordinary income rates on the fair market value of any Common Stock issued pursuant to such an award. The fair market value of any Common Stock received will generally be included in income at the time of receipt. The capital gain or loss holding period for any Common Stock distributed under an award will begin on the day after the date of such distribution. The amount of ordinary income recognized is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.
Other Incentive Awards. The federal income tax consequences of Other Incentive Awards will depend on how such awards are structured. Generally, the Company will be entitled to a deduction with respect to such awards only to the extent that the recipient realizes compensation income in connection with such awards and only to the extent not subject to the deduction limits of Section 162(m) of the Code. It is anticipated that Other Incentive Awards will usually result in compensation income to the recipient in some amount. However, some forms of Other Incentive Awards may not result in any compensation income to the recipient or any income tax deduction for the Company.
The approval of the amendment to the 2007 Plan and the re-approval of the performance measures available under the 2007 Plan requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE WINTRUST FINANCIAL CORPORATION 2007 STOCK INCENTIVE PLAN AND THE RE-APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE UNDER THE 2007 PLAN
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PROPOSAL NO. 3 — ADVISORY VOTE ON 2010 EXECUTIVE COMPENSATION
Background of the Proposal
As the Company has done in years past, we are providing shareholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. The Company believes that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program. At the 2010 annual meeting of shareholders, the advisory vote on executive compensation received approximately 95% support from shareholders.
Executive Compensation
The Company believes that its compensation policies and procedures, which are reviewed and approved by the Compensation Committee, encourage a culture of pay for performance and are strongly aligned with the long-term interests of shareholders. As more fully set forth under “Executive Compensation — Compensation Discussion and Analysis,” the Compensation Committee has taken a number of actions in recent years to further strengthen the Company’s compensation philosophy and objectives. As always, the Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.
Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement for a detailed discussion of the Company’s executive compensation program.
As required by the Exchange Act and the guidance provided by the Securities and Exchange Commission (the “SEC”), the Board of Directors has authorized a shareholder vote on the Company’s 2010 executive compensation as reflected in the Compensation Discussion and Analysis, the disclosures regarding named executive officer compensation provided in the various tables included in this Proxy Statement, the accompanying narrative disclosures and the other compensation information provided in this Proxy Statement. This proposal, commonly known as a “Say on Pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay program and policies through the following resolution:
“Resolved, that the shareholders of Wintrust Financial Corporation approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this Proxy Statement for the 2011 Annual Meeting of Shareholders.”
Required Vote
The approval of the advisory (non-binding) proposal on our 2010 executive compensation described in this Proxy Statement requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal. Because this shareholder vote is advisory, it will not be binding on the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE “FOR”
APPROVAL OF THE ADVISORY PROPOSAL ON 2010 EXECUTIVE COMPENSATION
AS DESCRIBED IN THIS PROXY STATEMENT
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PROPOSAL NO. 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Background of the Proposal
At least once every three years, the Company will provide shareholders with an opportunity to vote to approve, on an advisory basis, the Say on Pay vote as described in the previous proposal. Pursuant to recently enacted Section 14A of the Exchange Act, we are asking shareholders whether future Say on Pay votes should be held every one, two or three years.
Frequency of Say on Pay Advisory Vote
After careful consideration, our Board of Directors recommends that shareholders vote for holding a Say on Pay vote EVERY YEAR for a number of reasons, including the following:
| • | | An annual Say on Pay vote will allow us to obtain shareholder input on our executive compensation program on a more consistent basis which aligns more closely with our objective to engage in regular dialogue with our shareholders on corporate governance matters, including our executive compensation philosophy, policies and practices; |
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| • | | A one-year frequency provides the highest level of accountability and communication by enabling the Say on Pay vote to correspond with the most recent executive compensation information presented in our proxy statement for the annual meeting; |
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| • | | A longer approach may make it more difficult for the Compensation Committee to understand and respond to the voting results because it may be unclear whether the shareholder vote pertains to the most recent executive compensation information presented in our proxy statement or to pay practices from the previous two years or both; and |
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| • | | Holding Say on Pay votes annually reflects sound corporate governance principles and is consistent with a majority of institutional investor policies. |
Shareholders are not voting to approve or disapprove of the Board’s recommendation. Instead, the proxy card provides shareholders with four choices with respect to this proposal: one year, two years, three years or shareholders may abstain from voting on the proposal. For the reasons discussed above, we are asking our shareholders to vote for a ONE YEAR frequency when voting in response to the following resolution at the Annual Meeting:
“Resolved, that the option of once every (1) one year, (2) two years or (3) three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the proxy statement for the annual meeting of shareholders.”
Required Vote
This vote is an advisory vote only, and therefore it will not bind the Company or our Board of Directors. However, the Board of Directors and the Compensation Committee will consider the voting results as appropriate when adopting a policy on the frequency of future Say on Pay votes. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered by the Board of Directors as the shareholders’ recommendation as to the frequency of future Say on Pay votes. Nevertheless, the Board may decide that it is in the best interests of our shareholders and the Company to hold Say on Pay votes more or less frequently than the option approved by our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR
APPROVAL OF THE ADVISORY PROPOSAL TO HOLD A SAY ON PAY VOTE EVERY YEAR.
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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
Board of Directors
Overview
The Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports made at Board and Committee meetings by the Chief Executive Officer and other officers. The Board has six standing committees, the principal responsibilities of which are described below. Additionally, the independent Directors meet in regularly scheduled executive sessions, without management present, at each meeting of the Board.
The Board met eightseven times in 2010.2012. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. We encourage, but do not require, our Board members to attend annual meetings of shareholders. All of our Board members then in office attended our 20102012 Annual Meeting of Shareholders.
Board Leadership Structure
The Board has a non-executive Chairman. This position is independent from management. The Chairman leads the Board meetings as well as meetings of the independent directors. The Chief Executive Officer is a member of the Board and participates in its meetings. The Board believes that this leadership structure is appropriate for the Company at this time because it allows for independent oversight of management, increases management accountability and encourages an objective evaluation of management’s performance relative to compensation. In addition, the Board recognizes that acting as chairman of the Board during the current economic times is a particularly time-intensive responsibility. Separating these roles allows the Chief Executive Officer to focus solely on his duties, which the Board believes better serves the Company. Separation of the roles of Chairman and Chief Executive Officer also promotes risk management, enhances the independence of the Board from management, and mitigates potential conflicts of interest between the Board and management.
The Board’s Role in Risk Oversight
Our Board of directorsDirectors has an active and ongoing role in the management of the risks of our business. This role has two fundamental elements: (1) ensuring that management of the Company has implemented an appropriate system to manage risks by identifying, assessing, mitigating, monitoring and communicating about risks; and (2) providing effective risk oversight through the Board and its committees.
The Board believes the first element of its risk oversight role is fulfilled through the Company’s extensive risk assessment and management program designed to identify, monitor, report and control the Company’s risks, which are broken down into various categories deemed relevant to the Company and its business operations. The Enterprise Risk Management Program is administered by the Company’s Executive Vice President — Risk Management who provides reports to the Board, the Audit Committee, the Risk Management Committee and other committees of the Board as needed.
The second element of the Board’s oversight role is fulfilled primarily by the full Board regularly receiving written and oral reports from management on the status of each category of Company risk and on the Company’s overall risks, as well as any material changes or developments in any risk profiles or experiences. The Board also periodically receives reports regarding regulatory priorities and reviews regulatory examination reports of the Company, to remain informed on issues and observations raised by regulatory authorities regarding the risk categories of the Company.
In addition to the full Board’s direct oversight, the Board’s committees provide oversight of various risks created by the Company’s operations. The Audit Committee provides oversight of the monitoring of risk, generally, and oversight of financial, reporting, regulatory and regulatory risk,legal risks, in particular. The Risk Management committeeCommittee monitors, among other things, credit, interest rate, liquidity market and legalmarket risks. The Finance Committee provides oversight of risks related to strategic transactions and reviews the Company’s capital planning strategy and liquidity. The Nominating and Corporate Governance Committee also provides risk oversight, particularly relating to risk relating
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to the Company’s board and governance. Finally, the Compensation Committee provides oversight of risks related to the Company’s compensation of its employees. For more information regarding risk in the context of compensation, see the Compensation Committee Report on page 45 of this Proxy Statement.
Director Independence
A Director is independent if the Board affirmatively determines that he or she has no material relationship with the Company and he or she otherwise satisfies the independence requirements of the NasdaqNASDAQ listing standards. A Director is “independent” under the NasdaqNASDAQ listing standards if the Board affirmatively determines that the Director has no material relationship with us directly or
as a partner, shareholder or officer of an organization that has a relationship with us. Direct or indirect ownership of even a significant amount of our stock by a Director who is otherwise independent will not, by itself, bar an independence finding as to such Director.
The Board has reviewed the independence of our current non-employee Directors and nominees and found that each of them are independent under the applicable NasdaqNASDAQ listing standards. Accordingly, more than 90% of the members of the Board are independent, including the Chairman of the Board.
Code of Ethics
The Board of Directors has adopted a Code of Ethics applicable to all officers, Directors and employees, which is available on the Company’s website at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.” To assist in enforcement of the Code of Ethics, we maintain Wintrust’s Ethicspoint, a toll-free hotline and Internet-based service through which confidential complaints may be made by employees regarding illegal or fraudulent activity; questionable accounting, internal controls or auditing matters; conflicts of interest, dishonest or unethical conduct; disclosures in the Company’s reports filed with the SEC, bank regulatory filings and other public disclosures that are not full, fair, accurate, timely or understandable; violations of Wintrust’s Code of Ethics; and/or any other violations of laws, rules or regulations. Any complaints submitted through this process are presented to the Audit Committee on a regular, periodic basis.basis or more frequently as needed.
Committee Membership
The following table summarizes the current membership of the Board and each of its committees:
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| | | | | | | | | | Nominating | | | | | | | | |
| | | | | | | | | | and Corporate | | | | | | Risk | | |
| | Finance | | Compensation | | Governance | | Audit | | Management | | Executive |
| Board of Directors | Finance
Committee | Compensation
Committee | Nominating and Corporate
Governance
Committee | Audit
Committee | Risk
Management
Committee | Executive
Committee | | Committee | | Committee | | Committee |
| Peter D. Crist (Chair) | Member | | Member | | | | | | Member | | | | | | | | | | Chair |
| Bruce K. Crowther | | Member | | Member | | | | | | | | | | | | | | | | |
| Joseph F. Damico | | Member | Chair | | | | Member | | Chair | | | | | | | | | | Member |
| Bert A. Getz, Jr. | | | | | | | | | | | | | | Member | | Member | | | | |
| H. Patrick Hackett, Jr. | | Chair | | | | | | Member | | | | | | | | | | Member |
| Scott K. Heitmann | | | | | | | | | | | | | | Member | | Member | | | Chair | |
| Charles H. James III | | | | | | Member | | | | | | Member | | | | | | | | |
| Albin F. Moschner | | Chair | | | | Chair | | | | | | Member | | | | | | Member |
| Thomas J. Neis | | | | | | | | | | | | | | Member | | Member | | | | |
| Christopher J. Perry | | Member | | | | | | | | | | | | | | Member | | | | |
Hollis W. Rademacher | | | | | | | | | | Member | | | | | | Chair | | Member |
| Ingrid S. Stafford | | | | Chair | Member | Member |
| Sheila G. Talton | | | | | | | | Chair | | Member | | Member | |
| Edward J. Wehmer | | | | | | | | | | | | | | | | | | | | | | Member |
The Nominating and Corporate Governance Committee has proposed, and the Board has agreed, that pending his re-election, Peter D. Crist will continue to serve as Chairman of the Board of Directors following the Annual Meeting. In addition, the Nominating and Corporate Governance Committee has proposed, and the Board has agreed, that the membership of each of the committees of the Board, assuming that each Director nominee is elected, will remain the same following the Annual Meeting.
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Nominating and Corporate Governance Committee
The Board has established the Nominating and Corporate Governance Committee (the “Nominating Committee”) which is responsible for:
| • | | establishing criteria for selecting new Directors; |
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| • | | assessing, considering and recruiting candidates to fill positions on the Board; |
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| • | | recommending the Director nominees for approval by the Board and the shareholders; |
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| • | | establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director; |
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| • | | considering any resignation submitted by a Director who has retired or made a significant change to his or her principal employment; |
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| • | | reviewing the corporate governance guidelines at least annually and recommending modifications thereto to the Board; |
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| • | | advising the Board with respect to the charters, structure, size, operations and membership qualifications for the various committees of the Board; |
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| • | | establishing and implementing self-evaluation procedures (including annual director and officer questionnaires) for the Board and its committees; |
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| • | | reviewing shareholder proposals submitted for inclusion in our Proxy Statement; |
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| • | | in consultation with the Audit Committee, reviewing related-party transactions; |
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| • | | reviewing annually Director compensation and recommending modifications thereto to the Board; |
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| • | | reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board; |
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| • | | considering from time to time the overall relationship of the Board and management; and |
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| • | | reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval. |
assessing, considering and recruiting candidates to fill positions on the Board;
recommending the Director nominees for approval by the Board and the shareholders;
establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director;
considering any resignation submitted by a Director who has retired or made a significant change to his or her principal employment;
reviewing the corporate governance guidelines at least annually and recommending modifications thereto to the Board;
advising the Board with respect to the charters, structure, size, operations and membership qualifications for the various committees of the Board;
establishing and implementing self-evaluation procedures (including annual director and officer questionnaires) for the Board and its committees;
reviewing shareholder proposals submitted for inclusion in our Proxy Statement;
in consultation with the Audit Committee, reviewing related-party transactions;
reviewing annually Director compensation and recommending modifications thereto to the Board;
reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board;
considering from time to time the overall relationship of the Board and management; and
reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval.
The Board has adopted a Nominating Committee Charter, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Nominating Committee consists of four Directors, and the Board has determined that each of them is independent under the applicable NasdaqNASDAQ listing standards. During 2010,2012, the Nominating Committee met three times.
Nomination of Directors
The Nominating Committee seeks nominees from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity and, in doing so, considers a wide range of factors in evaluating the suitability of director candidates, including general understanding of finance and other disciplines relevant to the success of a publicly-traded company in today’s business environment, understanding of our business, and education and professional background. The following personal characteristics are considered minimum qualifications for Board membership under the Corporate Governance Guidelines approved by the Board: integrity and accountability, the ability to provide informed judgments on a wide range of issues, financial literacy, a good reputation in the business community, a talent for networking and referring business to the Company, a history of achievements that reflects high standards for themselves and others, and willingness to raise tough questions in a manner that encourages open discussion. In addition, no person is to be nominated for election to the Board if he or she will attain the age of 76 before such election. Under the Corporate Governance Guidelines adopted by the Board, Directors are expected to own Common Stock having a value of at least threefour times the annual retainer fee, which amount is currently $30,000,$75,000, and to limit board service at other companies to no more than four other public company boards.
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The Nominating Committee does not have any single method for identifying director candidates but will consider candidates suggested by a wide range of sources.
The Nominating Committee will consider director candidates recommended by our shareholders if such recommendations are timely received. Any such recommendation must comply with the procedures set forth in the Company’s By-Laws, which were recently
amended and restated in April 2011 (see “Shareholder Proposals”). Recommendations must be received in writing at the principal executive offices of the Company and addressed to the Wintrust Financial Corporation, Nominating and Corporate Governance Committee, c/o Corporate Secretary, 727 North Bank Lane, Lake Forest, IL 60045.9700 West Higgins Road, 8th Floor, Rosemont, Illinois 60018. Under the existing provisions of the By-laws, the deadline for such notice with respect to the 20122014 Annual Meeting is February 26, 2012.24, 2014. Any such recommendation should include:
| • | | the name and record address of the shareholder; |
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| • | | the class and number of shares of the Company beneficially held by the shareholder; |
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| • | | whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the Company’s stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the Company’s stock (which information shall be updated by such shareholder as of the Record Date, such update to be provided not later than 10 days after the Record Date for the meeting); |
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| • | | a representation that the shareholder intends to appear in person or by proxy at the Annual Meeting to introduce the recommendation; |
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| • | | the name, age, principal occupation and employment, and business and residential addresses of the candidate; |
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| • | | the qualifications of such candidate and the reason for such recommendation; |
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| • | | a description of all arrangements or understandings between the shareholder and such candidate or between the candidate and the Company or any of its subsidiaries; |
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| • | | the candidate’s signed consent to serve as a director if elected and to be named in the Proxy Statement; and |
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| • | | all other information which would be required to be included in a proxy statement filed with the SEC if, with respect to such nomination, such shareholder were a participant in a solicitation subject to the Exchange Act. |
the class and number of shares of the Company beneficially held by the shareholder;
whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the Company’s stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the Company’s stock (which information shall be updated by such shareholder as of the Record Date, such update to be provided not later than 10 days after the Record Date for the meeting);
a representation that the shareholder intends to appear in person or by proxy at the Annual Meeting to introduce the recommendation;
the name, age, principal occupation and employment, and business and residential addresses of the candidate;
the qualifications of such candidate and the reason for such recommendation;
a description of all arrangements or understandings between the shareholder and such candidate or any other persons pursuant to which the recommendation is being proposed and any material interest of the shareholder in such recommendation;
the candidate’s signed consent to serve as a director if elected and to be named in the Proxy Statement; and
all other information which would be required to be included in a proxy statement filed with the SEC if, with respect to such nomination, such shareholder were a participant in a solicitation subject to the Exchange Act.
Once the Nominating Committee receives the recommendation, it may request additional information from the candidate about the candidate’s independence, qualifications and other information that would assist the Nominating Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement, if nominated. The Nominating Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.
The Nominating Committee also evaluates the performance of individual Directors and assesses the effectiveness of committees and the Board as a whole. The effectiveness of the nomination process is evaluated by the Board each year as part of its self-evaluation process and by the Nominating Committee as it evaluates and identifies director candidates.
Both the Board and the Nominating Committee believe that each of Wintrust’s Directors possess the outstanding characteristics and qualifications necessary for service as a director. Accordingly, upon the nomination of the Board, in 2011,2013, all 13 of the director nominees are Directors standing for re-election.
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Audit Committee
The Board has established an Audit Committee for the purpose of overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to:
| • | | our compliance with legal and regulatory requirements, including our disclosure controls and procedures; |
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| • | | the independent registered public accounting firm’s qualifications and independence; and |
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| • | | the performance of our internal audit function and independent registered public accounting firm. |
our compliance with legal and regulatory requirements, including our disclosure controls and procedures;the independent registered public accounting firm’s qualifications and independence;
the performance of our internal audit function and independent registered public accounting firm; and
reviewing and assessing annually the adequacy of the Audit Committee charter and, if appropriate, recommending changes to the Board for approval.
The Board has adopted an Audit Committee Charter, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Audit Committee has established a policy to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year. Once pre-approved, the services and pre-approved amounts are monitored against actual charges incurred and modified if appropriate.
To serve on the Audit Committee, Directors must meet financial competency standards and heightened independence standards set forth by the SEC and Nasdaq.NASDAQ. In particular, each Audit Committee member:
| • | | must be financially literate; |
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| • | | must not have received any consulting, advisory, or other compensatory fees from us (other than in his or her capacity as a Director); |
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| • | | must not be our affiliate or the affiliate of any of our subsidiaries; and |
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| • | | must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee. |
must not have received any consulting, advisory, or other compensatory fees from us (other than in his or her capacity as a Director);
must not be our affiliate or the affiliate of any of our subsidiaries; and
must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.
Furthermore, at least one member of the Audit Committee must be a financial expert.
The Audit Committee consists of six Directors, and the Board has determined that each of them is independent under the applicable NasdaqNASDAQ listing standards and meets the financial competency and heightened independence standards set forth above. The Board has determined that Ms. Stafford, Mr. Getz, Mr. Heitmann and Mr. Moschner qualify as financial experts. During 2010,2012, the Audit Committee met sixfive times.
Compensation Committee
The Board has established a Compensation Committee which is responsible for:
| • | | establishing the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs; |
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| • | | with input from the Board, reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other management, evaluating the performance of the Chief Executive Officer and other management in light of those goals and objectives, and setting the Chief Executive Officer’s and other management’s compensation levels based on this evaluation; |
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| • | | reviewing the Company’s compensation programs to assess the extent to which such practices encourage risk-taking or earnings manipulation, and taking any appropriate remedial actions; |
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| • | | administering and interpreting all salary and incentive compensation plans for officers, management and other key employees; |
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| • | | reviewing senior management compensation; |
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| • | | reviewing management organization, development and succession planning; |
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| • | | taking actions relating to employee benefit, compensation and fringe benefit plans, programs or policies of the Company; |
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| • | | reviewing and approving severance or similar termination payments to any executive officer of the Company; |
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| • | | preparing reports on executive compensation; |
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| • | | pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee director compensation; |
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| • | | reviewing the results of any advisory shareholder votes on executive compensation, and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes; |
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| • | | recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding executive compensation; |
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| • | | developing and implementing policies with respect to the recovery of “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data; |
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| • | | reporting activities of the Compensation Committee to the Board on a regular basis and reviewing issues with the Board as the Compensation Committee deems appropriate; and |
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| • | | reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval. |
with input from the Board, reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other management, evaluating the performance of the Chief Executive Officer and other management in light of those goals and objectives, and setting the Chief Executive Officer’s and other management’s compensation levels based on this evaluation;
reviewing the Company’s compensation programs to assess the extent to which such practices encourage risk-taking or earnings manipulation, and taking any appropriate remedial actions;
administering and interpreting all salary and incentive compensation plans for officers, management and other key employees;
reviewing senior management compensation;
reviewing management organization, development and succession planning;
taking actions relating to employee benefit, compensation and fringe benefit plans, programs or policies of the Company;
reviewing and approving severance or similar termination payments to any executive officer of the Company;
preparing reports on executive compensation;
pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee director compensation;
reviewing the results of any advisory shareholder votes on executive compensation, and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;
recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding executive compensation;
developing and implementing policies with respect to the recovery of “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data;
reporting activities of the Compensation Committee to the Board on a regular basis and reviewing issues with the Board as the Compensation Committee deems appropriate; and
reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval.
The Compensation Committee’s authority is set forth in a charter adopted by our Board, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Compensation Committee consists of four Directors, and the Board has determined that each of them is independent under the applicable NasdaqNASDAQ listing standards. During 2010,2012, the Compensation Committee met six times.
Risk Management Committee
The Board has established a Risk Management Committee which is responsible for:
| • | | developing and implementing the Company’s overall asset/liability management and credit policies; |
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| • | | developing and implementing the Company’s overall asset/liability management and credit policies; implementing risk management strategies and considering and approving the use of various hedging techniques; |
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| • | | reviewing measures taken by the Company to identify, assess, monitor control and mitigate its risks in the areas of asset/liability management and credit policies; |
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| • | | reviewing the Company’s capital position, liquidity position, sensitivity of earnings under various interest rate scenarios, the status of its securities portfolio and trends in the economy; |
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| • | | reporting activities of the Risk Management Committee to the Board on a regular basis and reviewing issues with the Board as the Risk Management Committee deems appropriate; and |
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| • | | reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Board for approval. |
reviewing measures taken by the Company to identify, assess, monitor control and mitigate its risks in the areas of asset/liability management and credit policies;
reviewing the Company’s capital position, liquidity position, sensitivity of earnings under various interest rate scenarios, the status of its securities portfolio and trends in the economy;
reporting activities of the Risk Management Committee to the Board on a regular basis and reviewing issues with the Board as the Risk Management Committee deems appropriate; and
reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Board for approval.
The Risk Management Committee’s authority is set forth in a charter adopted by our Board, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Risk Management Committee consists of six Directors, and the Board has determined that each of these Directors, except for Mr. Perry, has no material relationship with us and each is otherwise independent under the applicable NasdaqNASDAQ listing standards. See “Related Party Transactions” for additional information regarding
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Mr. Perry’s material relationship with the Company. During 2010,2012, the Risk Management Committee met four times.
Finance Committee
The Board has established a Finance Committee to provide guidance to management regarding strategic opportunities and related financing transactions. In addition, the Finance Committee assists the Board in fulfilling its responsibilities with respect to:
| • | | reviewing the capital plan and cash position of the Company, and providing guidance on the sources and uses of capital and expected returns on capital; |
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| • | | reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow; |
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| • | | reviewing and making recommendations with respect to any share repurchase programs and dividend policy; |
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| • | | reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries; |
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| • | | reviewing and making recommendations with respect to issuing equity and debt securities; |
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| • | | providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and |
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| • | | reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval. |
reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow;
reviewing and making recommendations with respect to any share repurchase programs and dividend policy;
reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries;
reviewing and making recommendations with respect to issuing equity and debt securities;
providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and
reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval.
The Finance Committee’s authority is set forth in a charter adopted by our Board, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Finance Committee consists of four Directors, and the Board has determined that each of these Directors, except for Mr. Perry, has no material relationship with us and each is otherwise independent under the applicable NasdaqNASDAQ listing standards. See “Related Party Transactions” for additional information regarding Mr. Perry’s material relationship with the Company. During 2010,2012, the Finance Committee met fifteenten times.
Executive Committee
The Board has established an Executive Committee to provide guidance and counsel to the Company’s management team on significant matters and to take action on behalf of the Board between meetings of the Board or when it is not feasible to take action by the full Board. The Executive Committee may exercise all authority of the Board except as otherwise prohibited by law.
The Executive Committee’s authority is set forth in a charter adopted by our Board, a copy of which is available at www.wintrust.com by choosing “Investor Relations” and then choosing “Corporate Governance.”
The Executive Committee currently consists of seven Directors, and the Board has determined that each of these Directors, except for Mr. Wehmer, is independent under the NasdaqNASDAQ listing standards. During 2010,2012, the Executive Committee did not meet.met one time.
Shareholder Communications
Any shareholder who desires to contact the non-employee Directors or the other members of our Board may do so by writing to: Wintrust Financial Corporation, Board of Directors, c/o the Secretary of the Company, Wintrust Financial Corporation, 727 North Bank Lane, Lake Forest,9700 West Higgins Road, 8th Floor, Rosemont, Illinois 60045.60018. Copies of written communications received at this address will be provided to the Board, the applicable committee chair or the non-employee Directors as a group unless such communications are considered, in consultation with the non-employee Directors, to be improper for submission to the intended recipient(s). All communications will be forwarded to the Chair of the Nominating and Corporate Governance Committee unless the communication is specifically addressed to another member of the Board, in which case, the communication will be forwarded to that Director. Other interested parties may also use this procedure for communicating with the Board, individual Directors or any group of Directors. Shareholders also may obtain a copy of any of the documents posted to the website free of charge by calling (847) 615-4096939-9000 and requesting a copy. Information contained on Wintrust’s website is not deemed to be a part of this Proxy Statement.
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EXECUTIVE OFFICERS OF THE COMPANY
Certain information regarding those persons serving as the Company’s executive officers is set forth below.
Edward J. Wehmer(57) (59) — President and Chief Executive Officer — Mr. Wehmer serves as the Company’s President and performs the functions of the Chief Executive Officer. Accordingly, he is responsible for overseeing the execution of the Company’s day-to-day operations and strategic initiatives. See the description above under “Election of Directors” for additional biographical information.
David A. Dykstra(50) (52) — Senior Executive Vice President and Chief Operating Officer Secretary and Treasurer — Mr. Dykstra joined the Company in 1995 and currently serves as the Company’s Chief Operating Officer overseeing all treasury, financial, audit, compliance and human resources affairs of the Company.Officer. Prior to 2002, Mr. Dykstra served as the Company’s Chief Financial Officer. Since January 2006, Mr. Dykstra also serves as a Regional Market Head overseeing Crystal Lake Bank, State Bank of the Lakes and Town Bank. Prior thereto, Mr. Dykstra was employed from 1990 to 1995 by River Forest Bancorp, Inc., Chicago, Illinois, most recently holding the position of Senior Vice President and Chief Financial Officer. Prior to his association with River Forest Bancorp, Mr. Dykstra spent seven years with KPMG LLP, most recently holding the position of Audit Manager in the banking practice. Mr. Dykstra is a Director of Crystal Lake Bank, First Insurance Funding, Old Plank Trail Community Bank, State Bank of the Lakes, Town Bank Tricom, Wintrust Information Technology Services and Wintrust Mortgage Corporation.Tricom.
James H. Bishop(67) (69) — Executive Vice President and Regional Market Head — Since January 2006, Mr. Bishop has served as a Regional Market Head overseeing AdvantageSchaumburg Bank, Barrington Bank and Village Bank. Mr. Bishop originally joined the Company in 1996 and served as the Chief Executive Officer of Barrington Bank until February 2003. Prior to his association with the Company, Mr. Bishop served as a Senior Vice President of First Chicago/NBD and was a Regional Manager for that organization’s suburban locations in the North and Northwest suburbs of Chicago. Mr. Bishop is a Director of AdvantageSchaumburg Bank, Barrington Bank and Village Bank, and Wintrust Information Technology Services.Bank.
Lloyd M. Bowden(57) (59) — Executive Vice President — Technology — Mr. Bowden serves as Executive Vice President — Technology for the Company and as President of Wintrust Information Technology Services. He is responsible for overall technology oversight for Wintrust as well as for planning, implementing and maintaining all aspects of the subsidiary banks’ internal data processing systems and technology designed to service the subsidiary banks’ customer base. Mr. Bowden joined the Company in April 1996 to serve as the Director of Technology with responsibility for implementing technological improvements to enhance customer service capabilities. Prior thereto, he was employed by Electronic Data Systems, Inc. in various capacities since 1982, most recently in an executive management position with the Banking Services Division and previously in the Banking Group of the Management Consulting Division. Mr. Bowden is a Director of Wintrust Information Technology Services.
Frank J. Burke(62) (64) — Executive Vice President and Regional Market Head — Since May 1997, Mr. Burke has served as President and Chief Executive Officer of First Insurance Funding, and since July 2008 he is the Regional Market Head overseeing Tricom. From February 1990 until May 1997 Mr. Burke served as Vice President, Sales and Marketing of First Insurance Funding. Prior to joining the Company, Mr. Burke was an executive at Whirlpool Financial Corporation, AI Credit Corporation and Humana, Inc. From 1970 until 1984, Mr. Burke was employed by Borg Warner Financial Services in various capacities, most recently as Division Manager of its premium finance company. Mr. Burke is a Director of First Insurance Funding Tricom and Wintrust Information Technology Services.Tricom.
Timothy S. Crane (49) (51) — Executive Vice President and Regional Market Head — Mr. Crane joined the Company in August 2008 and is the Regional Market Head overseeing Lake Forest Bank, Northbrook Bank, North Shore Community Bank and St. Charles Bank. Prior to joining the Company, Mr. Crane served as President and Head of Retail Banking of Harris Bank in Chicago where he was employed for 24 years. Mr. Crane is a director of Lake Forest Bank, Northbrook Bank, North Shore Community Bank and St. Charles Bank and Wintrust Information Technology Services.Bank.
John S. Fleshood(48) (50) — Executive Vice President — Risk Management — Mr. Fleshood joined the Company in August 2005 and manages the overallenterprise risk management process for the Company including audit, business continuity and information security functions. Between January 2006 and December 2009, Mr. Fleshood served as a Regional Market Head overseeing St. Charles Bank and Wintrust Mortgage Corporation.Bank. Previously, Mr. Fleshood served as Senior Vice President and Chief Financial Officer of the Chicago affiliate of Fifth Third
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Bank, an Ohio banking corporation, a commercial bank offering a full range of banking services to consumer, business and financial customers, from July 2001 to August 2005. Prior to that, Mr. Fleshood served as Vice President and Manager of the Treasury Division of Fifth Third Bank, Cincinnati, Ohio. Mr. Fleshood is a Director of Wintrust Information Technology Services.
Leona A. Gleason(61) (63) — Executive Vice President and Chief Administrative Officer — Ms. Gleason joined the Company in January 2010 and oversees certain administrative affairs of the Company including Human Resources, Operations, Compliance, Community Reinvestment Act, Bank Secrecy Act and Anti-Money Laundering. From 1996 to 2009, Ms. Gleason was Executive Vice President at FBOP Corporation, a $19 billion privately held bank holding company. She had primary responsibility for Human Resources, Training, Compliance, Community Reinvestment Act, Bank Secrecy Act, Risk Management, Operations and Information Technology. Ms. Gleason also served as an executive officer of certain subsidiaries of FBOP Corporation, which subsidiaries were taken into receivership by the Federal Deposit Insurance Corporation (the “FDIC”) on October 30, 2009. Prior to her association with FBOP, from 1977 to 1996, Ms. Gleason was Senior Vice President at Corus Bankshares, Inc. where she managed Retail Banking, Operations, Information Technology, Compliance and Human Resources and from 1972 to 1977 was Vice President at Boulevard Bank.
David L. Larson(48) (50) — Executive Vice President and Regional Market Head — Mr. Larson joined the Company in April 2010 and oversees the Purchased Asset Division of the Company. He also serves as a Regional Market Head overseeing Wheaton Bank and Old Plank Trail Community Bank. Mr. Larson was the President and Chief Executive Officer of Wheatland Bank from December 2009 to April 2010, when it was taken into receivership by the FDIC and acquired by the Company. From 1995 until 2009, Mr. Larson served in various executive positions at Chicago subsidiaries of FBOP Corporation, a $19 billion privately held bank holding company. Mr. Larson was the Chief Credit Officer of FBOP subsidiary Park National Bank, a $5 billion community bank, which was taken into receivership by the FDIC on October 30, 2009. Prior to his association with FBOP, Mr. Larson served in various commercial banking positions at American National Bank from 1987 to 1995. Mr. Larson is a director of Wheaton Bank and Old Plank Trail Community Bank and Wintrust Information Technology Services.Bank.
Richard B. Murphy(51) (53) — Executive Vice President and Chief Credit Officer — Since January 2002, Mr. Murphy has served as the Company’s Chief Credit Officer and is responsible for coordinating all the credit functions of the Company. Mr. Murphy serves as Regional Market Head overseeing Hinsdale Bank. Mr. Murphy served as the President of Hinsdale Bank from 1996 until December of 2005. From 1993 until his promotion to President of Hinsdale Bank, Mr. Murphy served as the Executive Vice President and Senior Lender of Hinsdale Bank. Prior to his association with the Company, Mr. Murphy served as President of the First State Bank of Calumet City. Mr. Murphy is a Director of Beverly Bank, Hinsdale Bank, Old Plank Trail Community Bank and Wintrust Information Technology Services.Bank. Mr. Murphy is married to the sister of Mr. Wehmer’s wife.
Lisa J. Pattis (46) — Executive Vice President, General Counsel and Corporate Secretary — Ms. Pattis joined the Company in September 2011 and manages all legal affairs of the Company, including corporate governance, mergers and acquisitions, financing transactions, litigation, legal compliance as well as assisting bank and non-bank subsidiaries with legal matters. Prior to joining Wintrust, Ms. Pattis spent more than 16 years with Sidley Austin LLP, with a practice focused on corporate governance and securities matters. As a partner at Sidley Austin LLP, Ms. Pattis served Wintrust as its corporate and securities counsel since 2005.
David L. Stoehr(51) (53) — Executive Vice President and Chief Financial Officer — Mr. Stoehr joined the Company in January 2002 and manages all financial and accounting affairs of the Company, including internal and external financial reporting. Previously, Mr. Stoehr was Senior Vice President/Reporting & Analysis at Firstar/U.S. Bancorp, Director of Finance/Controller of Associated Banc-Corp with primary responsibility for financial accounting and reporting, business unit financial management and data warehouse design and implementation. Prior to his association with Associated Banc-Corp, Mr. Stoehr was Assistant Vice President/Balance Sheet Management at Huntington Bancshares, Inc., Columbus, Ohio, from 1993 to 1995 and Financial Reporting Officer at Valley Bancorporation, Appleton, Wisconsin, from 1983 to 1993. Mr. Stoehr is a Director of Beverly Bank and Old Plank Trail Community Bank and Wintrust Information Technology Services.Bank.
Thomas P. Zidar(42) (44) — Executive Vice President and Market Head of Wealth Management Services —Mr. Zidar joined the Company in 2006 and also serves as Chairman and Chief Executive Officer of Wintrust Wealth Management. Prior to joining the Company, Mr. Zidar worked at ABN AMRO/LaSalle Bank for nine years, most recently as Executive Vice President in the Personal Financial Services group of LaSalle Bank, responsible for five business units. Throughout Mr. Zidar’s tenure with ABN AMRO/LaSalle Bank, he served as Chairman, President and CEO of ABN AMRO Financial Services; Senior Vice President, Integration Management; Senior Vice President/First Vice President, Acquisitions & Corporate Capital; and Vice President, Profit Enhancement. Previously, Mr. Zidar held positions as an Associate at A.T. Kearney, a management consulting firm, in Chicago, and as a Financial Analyst and Associate at TTG, an investment banking firm, in New York and London. Mr. Zidar serves as a Director of Wintrust Information Technology Services, Wintrust Capital Management,Great Lakes Advisors, Wayne Hummer Investments and The Chicago Trust Company.
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EXECUTIVE COMPENSATION
Compensation Discussion & Analysis
This Compensation Discussion and& Analysis section reviews our compensation program for our five named executive officers (“NEOs”), which include our principal executive officer, principal financial officer and the three other most highly-compensated executive officers.
Executive Summary
During 2010, Wintrust’s2012, the Company’s executive officers continued to manage the Company through the volatility, complexity and uncertainty which have affected the nation’s financial system. The Compensation Committee of our Board of Directors (the “Committee”), noted that pursuant to its long-term strategy of maintaining sound, conservative underwriting, the Company underwrote its credits in a manner that resulted in an acceptable level of problem loans during this turbulent period. While results for 2010 were not at the level that the Company or its shareholders would expect in an ordinary environment, the Committee believes that, particularly when measured against the rest of the banking industry, the Company’s management performed very well during 2010.
In that regard, the Committee considered the results of management’s strategic efforts including:
generated the highest reported net income in the history of the Company – $111.2 million in 2012, a 43.3% increase over 2011;
growth in total assets by 10.2% to $17.5 billion, the highest reported level in the history of the Company;
loan growth (excluding covered loans and loans held for sale) of 12.4% to $11.8 billion, the highest reported level in the history of the Company;
growth of total deposits of 17.2% to $14.4 billion, the highest reported level in the history of the Company;
purchase of four banks (two of which were acquisitions from the FDIC), a stand alone branch, a trust operation and a Canadian premium finance company;
increase in the number of banking offices to 111;
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| • | | three capital raising transactions netting more than $537 million; |
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| • | | repurchase of the preferred securities sold pursuant to the United States Department of the Treasury’s Troubled Assets Relief Program (“TARP”) and exiting from the Treasury’s Capital Purchase Program (“CPP”); |
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| • | | growth in total assets by 14.4% to $14.0 billion; |
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| • | | loan growth of 18.1% to $9.9 billion; |
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| • | | growth of total deposits of 8.9% to $10.8 billion; |
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| • | | a 9.6% increase in net interest margin by 36 basis points to 3.37%; |
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| • | | raising tangible common book value per share by 11% to $25.80; |
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| • | | successful completion$29.28 from $26.72 in 20111; and integration of three banks purchased through assisted transactions with the FDIC; |
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| • | | purchase of an additional bank branch location; and |
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| • | | continued ability to attract talented personnel throughout the organization. |
continued ability to attract talented personnel throughout the organization.
The Committee also noted that 20102012 was the Company’s fourteenthsixteenth consecutive year of profitability. As a result of these accomplishments, the Committee approved, consistent with its philosophy of paying for performance, year-end bonuses to the NEOs, payable in cash and long-term incentive equity awards for the Company’s NEOs.cash.
Our 20102012 Compensation Program
Overview
The Committee has responsibility for developing, implementing and monitoring executive officer compensation programs and policies as well as adherence with the Company’s compensation philosophy, including compensation of our NEOs. The Committee sets the compensation for all of our executive officers, including our NEOs. In doing so,administering the Company’s executive compensation program, the Committee is mindful of our unique structure, culture and history as well as the growth focusstrategy of our Company and its business. As a holding company that conducts its operations through our subsidiaries, we are focused on providing entrepreneurial-based compensation to the chief executives of each of our business units. As a Company with start-up and growth oriented operations, we are cognizant that to attract and retain the managerial talent necessary to operate and grow our businesses, we often have to compensate our executives with a view to the business we expect them to manage, rather than the size of the business they currently manage. Our assets have grown 43% in the last three years and 87% in the last five years, loans, excluding covered loans, have grown 41% and 74% and deposits 45% and 93% in the respective periods. Our compensation philosophy and programs are designed to attract and retain management capable of overseeing growth while managing risk.
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1 A reconciliation of our GAAP results to our non-GAAP results can be found in Part II, Item 6 "Selected Financial Data" of our Annual Report on FOrm 10-K for the year ended December 31, 2012.
The Company’sCommittee’s strategy has been to pay its executives competitive salaries in an effort to attract and retain highly-qualified and well-experienced individuals. However, as the Company continues to mature, the Committee believes that an increasing percentage of our executives’ total direct compensation should be increasingly more at risk and heavily weighted toward incentive componentscompensation rather than base salary. This philosophy is intended to create and foster a pay-for-performance framework within defined risk parameters that drives shareholder value by aligning shareholder and NEO interests.
In 2011, the Committee adopted a new long-term incentive program, described in detail below. The Committee setsLong Term Incentive Compensation Program, or LTIP, serves to increase the compensation for allpercentage of our executive officers, includingexecutives’ total compensation which is linked to performance and further aligned with the interests of our NEOs. The Committee also exercises the authority of the Board with respect to the Company’s employee benefit plans.shareholders.
Program Design
The design of the Company’s executive compensation program is based on a reviewinitial work conducted during 2008 and 2009, supplemented by the Committee.advice of Deloitte Consulting, LLP (“Deloitte”), the Committee’s independent compensation consultant, during 2010 and 2011. Deloitte reports directly to the Committee and participates in Committee meetings upon invitation. The Committee conductedhired Deloitte in the fall of 2010 and Deloitte began its work with a full review which coveredof the Company’s NEOs as well as certain other members of senior management, with assistance from Towers Perrin, an outside compensation consulting firm. Towers Perrin provided expert knowledge ofthen-current program, marketplace trends and best practices relating to competitive pay levels.
In providing assistance with the structuring of the Company’s executive compensation program, representatives of Towers Perrin delivered multiple presentations to the Committee regarding their review of the Company’s compensation program. The representatives compared the Company’s executive compensation program to best practices and to the executive compensation programs used by comparable financial companies. Based on survey data and on proxy disclosures by the comparable financial companies, Towers Perrin reported that the Company’s target base salaries and target total cash compensation were near the competitive median. Annual cash incentive payments were described as being below the median level for senior executive positions, but above the median for more junior executives. Towers Perrin suggested this was caused by Wintrust’s use of uniform target bonus opportunities, as a percentage of base salary, for its executive officers, and noted that many companies offer their most senior executives higher target bonus opportunities than they offer to junior executives. Such a compensation structure recognizes that senior executives can have a greater effect on a company’s performance, and should therefore have a greater percentage of their total compensation be incentive-based pay. Finally, Towers Perrin reported that Wintrust’s long-term incentive payments were well below the median level, resulting in total direct compensation that was also below the median level.
Representatives of Towers Perrin met subsequently with the Committee to present their final recommendations regarding the Company’s compensation program. Towers Perrin recommended that Wintrust set target compensation levels within a competitive range of the median for comparable companies, and at levels approaching the 75th percentile and above for executives who demonstrate superior performance. Additionally, they recommended that the Company increase the relative size of target annual bonuses for our senior executive officers and consider referencing group performance, historical performance and investor and analyst expectations when setting performance goals. Previously, the Company’s general practice had been to set a uniform target bonus percentage for the Company’s senior management which was increased annually by a fixed percentage.
However, the Company’s participation in TARP beginning in late 2008 prevented the full implementation of the program designed by the Committee. With guidance from Towers Perrin, the Company adjusted its program, including salary increases for NEOs, mid-year 2009. The Committee conducted a further review of the Company’s compensation program for executive officers in response to the issuance by Treasury, in June 2009, of regulations impacting financial institutions, like the Company, which were participants in the CPP. Among other things, the regulations issued by Treasury in June 2009 prohibited the Company from paying bonuses and certain other incentive compensation to certain of our senior executive officers (including the NEOs) unless such bonuses were paid in restricted stock and did not exceed more than one-third of annual compensation. The Committee noted that the regulations generally had the effect of setting a ceiling upon the amount of incentive compensation that could be paid to a NEO and, in particular, conflicted with certain performance target opportunities set by the Committee for the Company’s NEOs in connection with the design of the 2009 compensation program. In particular, the Committee noted that its 2009 compensation program had aimed to provide bonus and long-term incentive compensation which would represent between 50 and 60 percent of a NEO’s total compensation. As a result, the Committee concluded that if the salary component of executive compensation were left unchanged, the effect would
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be to substantially reduce the overall compensation of such individual and would increase the risk of key personnel leaving the Company in favor of companies with whom we compete. To mitigate any such risk, in August 2009 the Committee approved adjustments to the base salaries of Wintrust’s NEOs. These adjustments were not intended to increase total annual compensation for the NEOs, but instead only to adjust the mix between fixed and variable compensation paid to them. The Committee determined to pay one-third of the salary increase of Mr. Wehmer and Mr. Dykstra in the form of salary shares.
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| | | 2009 TARP-Related Base |
| Named Executive Officer | | Salary Increase |
| Edward J. Wehmer | | $ | 300,000 | |
| David A. Dykstra | | | 225,000 | |
| Richard B. Murphy | | | 70,000 | |
| David L. Stoehr | | | 75,000 | |
Early in 2010, the Committee considered and awarded bonuses for 2009 performance. The Company’s performance significantly exceeded previously set targets, and under the Company’s previously designed bonus program would have resulted in payments far above those permitted under the TARP-related compensation restrictions. As a result, the TARP-related compensation restrictions prohibited the use of some of the performance-based compensation tools anticipated by the Committee and resulted in bonus payments meaningfully below those intended by the Company’s executive compensation program.
2010 Design Adjustments
The Company was subject to the TARP-related compensation regulations in January 2010, when the Committee established the 2010 compensation program. The Committee retained the salary structure established in 2009. However, in designing the 2010 incentive compensation program, the Committee assumed:
| • | | repayment of the TARP securities; |
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| • | | exit from the CPP program; and |
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| • | | a more normalized banking environment. |
In September 2010, the Committee retained the services of Deloitte Consulting LLP (“Deloitte”) as the Committee’s new independent compensation consultant. Deloitte reports to the Committee and participates in Committee meetings. Deloitte undertook a “clean slate review” of the Company’s executive compensation program.program in 2010. The goal of the clean slate review and subsequent work of Deloitte was to re-evaluate the current executive compensation program and compare it to the Company’s strategic objectives and leading practices in executive compensation in order to identify areas of the program for further consideration.enhancement. In addition, Deloitte assessed the competitiveness of the Company’s executive compensation program in light of changes in the banking industry, the recent growth of the Company, and the anticipated exit by the Company from TARP,the Troubled Asset Relief Program (“TARP”), including the removal of TARP-related restrictions on executive compensation.compensation, and recent regulatory reform.
Deloitte’s analysis of the Company’s compensation program determined that the total direct compensation delivered to the NEOs, based on actual annual and long-term incentives, was below the levels targeted by the Committee for executives that demonstrate superior performance. In particular, Deloitte’s analysis noted that while the Company’s NEOs’ base salaries and target total cash compensation, on average, were at or above the target 75th percentile level, the NEOs’ long-term incentive grants were well below those provided at comparable companies. Deloitte recognized the impact of the TARP-related compensation restrictions on these results.
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Deloitte’s clean slate review included a number of other suggestedcommonly recognized best practices discussed with and undertaken by the Committee.practices. In particular, following conversations with Deloitte in 2010 and 2011, the Committee:
| • | | adopted stock ownership guidelines for the Chief Executive Officer and other NEOs; |
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| • | | amended its form employment agreement for new officers to remove severance benefits upon death or disability; |
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| • | | amended the 2007 Plan to require a “double trigger” vesting of equity awards under the 2007 Plan beginning with grants made in 2011; and |
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| • | | upon the expiration of the TARP-related clawback policy, adopted a clawback policy applicable to all annual and long-term incentive compensation awards made to the Company’s executive officers. |
Followingamended its form employment agreement for new officers to remove severance benefits upon death or disability;
amended the reviewCompany’s 2007 Stock Incentive Plan (the “2007 Plan”) to include “double trigger” vesting provisions for equity awards granted under the 2007 Plan beginning with the 2011 grants;
amended the 2007 Plan to prorate outstanding performance-based awards for terminations following a change of control, with such proration based on target performance levels and in consultationthe time worked during the performance cycle;
upon the expiration of the TARP-related clawback policy, adopted a clawback policy applicable to all annual and long-term incentive compensation awards made to the Company’s executive officers; and
established the LTIP to create a long-term focus based on sustainable results and share value creation with key employees.
With regard to total direct compensation, Deloitte recommended maintaining the Company’s current structure which provides for target compensation levels within a competitive range of the median for comparable companies, and at levels approaching the 75th percentile and above for executives who demonstrate superior performance. In determining the competitive median range appropriate for each NEO, the Committee determinedalso considers the Company’s unique structure and the hybrid nature of certain managerial positions at the Company.
Deloitte recommended that in lieu of the Company’s previous policy of making periodic long-term incentive grants and Cash Incentive and Retention Plan (“CIRP”) grants, the Committee should develop a new long-term incentive framework that provides for annual grants. The LTIP framework provides a competitive compensation opportunity, better aligns the interests of management with the interests of shareholders, fosters retention, allows the Company to adopt compensation philosophiescompete effectively for talent, incorporates leading practices, is simple to understand, supports the Company’s long-term strategy and growth objectives, links pay and performance and establishes long-term focus based on sustainable results. Deloitte recommended using a portfolio
approach by granting stock options, performance-vested cash and performance-vested stock. Each of the performance vested awards are payable based on achievement of maximum, target or threshold performance levels based on the achievement of key pre-established performance measures over a three-year period. In designing the LTIP, the Committee focused on creating a structure that would closely link pay with performance goals, and provide payouts approaching the 75th percentile for comparable companies only in the event of superior performance by the Company both on a relative basis as described below.compared to peers and on an absolute basis as compared to historical norms in the banking industry.
Compensation Philosophy and Objectives
The Committee designed the Company’s compensation program to promote a pay-for-performance philosophy and to be competitive with market practices in order to retain and attract talented executives who can contribute to ourthe Company’s long-term success and build value for our shareholders.
Accordingly, the Committee strives to create a compensation package for each NEO that is competitive as well as reflective of the performance of both the Company and the individual officer. The Committee recognizes that certain elements of compensation are better suited to reflect different compensation objectives. For example, as base salaries are the only element of compensation that is fixed in amount in advance of the year in which the compensation will be earned, the Committee believes that it is most appropriate to determine base salaries with a focus on the market practices for similarly situated officers at comparable companies as adjusted to reflect the individual officer’s performance during the preceding year. The aspects of individual performance that are evaluated for base salary purposes include non-financial measures such as integrity, quality, leadership, customer satisfaction, innovation and talent management. In contrast, annual cash bonuses and long-term incentives are better able to reflect the Company’s performance as measured by financial measures such as earnings per share, deposit growth, loan growth, net interest margin, return on average assets, credit quality and return on tangible equity. In addition, annual cash bonuses and long-term incentive awards, including the performance measuresmetrics they are alsomeasured on, are well suited to aid in our goal of retaining executives, and also motivating officers to increase shareholder value.value and achieve specific business goals. The other elements of compensation are set primarily based on leading market practices and are driven by the Committee’s philosophy that personal benefits including retirement and health and welfare benefits should be available to all employees on a non-discriminatory basis.
In connection with the review of the Company’s compensation program, the Committee adopted theThe following additional compensation philosophies and procedures, whichobjectives formed the basis of the Company’s compensation program in 2010:2012:
Our compensation program must allow us to attract first-rate entrepreneurial talent that reflects our structure.As a result of our holding company structure, our compensation program takes into consideration the fact that to attract and retain executive officers, whether at the Company or at one of our subsidiaries, talented enough to enable the Company to meet its long-term goals and oversee growth while managing risk, we must compensate such executive officers based on the size and potential enterprise that we expect such officer to oversee in the future.
Compensation should be performance based.performance-based.Our compensation program should encourage and reward excellent performance from the Company’s management team. Accordingly, our compensation program is designed to drive the achievement of key short-term and long-term business objectives and is aligned with the Company’s overall performance, its financial performance, the performance of its subsidiaries and a manager’s attainment of his or her individual management objectives.
A significant portion of total compensation should be in the form of long-term incentives. Long-term incentives such as stock options, restricted stock units (“RSUs”) and awards under our Cash Incentive and Retention Plan (“CIRP”), are an important way of aligning management and shareholder interests because they link
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a manager’s compensation levels to the performance of the Company over a multi-year time horizon. Additionally, long-term incentives can help promote continuity of management by tying compensation to continued service, and can help reduce incentives to take excessive risks by ensuring that managers are incentivized to create lasting value for shareholders.
Long-term incentive compensation should be highly correlated with superior returns. The performance goals associated with all grants under the long-term incentive compensation program should be challenging and achievable only with superior performance, both on a relative basis as compared to peers and on an absolute basis as compared to historical norms in the banking industry.
Compensation levels should be competitive to ensure that we attract and retain a highly qualified management team to lead and grow our Company. The successful operation of our Company requires an experienced and talented management team. To hire and retain such managers, our compensation program must be competitive with those of our peer firms in terms of total compensation and for each element of compensation.
Compensation opportunities should be commensurate with an executive’s roles and responsibilities. Greater levels of compensation should be offered to our executives who are most responsible for the performance of the Company. This helps ensure that compensation levels are perceived as fair, both internally and externally, and reduces the risk that we lose managerial
talent to our competitors. This principle is of particular relevance to us as our NEOs, other than our CEO, have some responsibilities that vary from what their job titles imply.
Our compensation program for NEOs should be fair, and perceived as such, both internally and externally. The Committee strives to create a compensation program that will be perceived as fair, both internally and externally. It accomplishes this by comparing the compensation that is provided to our NEOs to a comparative group of companies as a means to measure external fairness and to other senior employees of the Company, as a means to measure internal fairness. Shareholders are best served when we can attract and retain talented executives with compensation packages that are competitive but fair. The markets in which the Company operates are very competitive and there is real risk of losing talented executives if our compensation is not competitive.competitive or fair.
Total compensation expense should be reasonably predictable for the CompanyPay-for-Performance Review and reasonably transparent to our employees.The variable componentsAnalysis
Overview. Pay-for-performance is an important component of our longstanding compensation should be structured so that management can predict, based uponphilosophy. Our compensation approach is designed to motivate our executives, including our NEOs, to substantially contribute individually and collaboratively to the Company’s overall performance and progress toward key metrics, the likely overall compensation expense for our executives. At the same time, based on the Company’s overall performance, progress toward key metrics, subsidiary performance where appropriate and progress toward personal objectives, individuallong-term sustainable growth. Our pay-for-performance approach provides that:
Our senior executives should have a reasonablelarge portion of variable compensation in the form of short-term and long-term incentive awards; and
A large portion of the incentive awards of our senior executives should be focused on long-term awards to drive sustainable stockholder value and the Company’s performance over time.
Between 50% and 60% of the NEO’s target total direct compensation opportunity for 2012 was in the form of performance-based variable compensation, equity grants and discretionary annual bonus awards motivating them to deliver strong business performance and create shareholder value. These compensation elements are dependent upon stock price appreciation and the Company’s achievement of pre-established financial and other business goals set and monitored by the Committee and the Company’s overall performance. Based on actual results, the annual variable compensation amount and the ultimate value of transparencythe equity compensation awards could be zero if the Company does not perform well.
Peer Group Comparison. In evaluating CEO compensation, the Committee compares the CEO’s target pay with that of our peer group, taking into consideration the relative returns provided by the Company and its peers to their likely levelsrespective shareholders. When compared to our peer group on a one, three and five year basis, our percentile ranking in terms of compensation.total shareholder return significantly exceeds the percentile ranking of our CEO’s target and realizable pay.
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| One Year | Three Years | Five Years |
| Total Shareholder Return | 93rd Percentile | 81st Percentile | 89th Percentile |
CEO Target Pay1 | 60th Percentile | 42nd Percentile | 38th Percentile |
CEO Realizable Pay2 | 49th Percentile | 40th Percentile | 42nd Percentile |
1 CEO target pay is based on information reported in proxy statements filed over the applicable period for each of the peer companies and Wintrust and was calculated using the annual bonus target and long-term cash target as disclosed in each company’s Grants of Plan Based Awards Tables over the applicable period. Base salary, stock options, stock awards and other compensation are based on the amounts disclosed in each company’s Summary Compensation Tables over the applicable period.
2 CEO realizable pay is based on information reported in proxy statements filed over the applicable periods by each of the peer companies and the Company, and is calculated using base salary, annual and long-term cash bonuses and other compensation reported in each company’s Summary Compensation Table. Stock options and stock awards represent the intrinsic value of equity awards granted over the applicable period using the stock price at fiscal year-end.
The Committee believes this result reflects the high level of performance of the Company as well as the relative performance of the Company as compared to its peers. As illustrated in the table above, the growth in CEO target pay has been far outpaced by the Company’s performance as compared to its peers.
Peer Group Analysis. In December 2011, in light of the Company’s recent acquisitions and projected future growth, the Committee asked Deloitte to assist in re-examining the Company’s banking peer group used to benchmark executive compensation levels. In selecting a peer group, the Committee seeks to assure that it will maintain a compensation program that consistently recognizes, rewards and retains top talent. Deloitte took into consideration which companies compete for customers, executive talent or investors with the Company, the size of the companies in the peer group with a goal of the Company approximating the median of the peer group, and the structure of the Company as it competes in the marketplace. The peer group is comprised of 19 companies, including 13 similarly-sized national banks and a group of six Midwestern banks. The reference group of similarly-sized national banks included banks with assets between $11.6 billion and $24.7 billion as of December 31, 2010 as compared to $14.0 billion for the Company as of such date. The reference group of Midwestern banks included banks with total assets between $7.2 billion and $21.8 billion as of December 31, 2010. The Committee considered both the national banks reference group and the Midwestern banks reference group together as a single group.
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Similarly-Sized National Banks Reference Group2 | Midwestern Banks Reference Group |
| BancorpSouth Inc. | Associated Banc-Corp. |
| Cullen/Frost Bankers, Inc. | First Midwest Bancorp Inc. |
First Horizon National Corp3 | FirstMerit Corp. |
First Citizens Bancshares3 | MB Financial Inc. |
First Niagra Financial Corp.3 | Old National Bancorp |
Fulton Financial Corp.3 | PrivateBancorp Inc. |
| International Bancshares Corp. | |
| Susquehanna Bancshares Inc. | |
| TCF Financial Corp. | |
| UMB Financial Corp. | |
| Umpqua Holdings Corp. | |
| Valley National Bancorp | |
Webster Financial Corp3 | |
2 The peer group used by the Company to evaluate 2011 compensation decisions also included Whitney Holding Corporation.
3 Following Deloitte's 2011 peer group review, this company was added to the peer group used by the Company to evaluate 2012 compensation decisions.
When making compensation decisions, the Committee reviews the compensation paid to our CEO and other named executive officers relative to the compensation paid to similarly-situated executives, to the extent available, at our peer companies based on publicly available information reported in our peers’ proxy statements. The Committee also reviews published survey data representing the market of companies in which we compete for executive talent to provide supplemental information to assess the reasonableness of the competitive market data.
Deloitte provided the Committee with background information regarding the Company’s 2011compensation structure as compared to market norms and in light of the Company’s unique structure. Deloitte provided the Committee with analysis undertaken with respect of each of the NEOs, including a comparison of total direct compensation, target total direct compensation as well as each component of compensation on a comparative basis with the Company’s peer group and market data where available. Deloitte also included separate comparative data on those peers still part of the TARP program and those who had already exited the program.
In 2012, the Committee sought to target aggregate total direct compensation to an amount within a competitive range of the median for similarly situated officers at comparable companies. The Committee adopted a plan designed to provide actual compensation at levels approaching the 75th percentile and above in instances where the Company’s results and the individual’s performance exceed target levels, and compensation below the median when the executive’s performance or Company results fail to reach target levels.
Prior Compensation Decisions. As discussed above, the Committee compares the CEO’s target pay against that of our peer group and believes that both the amount and rate of change compare favorably on a one, three and five-year basis based on total shareholder return. A full view of the five year comparison, however, must also take into account the fact that during 2007 and 2008, the CEO recommended that he and the COO not be paid an annual bonus in light of then-ongoing economic events which significantly reduced their pay compared to peers. In addition, the one, three and five-year comparables must also account for the fact that the Company was not able to implement its planned long-term incentive program until 2011 due to TARP restrictions. The impact of these decisions, particularly the refusal of the annual bonus in 2007 and 2008, means that CEO pay was lower in those years, making the growth in CEO compensation over the five-year period appear larger than would have been the case had the CEO been paid commensurate with other senior officers at the Company.
Compensation Procedures
Role of Management.Management. The Committee made all 20102012 compensation decisions for our NEOs. Mr. Wehmer and Mr. Dykstra annually review the performance of each of the Company’s and its subsidiaries’ officers (other than Mr. Dykstra, whose performance is reviewed by Mr. Wehmer acting alone, and Mr. Wehmer whose performance is reviewed by the Committee, and Mr. Murphy whose performance is reviewed by the Committee due to the fact that he is Mr. Wehmer’s brother-in-law). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and incentive award amounts, were presented to the Committee. The Committee exercised its discretion in modifying any recommended adjustment or award.
Committee Process.Process. During 2010,2012, the Committee continually reviewed both the Company’s compensation philosophy and the actual compensation being paid by the Company. The Committee met, including in executive sessions without any members of management present, to discuss, evaluate and set executive officer compensation. As discussed above, the Committee relied on the framework previously developed in setting 2010 target incentives. In setting compensation for each of the NEOs, the Committee focused on the total direct compensation received by each NEO, as well as the allocation of each element of compensation in relation to those provided by the peer companies identified below.above. The Committee acted pursuant to a written charter that had been approved by our Board.
Compensation Consultants. The Committee has the sole authority to hireretain and firedismiss its own outside compensation consultants and any other advisors it deems necessary. The role of a compensation consultant is to assist the Committee in analyzing executive compensation packages and to provide the Committee with information regarding market compensation levels, general compensation trends and best practices. The Committeeconsultant also periodically asks a consultant to opine onprovides advice regarding the competitiveness of specific pay decisions and actions for the NEOs, as well as the appropriateness of the design of the Company’s executive compensation programs. The Committee
34
engaged Towers Perrin beginningIn 2012, as in 2008 through mid-2009 to advise it on executive compensation matters. Beginning in September 2010,prior years, the Committee hiredrelied upon Deloitte to advise it on executive compensation-related issues and to provide advice relating to establishing bonus compensation for 2010 performanceopportunities and setting target incentives for 2011.2012. In addition, Deloitte is providingprovides guidance on bestleading practices and updating the Company’s long-term incentive compensation program.on compensation. Deloitte attends all meetings of the Committee, including executive sessions.
Peer Group Analysis
As discussed above, the Committee retained Towers Perrin in 2008 to review and make recommendationssessions, upon invitation. Deloitte does not provide any other services to the Committee regardingCompany other than to the Company’s executive compensation program. Following consultation with Towers Perrin in 2009, theNominating and Governance Committee identified two reference groups of peer financial companies that it used for purposes of benchmarking its compensation practices in connection with the development of the new executiveBoard with respect to compensation program. This peer group was used in developing 2010 salary, annual bonus and long-term incentive opportunities. These include a group of 15 similarly-sized national banks and a group of eleven Midwestern banks. The reference group of similarly-sized national banks included banks with total assets between $7.4 billion and $11.9 billion as of December 31, 2007, compared to $9.4 billion of assets for Wintrust as of such date. The reference group of Midwestern banks included banks with total assets between $3.7 billion and $21.6 billion as of their respective fiscal year ends.non-employee Directors. The Committee considered bothhas assessed the national banks reference group and Midwestern banks reference group together as a single peer group.
| | |
Similarly-Sized | | |
National Banks | | Midwestern Banks |
Reference Group | | Reference Group |
East West Bancorp Inc. | | First Midwest Bancorp Inc. |
UCBH Holdings Inc. | | MB Financial Inc. |
International Bancshares Corp. | | Midwest Bank Holdings Inc. |
Whitney Holding Corp. | | Private Bancorp Inc. |
Cathay General Bancorp. | | Taylor Capital Group Inc. |
FirstMerit Corp. | | CORUS Bankshares Inc. |
UMB Financial Corp. | | Amcore Financial Inc. |
Trustmark Corp. | | Associated Banc-Corp. |
Umpqua Holdings Corp. | | Citizens Republic Bancorp Inc. |
United Community Banks Inc. | | Old National Bancorp |
First Midwest Bancorp Inc. | | TCF Financial Corp. |
United Bankshares Inc. | | |
Old National Bancorp. | | |
MB Financial Inc. | | |
Pacific Capital Bancorp. | | |
Since information regarding compensation for our NEOs other than our Chief Executive Officer and Chief Financial Officer is not generally publicly available for these reference groups,independence of Deloitte pursuant to the Committee supplemented its review of these reference groups with additional survey data provided by Towers Perrin. The survey data was compiled by Towers Perrin from four surveys of compensation in the financial services industry, published by executive compensation firms during the spring of 2008. The survey data was adjusted by Towers Perrin to reflect the Company’s asset size, in order to provide an estimated distribution of compensation levels for a financial company with $10 billion in assets. In reviewing this survey data, the Committee considered only the aggregated survey data. The identityrules of the companies comprising the survey data is not disclosed to, or considered by, the Committee in its decision-making processSecurities and thusExchange Commission (“SEC”) and concluded that Deloitte’s work for the Committee does not consider it material. The Committee uses these sourcesraise any conflicts of market data to ensure that the compensation being paid by the Company is competitive with those of its peer companies.interest.
In 2010, the Committee sought to target each element of compensation to an amount within a competitive range of the median for similarly situated officers at comparable companies. The Committee adopted a plan designed to provide actual compensation at levels approaching the 75th percentile and above in instances where the
35
Company’s results and the individual’s performance exceed target levels, and compensation below the median when the executive’s performance or Company results fail to reach target levels. In determining the competitive median range appropriate for each NEO, the Committee considers the Company’s unique structure and the hybrid nature of certain managerial positions at Wintrust.
At the request of the Committee, Deloitte began work in late 2010 to review the current peer group in light of the growth of Wintrust and the changes in many of the banks included in the current peer group. In December 2010, Deloitte presented the Committee with information regarding a revised peer group as well as benchmarking information regarding that peer group. Due to anticipated exit for Wintrust from TARP and continuing shifts in many of the peer banks, the Committee, management and Deloitte continue to work on the establishment of a new peer group, which the Committee anticipates having in place for review of 2011 executive compensation. The Committee intends to continue to target compensation at the same levels discussed above.
Elements of Compensation
This section describes the various elements of our compensation program for NEOs, together with a discussion of various matters relating to those items, including why the Committee choose to include the items in the compensation program. The principal components of compensation for our NEOs were:
| • | | base salary; |
|
| • | | annual cash bonus; |
|
| • | | long-term incentives; and |
|
| • | | perquisites and other personal benefits. |
annual bonus;
long-term incentives; and
perquisites and other personal benefits.
As a result of its review of its compensation structure, the Committee established the following framework for NEO compensation which it used again in 2010:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Long-Term | | Perks & | | |
| | | Base | | Annual | | Incentive | | Other | | Total |
| Named Executive Officer | | Salary | | Bonus | | Compensation | | Benefits | | Compensation |
| Edward J. Wehmer | | | 35 | % | | | 30 | % | | | 30 | % | | | 5 | % | | | 100 | % |
| David A. Dykstra | | | 40 | % | | | 30 | % | | | 25 | % | | | 5 | % | | | 100 | % |
| Richard B. Murphy | | | 40 | % | | | 30 | % | | | 25 | % | | | 5 | % | | | 100 | % |
| David L. Stoehr | | | 45 | % | | | 30 | % | | | 20 | % | | | 5 | % | | | 100 | % |
| Leona A. Gleason | | | 45 | % | | | 30 | % | | | 20 | % | | | 5 | % | | | 100 | % |
|
| | | | | | | | | |
| Named Executive Officer | Base
Salary | | Annual
Bonus | | Long-Term
Incentive
Compensation | | Perquisites &
Other
Benefits | | Total
Compensation |
| Edward J. Wehmer | 35% | | 30% | | 30% | | 5% | | 100% |
| David A. Dykstra | 40% | | 27.5% | | 27.5% | | 5% | | 100% |
| Richard B. Murphy | 40% | | 27.5% | | 27.5% | | 5% | | 100% |
| David L. Stoehr | 45% | | 30% | | 20% | | 5% | | 100% |
| Lisa J. Pattis | 45% | | 30% | | 20% | | 5% | | 100% |
Salary.The Company provides NEOs with base salary to compensate them for services rendered during the fiscal year and reflect each NEO’s position, specific skills, tenure, experience, responsibility and performance. BaseAnnual base salary adjustments for NEOs for any given year are generally fixed by the Committee at its meeting in January. Increases or decreases in base salary on a year-over-year basis are dependent on the Committee’s assessment of the CompanyCompany’s and individualindividual’s performance. The Committee is freehas full discretion to set NEO salary at any level it deems appropriate. As part of this process, the Committee solicits the recommendations of Mr. Wehmer with respect to NEOs (other than Mr. Wehmer and Mr. Murphy). The Committee considers peer and market data, internal pay equity and merit history in evaluating recommendations.
During 2010,the period that the Company was covered by the compensation-related requirements under the TARP program, the Committee determinedincreased the annual base salaries of the then-NEOs and included in Mr. Wehmer’s and Mr. Dykstra’s increases a portion to maintainbe paid in salary stock. In 2011, following the 2010 exit of the Company from the TARP program, the Committee adjusted the annual base salary of Mr. Wehmer and Mr. Dykstra to eliminate the salary stock component, thus decreasing their annual base salaries by $100,000 and $75,000 respectively. In 2012, the Company maintained the base salaries of Mr. Wehmer, Mr. Dykstra and Ms. Pattis at $1,000,000, $750,000 and $425,000 respectively and increased Mr. Murphy’s base salary from $450,000 to $475,000 and Mr. Dykstra, including the practice, adopted in 2009 in light of TARP-related compensation restrictions, of paying a portion of their salaries in the form of salary shares. More specifically, in the case of Mr. Wehmer and Mr. Dykstra, $100,000 and $75,000, respectively, ofStoehr’s base salary was paid in Wintrust’s Common Stock granted under the 2007 Plan. The number of shares of Wintrust Common Stock granted as of each payroll period end datefrom $390,000 to Mr. Wehmer and Mr. Dykstra was determined by dividing the amount of base salary payable in stock by the average of the high and low price of Wintrust’s Common Stock on Nasdaq on the grant date or, if Nasdaq was closed on the grant date, by the Nasdaq average of the high and low price on the immediately preceding date on which Nasdaq was open. Mr. Wehmer and Mr. Dykstra may not sell or otherwise transfer the stock they receive in payment of base salary until
36
the later of three years from the date of grant or until Wintrust repays the CPP investment in Wintrust, except upon their death or permanent disability.$400,000.
Annual Bonus.The Company’s performance-based annual cash bonuses for executives is discretionaryare based on each NEO’s overall performance.performance and are based on achievement of performance goals subject to the discretion and adjustment by the Committee. Annual cash bonuses are intended to provide officers with an opportunity to receive additional cash and equity compensation based on their individual performance and Company results, including based on the achievement of specifiedpredetermined Company, subsidiary and individual performance goals. Performance-based cash bonuses are included in the compensation package because they permit the Committee to incentivize our NEOs, in any particular year, to pursue particular objectives that the Committee believes are consistent with the overall goals and strategic direction that the Board has set for the Company.
As part ofFollowing the review of our compensation program, the Committee determined to restructureretain the target annual bonus levels for the NEOs beginningimplemented in 2009 so that target annual bonus levels for the Company’s senior executive officers represent a larger percentage of such executives’ total compensation.2009. As noted above, annual bonus opportunity for each of our NEOs under this structure isranged from approximately 27.5% to 30% of their respective total compensation. The Committee believes that this change increasesthe annual performance-based bonus reinforces the pay-for-performance nature of our compensation program.
Once the annual bonus opportunity is established, the Committee converts the target bonus opportunity to a range of payout levels as a percentage of base salary at low,threshold, target and high levels. Below are the low,threshold, target and high bonus award opportunities for our NEOs in 2012, expressed as a percentage of base salary:
| | | | | | | | | | | | | |
| Named Executive Officer | | Low | | Target | | High |
| Edward J. Wehmer | | | 60 | % | | | 70 | % | | | 90 | % |
| David A. Dykstra | | | 55 | % | | | 65 | % | | | 75 | % |
| Richard B. Murphy | | | 55 | % | | | 65 | % | | | 75 | % |
| David L. Stoehr | | | 55 | % | | | 60 | % | | | 65 | % |
| Leona A. Gleason | | | 55 | % | | | 60 | % | | | 65 | % |
|
| | | | | |
Named Executive Officer | Threshold 1 | | Target | | High2 |
| Edward J. Wehmer | 53% | | 70% | | 88% |
| David A. Dykstra | 49% | | 65% | | 81% |
| Richard B. Murphy | 49% | | 65% | | 81% |
| David L. Stoehr | 45% | | 60% | | 75% |
| Lisa J. Pattis | 45% | | 60% | | 75% |
1 The threshold payout opportunity pays 75% of target at threshold performance.
2 The high payout opportunity pays 125% of the target at maximum performance.
In determining the amount of target annual bonuses, the Committee considers several factors, including:
|
| • | | market practices; |
|
| • | | the target annual bonuses set and actual annual bonuses paid in recent years; |
|
| • | | the desire to ensure, as described above, that a substantial portion of total compensation is performance-based and at-risk; and |
|
| • | | the relative importance, in any given year, of the long and short-term performance goals of the Company. |
the target annual bonuses set and actual annual bonuses paid in recent years;
the desire to ensure, as described above, that a substantial portion of total compensation is performance-based; and
the relative importance and degree of difficulty, in any given year, of the long and short-term performance goals of the Company.
The Committee has complete discretion in determining the amount of any annual bonus awarded to an NEO. However, to aid it in exercising that discretion, the Committee allocates the potential annual bonus award for our NEOs between Company-level and personal objectives, as well as retaining a discretionary factor. Company-level objectives focus on targeted consolidated net income and personal objectives are tailored for each NEO. These performance objectives for annual bonuses are developed through an iterative process. Based on a review of business plans, management develops preliminary recommendations for Committee review. The Committee reviews management’s preliminary recommendations and establishes guideposts and ranges. These guideposts assist the Committee in determining actual bonus awards and create incentives for NEO performance. The Committee strives to ensure that the objectives are consistent with the strategic goals set by the Board, that the goals set are sufficiently ambitious, within defined risk parameters, so as to provide a meaningful incentive and that annual bonus payments, assuming target levels of performance are attained, will be consistent with the overall NEO compensation program established by the Committee.
The final determination of aan NEO’s actual bonus payment is based on the Committee’s evaluation of Company and individual performance metrics, including consolidated net income, personal objectives, and discretionary factors. As in years past, the final determination of the Committee could result in no bonus being paid or a bonus in an amount more than the high bonus opportunity or less than the low bonus opportunity.opportunity, regardless of actual performance.
37
Following the established structure for executive compensation, for 2010,25
For 2012, target annual bonuses were allocated across the Company-level objective, personal objectives and the discretionary component as follows, expressed as a percentage of each NEO’s base salary:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Total Eligible |
| | | | | | | | | | | | | | | Annual Bonus at |
| | | | | | | | | | | | | | | Target as a |
| | | Company Level | | Personal | | Discretionary | | Percentage of |
| | | Objective | | Objectives | | Component | | Base Salary |
| Edward J. Wehmer | | | 49.00 | % | | | 17.50 | % | | | 3.50 | % | | | 70.00 | % |
| David A. Dykstra | | | 45.50 | % | | | 16.25 | % | | | 3.25 | % | | | 65.00 | % |
| Richard B. Murphy | | | 45.50 | % | | | 16.25 | % | | | 3.25 | % | | | 65.00 | % |
| David L. Stoehr | | | 42.00 | % | | | 15.00 | % | | | 3.00 | % | | | 60.00 | % |
| Leona A. Gleason | | | 42.00 | % | | | 15.00 | % | | | 3.00 | % | | | 60.00 | % |
|
| | | | |
| Named Executive Officer | Company Level
Objective | Personal
Objectives | Discretionary
Component | Total Eligible
Annual Bonus at
Target as a
Percentage of
Base Salary |
| Edward J. Wehmer | 49.00% | 17.50% | 3.50% | 70.00% |
| David A. Dykstra | 45.50% | 16.25% | 3.25% | 65.00% |
| Richard B. Murphy | 45.50% | 16.25% | 3.25% | 65.00% |
| David L. Stoehr | 42.00% | 15.00% | 3.00% | 60.00% |
| Lisa J. Pattis | 42.00% | 15.00% | 3.00% | 60.00% |
The Company-level objective for 20102012 was to achieve consolidated net income of $92.6$109.5 million for 2010. Based on goals approved by the Committee in January 2010, our2012. Our NEOs were provided with the following framework for the guidelines the Committee would utilize in determining the high, target, low, or lowthreshold portion of the annual bonus award opportunity allocated to the Company-level objective:
| | | | |
Wintrust 2010 | | Performance-Weighting of |
Wintrust 2012 Consolidated | | Company-Level |
| Net Income | | Performance-Weighting of Company-Level Annual Bonus Award |
Greater than $120.3$131.4 million | | High |
$92.6109.5 million to $120.3$131.4 million | | Target |
$74.082.1 million to $92.5$109.5 million | Threshold |
| $65.7 million to $82.1 million | Low |
Wintrust’sThe Company’s consolidated net income for the year ended December 31, 20102012 was $63.3$111.2 million. Accordingly, noneeach of our NEOs exceededwas within the low amounttarget range of the Company-level objective.
In determining the actual annual bonus for each NEO associated with the achievement of Company-level objectives, the Committee considered a number of factors, including the:
| • | | strategic successes of management in achieving the goals set forth for the 2010 performance year; |
|
| • | | growth in the Company’s total assets, net interest margin and tangible book value per share; |
|
| • | | success of the Company’s capital-raising efforts; |
|
| • | | Company’s exit from TARP and the CPP; |
|
| • | | successful completion and integration of three banks purchased through assisted transactions with the FDIC; |
|
| • | | fact that the Company-level objective was set based on assumptions about the overall banking environment which did not materialize; |
|
| • | | Company’s achievement of 68% of the consolidated net income objective despite a more difficult banking environment; and |
|
| • | | Company’s comparatively low levels of charge-offs despite the failure of overall level of charge-offs in the mortgage and commercial banking markets to normalize. |
Company’s achievement of 102% of the consolidated net income objective despite a difficult banking environment;growth in the Company’s total assets, net interest margin and tangible common book value per share;
successful completion and integration of acquisitions, including the acquisition of a Canadian premium finance company; and
Company’s comparatively low levels of charge-offs despite the failure of overall level of charge-offs in the real estate and commercial banking markets to normalize.
In weighing these achievements, and the fact that the level of consolidated net income fell beneath the “low” level set in January 2010, the Committee focused on the percentagefact that the Company achieved 102% of the Company’s target achievedtargeted consolidated net income and determined to pay out the portion of annual bonuses associated with the Company-level results at 50%100% of the target level due to the achievement of 68% of the consolidated net income objective.
Each of our NEOs was eligible to earn a portion of his or her target annual bonus award based on satisfaction of certain personal objectives. Mr. Wehmer’s and Mr. Dykstra’s personal objectives included:
38
increasing core earnings through planned, profitable growth; continuing to identify and acquire strategic dislocated assets, asset generation platforms and bank acquisitions to compliment the Company’s strategy; repayment of TARP; and the formalization and expansion of training programs. Mr. Murphy’s personal objectives included: working with acquired banks to establish strong credit cultures; improving asset quality and operating performance; and enhancing the loan approval process. Mr. Stoehr’s personal objectives included: enhancing budgeting forecasting systems; further improvement of reporting systems; and maximizing use of capital. Ms. Gleason’sPattis’ personal objectives included: developing internal legal processes; reducing legal risk; and improving the structureefficiency of compliance systems; integration of acquired subsidiaries;acquiring banks and further development of training initiatives.capital transactions.
For the portion of the annual bonus based on personal objectives, the Committee determined that Mr. Wehmer, Mr. Dykstra and Mr. StoehrMurphy were each eligible to receive 93%100% of their respective personal objective opportunities, and Mr. Murphy wasStoehr and Ms. Pattis were eligible to receive 73%87% and 95% of histheir respective personal objective opportunity and Ms. Gleason 85% of her personal objective opportunity.opportunities, respectively. For the 5%approximately 3% target annual bonus award allocated to discretionary factors, the Committee determined that Mr. Wehmer, Mr. Dykstra and Mr. Murphyeach of the NEOs were each eligible to receive 200% of their discretionary opportunities, and Mr. Stoehr and Ms. Gleason were each eligible to receive 100% of his or hertheir discretionary opportunities.
Once the Committee analyzed each of these portionscomponent of the annual bonus award opportunity, the Committee considered the overall level of award indicated by adding the amounts allocated to each componentaward in light of:
| • | | itsthe Committee’s overall compensation objectives; |
|
| • | | its framework for portions of overall compensation; |
|
| • | | the Company’s performance relative to peers; and |
|
| • | | the recommendations of Mr. Wehmer (other than for Mr. Wehmer and Mr. Murphy). |
the Committee’s framework for portions of overall compensation;
the Company’s performance relative to peers; and
the recommendations of Mr. Wehmer (other than for Mr. Wehmer and Mr. Murphy).
Based on this analysis, the Committee exercised its final discretion, made adjustments as the Committee deemed appropriate, and made a final determination of the annual bonus award for each NEO.
The Committee determined to pay Mr. Wehmer above the target level in recognition of his exceptionally strong leadership and guidance throughout the banking crisis which allowed the Company to exceed 2012 budget.The following table sets forth the total eligible annual bonus amounts at target and annual cash bonuses actually paid to each of our NEOs.
| | | | | | | | | |
| | | Total Eligible | | Total Annual |
| Named Executive Officer | | Annual Bonus at Target | | Bonus Paid |
| Edward J. Wehmer | | $ | 770,000 | | | $ | 520,000 | |
| David A. Dykstra | | | 536,250 | | | | 375,000 | |
| Richard B. Murphy | | | 292,500 | | | | 225,000 | |
| David L. Stoehr | | | 222,000 | | | | 135,000 | |
| Leona A. Gleason | | | 207,000 | | | | 125,000 | |
|
| | | | | | |
Named Executive Officer | Total Eligible
Annual Bonus at Target | Total Annual
Bonus Paid |
| Edward J. Wehmer | $ | 700,000 |
| $ | 750,000 |
|
| David A. Dykstra | 487,500 |
| 485,000 |
|
| Richard B. Murphy | 308,750 |
| 300,000 |
|
| David L. Stoehr | 240,000 |
| 225,000 |
|
| Lisa J. Pattis | 255,000 |
| 250,000 |
|
Our annual bonus may be paid in cash and/or equity at the discretion of the Committee. The Committee awarded annual bonuses with respect to 2012 performance, payable in cash, during December 2012. With regard to 2011 performance, annual bonuses were awarded by the Committee in January 2012 and were paid 78% in cash and 22% in restricted stock units.
Long-Term Incentive Compensation.As described above, the Committee believes that a substantial portion of each NEO’s compensation should be in the form of long-term incentive compensation in order to further align the interests of our NEOs and shareholders and, as discussed earlier in this Compensation Discussion & Analysis, the Committee targets long-term incentive compensation at 30% of total compensation for Mr. Wehmer, 25%27.5% of total compensation for Mr. Dykstra and Mr. Murphy and 20% of total compensation for Mr. Stoehr and Ms. Gleason. Long-termPattis.
In 2011, the Committee implemented a long-term incentive program based on a framework developed with the assistance of its compensation may consistconsultant, Deloitte. The LTIP is designed to:
provide a competitive compensation opportunity;
align the interests of management with the interests of shareholders;
foster retention;
allow the Company to compete effectively for talent;
incorporate leading practices;
be simple to understand;
provide transparency;
support the Company’s long-term strategy and growth objectives;
align management’s long-term compensation with achievement of business goals;
link pay and performance;
create a long-term focus based on sustainable results;
create stock options, RSUs and/orownership; and
provide cost-effective incentives.
The Committee administers the LTIP and can determine on an annual basis the mix of awards included in the annual grant. Performance-based awards under the CIRPLTIP are contingent upon the achievement of pre-established long-term goals set in such proportions as the Committee determines.
The grant of long-term incentive awards is completely discretionary. The Committee considers, among other factors, the Company’s return on tangible equity (“ROTE”), along with a number of other factors.
In determining whether to make discretionary awards under the long-term incentive program, the Committee considered:
| • | | its objective of making equity-based awards in the context of total executive compensation; |
|
| • | | its objective of aligning the interests of our executives with the interests of shareholders; |
39
| • | | its objective of determining equity-based awards in conjunction with its determination of annual cash bonus awards to ensure a balance of cash and equity compensation; |
|
| • | | the relative merits of cash and equity as a device for retaining and incentivizing NEOs; |
|
| • | | the practices of the other companies in the peer group used that award long-term incentive opportunities as a regular part of NEO target compensation; |
|
| • | | the updated information the Committee received from Deloitte regarding compensation at companies in the Company’s peer group and other companies proposed for the 2011 peer group; |
|
| • | | the factors discussed above in its consideration of annual bonus awards; |
|
| • | | the amount of total executive compensation that the Committee determined was appropriate in light of its assessment that the NEOs achieved 68% of the Company-level consolidated net income objectives; and |
|
| • | | the Company’s progress toward achieving its long-term ROTE objective of 15%. |
Following consideration of these factors, discussion with management and consultation with Deloitte, the Committee determined to make discretionary long-term incentive awards to the NEOs in the form of time-vested RSUs. Awards were as follows:
| | | | | | | | | | | | | |
| | | | | | | Number of Shares | | |
| | | Total Eligible Long-Term | | of Restricted Stock Units | | Approximate |
| | | Incentive Bonus at Target | | Awarded as Long-Term | | Value of Long-Term |
| Named Executive Officer | | ($) | | Incentive Bonus | | Incentive Bonus ($) |
| Edward J. Wehmer | | | 942,857 | | | | 18,797 | | | | 630,000 | |
| David A. Dykstra | | | 515,625 | | | | 12,680 | | | | 425,000 | |
| Richard B. Murphy | | | 281,250 | | | | 7,459 | | | | 250,000 | |
| David L. Stoehr | | | 164,444 | | | | 1,491 | | | | 50,000 | |
| Leona A. Gleason | | | 153,333 | | | | 1,491 | | | | 50,000 | |
RSUs convert into shares of our Common Stock if the recipient is still employed by us on the date that specified restrictions lapse. RSUs granted under the incentive plans may vest on the basis of the satisfaction of performance conditions establishedadvance by the Committee orover a multi-year period, with overlapping performance cycles at the beginning of each calendar year. Performance-based awards are earned only at the end of the performance period based on the basis of the passage of time and continued employment. The Committee has granted RSUs that vest on the basis of the passage of time and continued employment with vesting periods ranging up to five years. The RSUs granted in 2011 vest ratably over three years, beginning in January 2012. Recipients of RSUs granted in 2011 may not vote the RSUs in shareholder votes.
In determining to award RSUs,Company’s performance against pre-established goals certified by the Committee, consideredsubject to negative discretion adjustments.
In 2012, the fact that RSUs help facilitate executiveCommittee initiated a second performance cycle under the LTIP, for the period from January 1, 2012 through December 31, 2014. Consistent with the 2011 LTIP awards, the Committee again determined to use a mix of awards comprised of 50% performance-based cash awards, 25% performance-based restricted stock ownership, long-term decision makingunit awards and growth, and, compared to other forms of long-term incentives, provide a higher level of retention value.25% time-vested stock options. The Committee also consideredagain determined to include asset growth, return on average assets and growth in tangible common book value per share as performance measures, and to weight them equally. These performance measures were deemed by the limitedCommittee to be challenging given the economic environment when the measures were set. The 2012 LTIP awards for each of the NEOs is set forth on the tables below.
Stock Option Awards.
The number of equityshares of Company common stock subject to options granted to the Company’s named executive officers under the 2012 LTIP is set forth below. The exercise price for each stock option award was $30.98 per share and the options vest in one-third annual installments beginning on December 31, 2012.
|
| |
Name | Number of
shares subject to
stock option
awards |
| Edward J. Wehmer | 13,424 |
| David A. Dykstra | 8,180 |
| Richard B. Murphy | 5,181 |
| David L. Stoehr | 3,356 |
| Lisa J. Pattis | 3,566 |
Performance-Based Restricted Stock Unit Awards and Performance-Based Cash Awards.
The performance-based restricted stock unit awards madeand performance-based cash awards will each be measured at the end of a performance period ending December 31, 2014. The number of shares issuable under the performance-based restricted stock unit awards and the amount of cash payable pursuant to NEOsthe performance-based cash awards will be determined by the Committee based on Company’s performance compared to pre-established performance goals relating to growth in net assets, return on average assets and growth in tangible book value. The threshold, target and maximum award opportunities for each named executive officer for the performance-based restricted stock unit and cash awards is set forth in the previous several years.following two tables:
Performance-Based Restricted Stock Unit Awards
|
| | | | |
Name | Number of shares—
Maximum
Performance | Number of shares
—Target
Performance | Number of shares
—Threshold
Performance |
| Edward J. Wehmer | 12,914 |
| 6,457 | 3,228 |
| David A. Dykstra | 7,870 |
| 3,935 | 1,967 |
| Richard B. Murphy | 4,984 |
| 2,492 | 1,246 |
David L. Stoehr1 | 3,228 |
| 1,614 | 807 |
| Lisa J. Pattis | 3,430 |
| 1,715 | 857 |
1 Mr. Stoehr’s opportunity is payable in cash in lieu of restricted stock unit awards
Performance-Based Cash Awards
|
| | | | | | | | | |
| Name | Amount payable
under performance-based cash awards—
Maximum Performance | Amount payable
under performance-based cash awards—
Target
Performance | Amount payable
under performance-based cash awards—
Threshold
Performance |
| Edward J. Wehmer |
| $800,000 |
|
| $400,000 |
|
| $200,000 |
|
| David A. Dykstra |
| $487,500 |
|
| $243,750 |
|
| $121,875 |
|
| Richard B. Murphy |
| $308,750 |
|
| $154,375 |
|
| $77,188 |
|
| David L. Stoehr |
| $200,000 |
|
| $100,000 |
|
| $50,000 |
|
| Lisa J. Pattis |
| $212,500 |
|
| $106,250 |
|
| $53,125 |
|
In January 2013, the Committee initiated a third performance cycle under the LTIP, for the period from January 1, 2013 through December 31, 2015.
Cash Incentive and Retention Plan. The Company has previously included cash awards under the Company’s CIRP as an element of the Company’s long-term incentive compensation program. The CIRP allows usthe Company to provide equity-like cash compensation to our NEOs and other senior executives. Awards under the CIRP may be earned pursuant to the achievement of performance criteria established by the Committee and/or continued employment. The performance criteria established by the Committee must relate to one or more of the criteria specified in the Plan, which include: earnings, earnings growth, revenues, stock price, return on assets, return on equity, improvement of financial ratings, achievement of balance sheet or income statement objectives and expenses. These criteria may relate to the Company, a particular line of business or a specific subsidiary of the Company.
AwardsIn 2008, Mr. Wehmer, Mr. Dykstra and Mr. Murphy received grants under the CIRP are an important componentprogram which vested on December 31, 2012. Each of our long-term incentive payments, as they result in less dilution to shareholders than stock options and RSUs, and may be used when the availability of stock options and RSUs is limited.
The Company granted a CIRP award in 2010 to Ms. Gleason as an employment inducement awardthese awards were conditioned upon her hire, with respect to the 2010-2014 performance cycle. Under the terms of her award, Ms. Gleason is eligible to receive a target award of $100,000 based on the achievement of cumulative earnings per share criteria. The target awards were $215,000, $195,000 and $72,000 for Mr. Wehmer, Mr. Dykstra and Mr. Murphy, respectively. The target cumulative earnings per share over the five-yearfive year performance cycle. Ms. Gleason’speriod was $15.04 per share for Mr. Wehmer, with a maximum payout of 240% of target for cumulative earnings per share in excess of $20.00 per share. The target cumulative earnings per share over the five year performance period was $13.00 per share for Mr. Dykstra and Mr. Murphy, with a maximum payout of 300% of target for cumulative earnings per share in excess of $20.00 per share. The awards vested ratably over the five year period. In addition, Mr. Wehmer’s award also includeshad a minimum payout feature, which entitled him to a payment equal to Ms. Gleason’sof his vested percentage of herhis target award multiplied by 100% plus the compound annual interest rate based on the 91-day
40
Treasury bill rate for the period from January 1, 20102008 through December 31, 2014, or if earlier,2012.
In December 2012, the date as of whichCommittee approved the minimum payment amount is being determined. Ms. Gleason annually vests in 20% increments. The cumulative earnings per sharepayouts under the CIRP awards which vested on December 31, 2012. Consequently, on December 31, 2012, Mr. Wehmer received $217,615 pursuant to the minimum payout feature of his 2008 CIRP award. In January 2013, the Committee determined that the threshold performance targets for the 2010-2014 performance cycle aregoals set forth in the following table:
| | | | | | | | |
Cumulative Earnings Per Share Performance Grid (2010-2014 Performance Cycle) |
Compound | | Cumulative | | |
Annual | | Earnings | | Multiple of Target |
Growth Rate Range | | per Share | | Award (Ms. Gleason) |
20.0% or greater | | $22.24 or greater | | | 240 | % |
17.5% - 19.99% | | $ | 20.73 - $22.23 | | | | 210 | % |
15.0% - 17.49% | | $ | 19.31 - $20.72 | | | | 180 | % |
12.5% - 14.99% | | $ | 17.97 - $19.30 | | | | 140 | % |
10.0% - 12.49% | | $ | 16.72 - $17.96 | | | | 110 | % |
<10.0% | | | <$16.72 | | | | (1 | ) |
| | |
(1) | | Ms. Gleason’s award in the event the Company’s achievement of a compound annual growth rate and cumulative earnings per share of less than 10.00% and $16.72, respectively, is equal to Ms. Gleason’s vested target award multiplied by 100% plus the compound annual interest rate based on the 91-day Treasury bill as in effect from January 1, 2010 through the date on which the payout amount is being determined. |
Under the terms of Ms. Gleason’s CIRP award agreement, she is entitledagreements had not been met, and no additional payments were made under the 2008 CIRP awards to certain paymentsMr. Wehmer, Mr. Dykstra or Mr. Murphy.
As noted above, in 2012, long-term incentive compensation was delivered through the eventCompany’s LTIP and, accordingly, none of termination of employment or a change in control. See the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement for further information regarding these payments.named executive officers received 2012 CIRP awards.
Perquisites and Other Benefits.Our NEOs receive various perquisites provided by or paid for by us that we believe are reasonable, competitive and consistent with the Company’s overall compensation philosophy. In 2010,2012, these perquisites included: car allowances or Company-owned automobiles, club dues, life insurance and supplemental long-term disability. Our NEOs were also eligible for a 401(k) employer match on the same terms as all other employees of the Company.
The Committee reviews the perquisites provided to its NEOs on a regular basis, in an attempt to ensure that they continue to be appropriate in light of the Committee’s overall goal of designing a compensation program for NEOs that maximize the interests of our shareholders. Attributed costs of the personal benefits described above for the NEOs for the fiscal year ended December 31, 20102012 are included in column (i) of the “Summary“2012 Summary Compensation Table” below.
Post-Termination Compensation
We have entered into employment agreements with each of our NEOs that provide for post-termination compensation. These agreements provide for payments and other benefits if the NEO’s employment terminates for a qualifying event or circumstance, such as being terminated without “Cause” or leaving employment for “Constructive Termination,” as these terms are defined in the employment agreements. Additionally, the employment agreements provide for the payment of enhanced severance benefits if the NEO’s employment is terminated within eighteen months of a “Change-in-Control” (as defined in the agreements) of the Company. Additional information regarding the employment agreements, including a definition of key terms and a quantification of benefits that would have been received by our NEOs had termination occurred on December 31, 2010,2012, is found under the heading “Potential Payments upon Termination or Change of Control” on page 5439 of this Proxy Statement.
The Committee believes that these employment arrangements are an important part of overall compensation for our NEOs and will help to secure the continued employment and dedication of our NEOs, notwithstanding any concern that they might have at such time regarding their own continued employment, prior to or following a change of control. These agreements also contain restrictive covenants, including non-compete and non-solicitation provisions, which protect the Company’s interests in its client and employee relationships. The Committee also believes that these agreements are important as a recruitment and retention device, as all or nearly all of the companies with which we compete for executive talent have similar agreements in place for their senior employees.
41
Additional Compensation Policies
Clawback Policy.As a result of our prior participation in TARP, Wintrust adopted a clawback policy which made bonus and incentive compensation paid to the NEOs during the period the Treasury maintained an equity interest in the Company subject to recovery by Wintrust if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric. The Emergency Economic Stabilization Act of 2008, as amended, and regulations issued by Treasury thereunder (“EESA”), expanded this clawback provision to cover the next 20 most highly compensated employees, and provides for recovery of any bonus, retention award, or incentive compensation based on statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate.
In December 2010, we adopted a revised clawback policy applicable to our executive officers that became effective upon our repayment of the Department of the Treasury’s preferred stock investment in the Company. The revised policy provides that the Company may recover any payment made to a then current executive officer, or an individual who became a former executive officer following the adoption of such policy, if the payment was predicated upon achieving certain financial results that were subsequently the subject of a material negative restatement caused by the intentional misconduct of the executive officer. In such event the Company may recover the amount by which any annual or long-term paymentpayments or awardawards made or granted exceeded what would have been awarded or granted based on restated financials. In addition, the Company may recover any profits realized on the sales of securities received by such executive officer pursuant to such awards.
In addition, the clawback provision of the Sarbanes-Oxley Act of 2002, which provides that if the Company is required to restate its financials as a result of misconduct, requires Mr. Wehmer and Mr. Stoehr to reimburse the Company for bonuses or other incentive-based or equity-based compensation and profits realized in the 12 months after the financial information was first publicly issued or filed with the SEC.
Impact of Section 162(m).Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the certain “covered employees.” The “covered employees” generally consist of a company’s Chief Executive Officer orand the other NEOs (other than the Chief Financial Officer). This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation. Because the Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards of Section 162(m) when necessary to enable the Company to continue to attract, retain and motivate highly-qualified executives, it reserves the authority to approve potentially non-deductible compensation as it deems appropriate.
Policy Regarding Excessive or Luxury Expenditures.As required by TARP, our Our Board adopted a policy designed to eliminate or prevent any excessive or luxury expenditures, including excessive expenditures on entertainment or events, office and facility renovations, aviation or other transportation services. Despite repayment of TARP and our exit from the CPP, the Company has determined to continue this policy. A copy of this policy is available on our website, www.wintrust.com.
Practices RegardingTax Gross-Up Provisions. Effective May 20, 2009, the GrantCompany adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change of Options.The Company has followed a practice of making a majority of all option grants tocontrol.
Shareholder Say on Pay Vote. During its NEOs on a single date each yearcompensation review process, the Committee considers whether the Company’s executive compensation and intends to have a practice of generally making all option grants to its NEOs on a single date each year, its regularly scheduled meetingbenefits program are in January. The January meeting date has historically occurred within two weeks followingline with the issuanceinterests of the news release reporting our earningsCompany’s shareholders. In that respect, the Committee considered the approval by approximately 97.8% of the votes cast for the previous fiscal year. The Committee believesCompany’s “say on pay” proposal at the Company’s prior annual meeting of shareholders and determined that it isthe Company’s executive compensation philosophy, compensation objectives, and compensation elements continued to be appropriate that annual awards be made at a time when material information regarding our performance forand did not make any changes to the preceding year has been disclosed. The Company does not otherwise have anyCompany’s executive compensation program plan or practice to time annual option grants to its executives in coordination with the release of material non-public information.
While the bulk of our option awards to NEOs have historically been made pursuant to our annual grant program, the Committee retains the discretion to make additional awards to NEOs at other times, in connection with the initial hiring of a new officer, for retention purposes or otherwise. We referresponse to such grants as “ad hoc” awards. The Company does not have any program, plan or practice to time ad hoc awards in coordination with the release of material non-public information.vote.
All equity awards made to our NEOs, or any of our other employees or Directors (except for payment of director fees under the Directors Deferred Fee and Stock Plan (the “Director Plan”)), are made pursuant to our 2007 Plan. All options under the 2007 Plan were granted with an exercise price equal to the fair market value of our Common Stock on the date of grant. Fair market value is defined under the 2007 Plan to be the average of the highest and the lowest quoted selling prices on Nasdaq on the relevant valuation date or, if there were no sales on
42
the valuation date, on the next preceding date on which such selling prices were recorded on the date of grant. Although, for days on which Nasdaq is closed, we set exercise prices based on the prior day’s stock price, we do not have any program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date. While the incentive plans permit delegation of the Committee’s authority to grant options in certain circumstances, all grants to NEOs were made by the Committee itself or the full Board and not pursuant to delegated authority. Under TARP, our continuing NEOs were ineligible to receive option grants during 2010. Ms. Gleason received an option grant as part of her employment inducement award upon her hire in 2010, at which time Ms. Gleason was not a NEO.
Prohibition on Hedging and Short Selling.The Company’s executive officers and Directors are prohibited from engaging in selling short our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.
Prohibition on Pledging Stock. In April 2013, the Company adopted a policy prohibiting Directors and executive officers from pledging any of the Company’s securities. The policy provides that pledges in existence as of January 1, 2013 may stay in effect so long as they are extinguished by January 1, 2015.
Stock Ownership Policy.We strongly encourage our NEOs to acquire and own our common shares. In order to strengthen the alignment of interests between our executive officers and shareholders and further promote our commitment to sound corporate governance, in January 2011, we adopted significant stock ownership guidelines for our executive officers.
Under the stock ownership guidelines, our Chief Executive Officer and other NEOs are expected to accumulate shares of our Common Stock to meet the applicable ownership level within five years of the later of January 27, 2011 or their election or appointment (the “Measurement Date”). For purposes of the guidelines, “shares” include shares owned by the executive or the executive’s immediate family members residing in the same household, including shares held in Wintrust’sthe Company’s 401(k) plan or employee stock purchase plan, shares held in trust for the benefit of the executive or the executive’s family, shares obtained through stock option exercise, and deferred shares, non-vested shares of restricted stock and RSUsrestricted stock units granted under the 2007 Plan. To meet the required level, the executive must have acquired and must hold shares having a value equal to the applicable level. The ownership guidelines are indicated in the following table.
| | |
Title | |
Title | Guideline |
| Chief Executive Officer | | 6 times base salary |
| Chief Operating Officer and Chief Credit Officer | | 3 times base salary |
| Other Named Executive Officers | | 1 times base salary |
The Committee will review an executive’s progress toward achieving the applicable guideline approximately two and one-half years before the executive’s Measurement Date. An executive’s progress toward the applicable ownership requirement is expected to be approximately 20% per year. If the Committee determines that an executive has not demonstrated sufficient progress toward compliance with the applicable guideline, it may take appropriate action. Our Chief Executive Officer currently owns in excess of the amount required under our stock ownership guidelines.
For our Directors, our Corporate Governance Guidelines provide that Directors should own, within three years of becoming a Director, shares having a value of at least three times the annual retainer fee paid to Directors. The current annual retainer fee is $30,000. Eachguidelines and each of our Directorsremaining NEOs either meets or is currently inmaking progress as expected toward compliance with these share ownership guidelines.the applicable guideline.
Additional Factors Affecting
2012 Summary Compensation Table
Former Participation in the U.S. Department of the Treasury’s Capital Purchase Program
In December 2008, we became a participant in TARP. Such participation ended in December 2010 upon our repayment of Treasury’s preferred stock investment. However, prior to repayment we were subject to certain compensation requirements under the EESA. The EESA imposed a number of restrictions that affected our five most highly-compensated senior executive officers, which were the same as our NEOs, and certain of our next most highly compensated employees. The restrictions included the following:
43
| • | | we could not pay any bonus, retention award or incentive compensation, other than restricted stock awards that do not account for more than one-third of an executive’s total annual compensation, to any of our NEOs or the ten next most highly-compensated employees; |
|
| • | | we could not make any severance or change of control payments to any of our NEOs or any of the five next most highly-compensated employees, except for services performed and benefits accrued; |
|
| • | | we had to structure executive compensation to exclude incentives for our NEOs to take unnecessary and excessive risks that threatened the value of the Company; |
|
| • | | we had to limit the size of any deduction for compensation expenses that we claimed under Section 162(m) of the Internal Revenue Code to $500,000 annually per NEO; |
|
| • | | we were prohibited from making tax gross-up payments to our NEOs and our next twenty most highly compensated employees, except for payments made pursuant to tax equalization agreements; |
|
| • | | we were required to maintain a policy requiring us to recover any bonus or incentive compensation paid to our NEOs or next twenty most highly compensated employees based on statements of earnings, gains or other performance criteria that were later proven to be materially inaccurate, which we refer to as a clawback policy; |
|
| • | | we had to adopt a company-wide policy regarding excessive or luxury expenditures; and |
|
| • | | we were required to provide our shareholders an annual non-binding vote on our executive compensation program. |
The EESA also prohibited the use of any compensation plan that would encourage the manipulation of our reported earnings to enhance employee compensation, and required that our Chief Executive Officer and Chief Financial Officer provide annual certifications of our compliance with these provisions. It also required us to provide annual disclosure to Treasury and the Federal Reserve regarding perquisites paid by the Company.
In compliance with Treasury regulations, the Committee met with the Company’s senior risk officers in December 2009 and September 2010 to conduct risk assessments related to the Company’s senior executive officer compensation plans and its other employee compensation plans. As discussed in the Compensation Committee Report set forth following this Compensation Discussion and Analysis section, in each case the Committee concluded that the Company’s incentive plans did not encourage our senior executive officers or employees to take unnecessary and excessive risks that threatened the value of the Company, that the Company’s employee compensation plans did not encourage unnecessary risks, that there was no need to eliminate features of plans encouraging earnings manipulation, and, more generally, that no changes to the plans were required for these purposes.
2011 Compensation Program Design
The Committee and management are working with Deloitte to revise the design of the Company’s incentive compensation programs to align the interests of the Company’s executives with the interests of shareholders, provide a compensation opportunity, foster retention and link pay to performance. Furthermore, the Company and Deloitte will re-evaluate executive officer pay mix and recalibrate the performance payout curve under the 2007 Plan. The Company’s discussion and analysis of compensation for 2011 will address these additional changes.
Economic Uncertainty
The economic downturn and its effects on the Company and the financial system will make it difficult for the Committee to set appropriate Company and individual performance criteria for compensation purposes. Additionally, continued economic volatility, and its effects on our Company’s stock price, may cause the value of stock options and RSUs that we have awarded to our NEOs to fall below levels that the Committee deems necessary to provide appropriate performance and retention incentives for such officers. Accordingly, the Committee will continue to exercise discretion in determining compensation for our NEOs to ensure that we continue to meet our compensation philosophies and objectives.
44
COMPENSATION COMMITTEE REPORT
Overview
The Compensation Committee of the Board of Directors of Wintrust Financial Corporation oversees Wintrust Financial Corporation’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.
In reliance on the review and discussions referred to above, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and the Company’s Proxy Statement to be filed in connection with the Company’s 2011 Annual Meeting of Shareholders, each of which will be filed with the SEC.
Risk Review
For most of 2010 the Company was a participant in the CPP portion of TARP. As required by TARP, the Committee met with the Company’s senior risk officers in December 2009 and September 2010 to conduct risk assessments related to the Company’s senior executive officer (“SEO”) compensation plans and its other employee compensation plans. These assessments focused on three issues: (1) whether the compensation for the SEOs of the Company encourages them to take unnecessary and excessive risks that threaten the value of the Company; (2) whether the Company’s employee compensation plans pose unnecessary risks to the Company; and (3) whether there was any need to eliminate any features of these plans to the extent that they encouraged the manipulation of reported earnings of the Company to enhance the compensation of any employee.
In connection with this review, the Company’s chief risk officer, its Executive Vice President — Risk Management, met with the Committee to discuss the material features of the compensation plans of the Company’s senior risk officers and the Company’s employees generally, all in the context of risks presented by each to the Company. Among other things, the Company reviewed plans providing for fixed and variable compensation, including commissions compensation arrangements applicable to employees of Wintrust Wealth Management and Wintrust Mortgage Company.
For each of the incentive plans reviewed, the Committee considered, among other things, how the level and structure of compensation compares to the peer group, if there is an appropriate balance between fixed and variable pay, the selection of performance criteria, the relationship between those criteria and the payouts, and the safeguards imposed by the Company’s stringent internal controls. Based on this review and analysis and input from the Company’s senior risk officers, the Committee concluded that the Company’s incentive plans do not encourage our SEOs or employees to take unnecessary and excessive risks that threaten the value of the Company, that the Company’s employee compensation plans do not encourage unnecessary risks, that there was no need to eliminate features of plans as the Committee determined that the plans did not contain features that encourage earnings manipulation, and, more generally, that no changes to the plans are required for these purposes.
In June 2010 financial industry regulators adopted new incentive compensation risk management principles. Using experience under the TARP rules, during 2010 our management developed a risk management process to apply those new principles to the Company’s incentive plans. It is expected that in 2011 all of the Company’s plans with material inherent risk and covered by the new regulatory principles will be integrated into that new risk management process.
Senior Executive Officer Compensation Plans
The Committee and the senior risk officers reviewed the operation of the Company’s 2010 executive compensation program, including the annual bonus program, the long-term incentive compensation program and the CIRP. Following its review, the Committee and the senior risk officers concluded that the SEO compensation plans do not encourage unnecessary and excessive risk-taking that threatens the value of the Company or the manipulation of reported earnings. In making the foregoing determination, the Committee and senior risk officers considered the following:
| • | | Balance between fixed and incentive compensation.As a result of a review undertaken by the Committee in previous years, the 2010 compensation program placed a greater emphasis on the long-term |
45
| | | incentive portion of executive compensation and pay-for-performance. Even with such greater emphasis, the Committee seeks to achieve a balance between fixed, short-term and long-term compensation such that no single component creates an incentive for the executive to jeopardize the other components by taking unnecessary risks. For this reason the Committee determined that the balance between fixed and long-term incentive compensation creates disincentives to executives to take on unnecessary risks in order to achieve short-term results. |
|
| • | | Performance criteria.The Committee uses return on tangible equity as compared to budget as the primary performance criteria for its long-term incentive compensation program, net earnings for its annual bonus program and growth in earnings per share over time for the CIRP. These and other criteria used were reviewed and recommended by the Committee’s expert executive compensation consultants, Towers Perrin. The Committee believes that this combination of criteria creates disincentives to executives to take on unnecessary risks in order to achieve short term results, as taking unnecessary risks to achieve short-term results could negatively impact the ability of the Company to reach the criteria set forth for grants made under the long-term incentive program. |
|
| • | | Discretionary portion of incentive compensation.The Committee retains complete negative discretion with respect to incentive compensation, despite the achievement of goals, if a determination is made that the goals were achieved outside of the framework of the guidelines, or if a determination is made that while the goals were achieved, the performance fell short of that required for an incentive award. In the past, the Committee has exercised this discretion when, in its view, overall Company performance has not met expectations. One other reason for such a downward adjustment could be the determination that a goal was achieved primarily due to unnecessary and excessive risk-taking rather than core, prudent undertakings. |
|
| • | | Internal Control Processes. The Company’s culture of ethical conduct is supplemented by the safeguards imposed by our stringent system of financial reporting and risk management controls, including our accounting processes, internal and external audit functions, our internal control over the financial reporting process, our disclosure control processes and our Corporate Code of Ethics and Senior Financial Officer Code of Ethics. |
|
| • | | Limited use of incentive compensation in 2010.Due to the restrictions under TARP prior to repayment, the Committee had a limited ability to use equity as compensation during 2010. |
|
| • | | Shareholder Alignment. In order to strengthen the alignment of interests between the SEOs and shareholders, in January 2011 the Committee adopted stock ownership guidelines for our SEOs. See “Executive Compensation—Additional Compensation Policies—Stock Ownership Policy” above. |
Based upon these factors and the ability of the Committee to use its discretion to reduce actual incentive payments, the Committee concluded that the SEO compensation plans do not create an incentive for SEOs to take excessive risks.
Employee Compensation Plans
In addition to the compensation plans for the SEOs, the Company maintains various other employee compensation plans, some of which are discretionary in nature as to the amounts to be paid thereunder and some for which the amounts to be paid thereunder is based on a formula, or a combination of these approaches. Each of these plans was reviewed by the Committee as described above. As a result of this review, it was determined that risk management oversight, internal control processes, governance procedures currently in place and the discretionary nature of many of the compensation plans collectively served to ensure that the compensation plans do not encourage excessive risk-taking activities or the manipulation of earnings.
Certification
In accordance with the requirements of TARP, in which the Company was a participant for most of 2010, the Committee certifies that during 2010:
| (1) | | It reviewed with senior risk officers the SEO compensation plans and made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Company; |
46
| (2) | | It reviewed with senior risk officers the employee compensation plans and made all reasonable efforts to limit any unnecessary risks these plans pose to the Company; and |
|
| (3) | | It reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any employee. |
COMPENSATION COMMITTEE
| | |
|
ALBIN F. MOSCHNER (Chair) | | JOSEPH F. DAMICO |
BRUCE K. CROWTHER | | CHARLES H. JAMES III |
47
2010 SUMMARY COMPENSATION TABLE
The following table summarizes compensation awarded to, earned by or paid to our NEOs for 2010, 20092012, 2011 and 2008.2010. The section of this Proxy Statement entitled “Compensation Discussion and& Analysis” describes in greater detail the information reported in this table and the objectives and factors considered in setting NEO compensation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Change in | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Non- | | Pension Value | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Equity | | and | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Incentive | | Nonqualified | | All | | |
| | | | | | | | | | | | | | | | | | | Option | | Plan | | Deferred | | Other | | |
| | | | | | | Salary | | Bonus | | Stock Awards | | Awards | | Compensation | | Compensation | | Compensation | | Total |
| | | Year | | ($) | | ($)(1) | | ($)(1)(2) | | ($)(3) | | ($)(4) | | Earnings ($) | | ($)(5) | | ($) |
| Name and Principal Position (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
| Edward J. Wehmer | | | 2010 | | | | 1,000,000 | | | | 520,000 | | | | 849,976 | | | | — | | | | 43,172 | | | | — | | | | 26,763 | | | | 2,439,911 | |
| President & Chief | | | 2009 | | | | 900,000 | | | | — | | | | 50,000 | | | | — | | | | 43,236 | | | | — | | | | 26,946 | | | | 1,020,182 | |
| Executive Officer | | | 2008 | | | | 791,667 | | | | — | | | | — | | | | 102,431 | | | | 44,841 | | | | — | | | | 21,350 | | | | 960,289 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David A. Dykstra | | | 2010 | | | | 750,000 | | | | 375,000 | | | | 649,989 | | | | — | | | | — | | | | — | | | | 27,008 | | | | 1,801,997 | |
| Senior Executive Vice | | | 2009 | | | | 675,000 | | | | — | | | | 37,500 | | | | — | | | | — | | | | — | | | | 24,177 | | | | 736,677 | |
| President & Chief Operating Officer | | | 2008 | | | | 592,500 | | | | — | | | | — | | | | 91,050 | | | | — | | | | — | | | | 24,217 | | | | 707,767 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Richard B. Murphy | | | 2010 | | | | 450,000 | | | | 225,000 | | | | 224,979 | | | | — | | | | — | | | | — | | | | 12,693 | | | | 912,672 | |
| Executive Vice | | | 2009 | | | | 413,750 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,174 | | | | 424,924 | |
| President & Chief Credit Officer | | | 2008 | | | | 363,750 | | | | 50,000 | | | | 29,985 | | | | 73,978 | | | | — | | | | — | | | | 7,912 | | | | 525,625 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David L. Stoehr | | | 2010 | | | | 368,750 | | | | 135,000 | | | | 164,982 | | | | — | | | | — | | | | — | | | | 13,115 | | | | 681,847 | |
| Executive Vice | | | 2009 | | | | 315,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,798 | | | | 326,798 | |
| President & Chief Financial Officer | | | 2008 | | | | 248,333 | | | | 47,000 | | | | 21,985 | | | | — | | | | — | | | | — | | | | 16,305 | | | | 333,623 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Leona A. Gleason | | | 2010 | | | | 343,894 | | | | 225,000 | (6) | | | 153,775 | | | | 146,354 | | | | 20,080 | | | | — | | | | 12,698 | | | | 901,801 | |
| Executive Vice President | | | 2009 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| & Chief Administrative Officer | | | 2008 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
|
| | | | | | | | | | | | | | | | | | |
Name and Principal Position (a) | Year
(b) | Salary
($)
(c) |
| Bonus
($)(1)
(d) |
| | Stock
Awards
($)(1)(2)
(e) |
| Option
Awards
($)(3)
(f) |
| Non-
Equity
Incentive
Plan
Compensation
($)(4)
(g) |
| Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
(h) |
| All
Other
Compensation
($)(5)
(i) |
| Total
($)
(j) |
|
Edward J. Wehmer
President & Chief Executive Officer | 2012 | 1,000,000 |
| 750,000 |
| | 332,037 |
| 200,000 |
| 43,043 |
| — |
| 39,592 |
| 2,364,672 |
|
| 2011 | 1,000,000 |
| 468,000 |
| | 838,314 |
| 200,000 |
| 43,323 |
| — |
| 30,929 |
| 2,580,566 |
|
| 2010 | 1,000,000 |
| 520,000 |
| | 849,976 |
| — |
| 43,172 |
| — |
| 26,763 |
| 2,439,911 |
|
David A. Dykstra
Senior Executive Vice President & Chief Operating Officer | 2012 | 750,000 |
| 485,000 |
| | 209,889 |
| 121,875 |
| — |
| — |
| 26,648 |
| 1,593,412 |
|
| 2011 | 750,000 |
| 312,000 |
| | 553,095 |
| 121,875 |
| — |
| — |
| 27,273 |
| 1,764,243 |
|
| 2010 | 750,000 |
| 375,000 |
| | 649,989 |
| — |
| — |
| — |
| 27,008 |
| 1,801,997 |
|
Richard B. Murphy
Executive Vice President & Chief Credit Officer | 2012 | 472,917 |
| 300,000 |
| | 130,009 |
| 77,188 |
| — |
| — |
| 14,894 |
| 995,008 |
|
| 2011 | 450,000 |
| 187,200 |
| | 323,113 |
| 73,125 |
| — |
| — |
| 13,780 |
| 1,047,218 |
|
| 2010 | 450,000 |
| 225,000 |
| | 224,979 |
| — |
| — |
| — |
| 12,693 |
| 912,672 |
|
David L. Stoehr
Executive Vice President & Chief Financial Officer | 2012 | 399,167 |
| 225,000 |
| | 86,309 |
| 50,000 |
| — |
| — |
| 14,471 |
| 774,947 |
|
| 2011 | 388,333 |
| 128,700 |
| | 98,721 |
| 48,750 |
| — |
| — |
| 9,552 |
| 674,056 |
|
| 2010 | 368,750 |
| 135,000 |
| | 164,982 |
| — |
| — |
| — |
| 13,115 |
| 681,847 |
|
Lisa J. Pattis (6)
Executive Vice President, General Counsel & Secretary | 2012 | 425,000 |
| 250,000 |
| | 68,522 |
| 53,125 |
| — |
| — |
| 16,360 |
| 813,007 |
|
| 2011 | 144,936 |
| 179,600 | (7) | 232,463 |
| 142,431 |
| — |
| — |
| 4,090 |
| 703,520 |
|
| 2010 | — |
| — |
| | — |
| — |
| — |
| — |
| — |
| — |
|
| | |
| (1) | | The amounts shown in these columns for 2012 include annual bonus awards made in restricted stock units in January 2012 with respect to 2011 performance as well as cash annual bonus awards made in December 2012 with respect to 2012 performance. The amounts shown in these columns for 2011 include annual bonus awards made in restricted stock units in January 2011 with respect to 2010 performance as well as cash annual bonus awards made in January 2012 with respect to 2011 performance. The amounts shown in these columns for 2010 include annual bonus awards made in restricted stock in January 2010 with respect to 2009 performance as well as cash annual bonus awards made in January 2011 with respect to 2010 performance.performance.. As required by TARP, all 2009 annual bonuses for NEOs were paid exclusively in restricted stock. Because such payments were made in January 2010 pursuant to Section 111(b)(3)(D) of the Emergency Economic Stabilization Act of 2008, as amended (“EESA”),EESA, they appear in the Summary Compensation Table attributed to 2010 in the Stock Awards column. Amounts shown in the following table reflect cash and restricted stock annual bonus awards made to our NEOs for 2009 and 2010 performance, attributed to the year in which such annual bonus awards were earned rather than when such annual bonus awards were made. |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Stock | | Total |
| | | | | | | Salary | | Bonus | | Awards | | Compensation |
| Named Executive Officer | | Year | | ($) | | ($) | | ($) | | ($) |
| Edward J. Wehmer | | | 2010 | | | | 1,000,000 | | | | 520,000 | | | | 100,000 | | | | 1,689,935 | |
| | | | 2009 | | | | 900,000 | | | | — | | | | 799,976 | | | | 1,770,158 | |
| David A. Dykstra | | | 2010 | | | | 750,000 | | | | 375,000 | | | | 75,000 | | | | 1,227,008 | |
| | | | 2009 | | | | 675,000 | | | | — | | | | 612,489 | | | | 1,311,666 | |
| Richard B. Murphy | | | 2010 | | | | 450,000 | | | | 225,000 | | | | — | | | | 687,693 | |
| | | | 2009 | | | | 413,750 | | | | — | | | | 224,979 | | | | 649,903 | |
| David L. Stoehr | | | 2010 | | | | 368,750 | | | | 135,000 | | | | — | | | | 516,865 | |
| | | | 2009 | | | | 315,000 | | | | — | | | | 164,982 | | | | 491,780 | |
| Leona A. Gleason | | | 2010 | | | | 343,894 | | | | 225,000 | | | | 153,775 | | | | 901,801 | |
| | | | 2009 | | | | — | | | | — | | | | — | | | | — | |
48
| | |
| (2) | | The amounts shown in this column constitute RSUs or salary sharefor 2012 constitutes the portion of the 2011 bonus granted in 2012 in the form of restricted stock units and performance-based stock awards granted under the Company’s LTIP. All awards were granted under the 2007 PlanPlan. The restricted stock units and performance-based stock awards are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). and, in the case of the performance-based stock awards, are reported based on the probable achievement of the performance-based vesting conditions. If the highest achievement level is attained for the performance-based stock awards, the maximum amounts that will be received with respect to the these awards are as follows: Mr. Wehmer, $400,000; Mr. Dykstra, $243,750; Mr. Murphy, $154,376; Mr. Stoehr, $100,000; and Ms. Pattis, $106,250. The aggregate grant date fair value of the RSU or salary share stock unitequity awards represents the average of the high and low sale prices of the Company’s Common Stock on the date of grant, as reported by Nasdaq,NASDAQ, multiplied by the number of RSUs or salary sharerestricted stock units granted to the NEOs. The 2010 amounts relate to (a) salary share stock units granted for Mr. Wehmer and Mr. DykstraNEOs, or, in the amountscase of $100,000 and $75,000, respectively, and (b) the performance-based stock awards, disclosed in note (1) above. The 2009 amounts relate to salary share stock unit awards and the 2008 amounts relate to RSU awards.target level of the award. |
|
| | | | | | | | | |
Named Executive Officer | Year | RSUs
($) | LTIP
Performance
Stock Awards
($) | Salary Share Stock
($) | Total
Stock Awards
($) |
| Edward J. Wehmer | 2012 | 132,037 |
| 200,000 |
| — |
| 332,037 |
|
| | 2011 | 629,981 |
| 200,000 |
| 8,333 |
| 838,314 |
|
| | 2010 | 749,976 |
| — |
| 100,000 |
| 849,976 |
|
| David A. Dykstra | 2012 | 88,014 |
| 121,875 |
| — |
| 209,889 |
|
| | 2011 | 424,970 |
| 121,875 |
| 6,250 |
| 553,095 |
|
| | 2010 | 574,989 |
| — |
| 75,000 |
| 649,989 |
|
| Richard B. Murphy | 2012 | 52,821 |
| 77,188 |
| — |
| 130,009 |
|
| | 2011 | 249,988 |
| 73,125 |
| — |
| 323,113 |
|
| | 2010 | 224,979 |
| — |
| — |
| 224,979 |
|
| David L. Stoehr | 2012 | 36,309 |
| 50,000 |
| — |
| 86,309 |
|
| | 2011 | 49,971 |
| 48,750 |
| — |
| 98,721 |
|
| | 2010 | 164,982 |
| — |
| — |
| 164,982 |
|
| Lisa J. Pattis | 2012 | 15,397 |
| 53,125 |
| — |
| 68,522 |
|
| | 2011 | 232,463 |
| — |
| — |
| 232,463 |
|
| | 2010 | — |
| — |
| — |
| — |
|
| |
| (3) | | The amounts shown in this column constitute options granted under the 2007 Plan. Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during such fiscal year. The accounting policy and assumptions for stock-based compensation are described in Notes 1 and 19 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2010.2012. |
| |
| (4) | | The amounts shown represent the portion of the awards under the CIRP which have fully vested but payment has been deferred.in 2012. |
| |
| (5) | | Amounts in this column include the value of the following perquisites paid to the NEOs in 2010, 2009 and 2008.2012. Perquisites are valued at actual amounts paid to each provider of such perquisites. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Club | | | | | | | | |
| | | | | | | Corporate | | Memberships | | Life | | Supplemental | | 401(k) Plan | | |
| | | | | | | Automobile | | Not Exclusively | | Insurance | | Long-Term | | Matching | | |
| | | | | | | Usage | | For Business Use | | Premiums | | Disability | | Contribution | | |
| Named Executive Officer | | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | Total |
| Edward J. Wehmer | | | 2010 | | | | 5,952 | | | | 7,698 | | | | 8,054 | | | | 1,059 | | | | 4,000 | | | | 26,763 | |
| | | | 2009 | | | | 6,814 | | | | 7,612 | | | | 7,438 | | | | 1,082 | | | | 4,000 | | | | 26,946 | |
| | | | 2008 | | | | 6,906 | | | | 6,976 | | | | 2,299 | | | | 1,169 | | | | 4,000 | | | | 21,350 | |
| David A. Dykstra | | | 2010 | | | | 18,473 | | | | — | | | | 4,535 | | | | — | | | | 4,000 | | | | 27,008 | |
| | | | 2009 | | | | 17,623 | | | | — | | | | 2,554 | | | | — | | | | 4,000 | | | | 24,177 | |
| | | | 2008 | | | | 19,024 | | | | — | | | | 1,193 | | | | — | | | | 4,000 | | | | 24,217 | |
| Richard B. Murphy | | | 2010 | | | | 2,699 | | | | 2,047 | | | | 3,947 | | | | — | | | | 4,000 | | | | 12,693 | |
| | | | 2009 | | | | 1,778 | | | | 2,143 | | | | 3,253 | | | | — | | | | 4,000 | | | | 11,174 | |
| | | | 2008 | | | | 1,367 | | | | 1,476 | | | | 1,069 | | | | — | | | | 4,000 | | | | 7,912 | |
| David L. Stoehr | | | 2010 | | | | 6,192 | | | | — | | | | 2,923 | | | | — | | | | 4,000 | | | | 13,115 | |
| | | | 2009 | | | | 5,991 | | | | — | | | | 1,807 | | | | — | | | | 4,000 | | | | 11,798 | |
| | | | 2008 | | | | 9,411 | | | | 2,113 | | | | 781 | | | | — | | | | 4,000 | | | | 16,305 | |
| Leona A. Gleason | | | 2010 | | | | 7,378 | | | | — | | | | 1,320 | | | | — | | | | 4,000 | | | | 12,698 | |
| | | | 2009 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2008 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
|
| | | | | | | | |
Named Executive Officer | Corporate
Automobile
Usage
($) | Club
Memberships
Not Exclusively
For Business Use
($) | Life
Insurance
Premiums
($) | Supplemental
Long-Term
Disability
($) | 401(k) Plan
Matching
Contribution
($) | Total
($) |
| Edward J. Wehmer | 14,657 | 11,360 |
| 8,495 | 1,080 |
| 4,000 | 39,592 |
| David A. Dykstra | 17,860 | — |
| 4,788 | — |
| 4,000 | 26,648 |
| Richard B. Murphy | 3,840 | 2,144 |
| 4,910 | — |
| 4,000 | 14,894 |
| David L. Stoehr | 7,297 | — |
| 3,174 | — |
| 4,000 | 14,471 |
| Lisa J. Pattis | 12,000 | — |
| 360 | — |
| 4,000 | 16,360 |
| | |
| (6) | | The amount shown includesMs. Pattis commenced employment with the $100,000 employment inducement award paid to Ms. Gleason upon her hire.Company on August 30, 2011. |
49
(7) The amount shown consists of (i) a $125,000 employment inducement award paid to Ms. Pattis upon her hire and (ii) the portion of Ms. Pattis’ 2011 annual bonus paid in cash.
2010 GRANTS OF PLAN-BASED AWARDS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Estimated Future Payouts | | Estimated Future Payouts | | | | | | | | | | |
| | | | | | | | | | | Under Non-Equity Incentive | | Under Equity Incentive Plan | | | | | | | | | | |
| | | | | | | | | | | Plan Awards | | Awards | | All | | All | | | | | | Grant |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other | | Other | | | | | | Date |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock | | Option | | | | | | Fair |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Awards: | | Awards: | | Exercise | | Value of |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of | | Number of | | or Base | | Stock and |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares of | | Securities | | Price of | | Option |
| | | Grant | | Approval | | | | | | | | | | | | | | | | | | | | | | | | | | Stock or | | Underlying | | Option | | Awards |
| | | Date | | Date | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Units (1) | | Options | | Awards | | ($/Sh) |
| Name | | | | | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | (#) | | ($/Sh) | | (2) |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) | | (m) |
| Edward J. Wehmer | | | 1/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 134 | | | | — | | | | — | | | | 4,167 | |
| | | | 1/28/10 | | | | 1/28/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 21,138 | | | | — | | | | — | | | | 749,976 | |
| | | | 1/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 116 | | | | — | | | | — | | | | 4,167 | |
| | | | 2/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 129 | | | | — | | | | — | | | | 4,167 | |
| | | | 2/28/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 123 | | | | — | | | | — | | | | 4,167 | |
| | | | 3/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 119 | | | | — | | | | — | | | | 4,167 | |
| | | | 3/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 111 | | | | — | | | | — | | | | 4,167 | |
| | | | 4/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 105 | | | | — | | | | — | | | | 4,167 | |
| | | | 4/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 108 | | | | — | | | | — | | | | 4,167 | |
| | | | 5/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 106 | | | | — | | | | — | | | | 4,167 | |
| | | | 5/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 116 | | | | — | | | | — | | | | 4,167 | |
| | | | 6/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 119 | | | | — | | | | — | | | | 4,167 | |
| | | | 6/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 121 | | | | — | | | | — | | | | 4,167 | |
| | | | 7/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 116 | | | | — | | | | — | | | | 4,167 | |
| | | | 7/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 133 | | | | — | | | | — | | | | 4,167 | |
| | | | 8/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 144 | | | | — | | | | — | | | | 4,167 | |
| | | | 8/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 146 | | | | — | | | | — | | | | 4,167 | |
| | | | 9/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 135 | | | | — | | | | — | | | | 4,167 | |
| | | | 9/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 128 | | | | — | | | | — | | | | 4,167 | |
| | | | 10/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 131 | | | | — | | | | — | | | | 4,167 | |
| | | | 10/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 138 | | | | — | | | | — | | | | 4,167 | |
| | | | 11/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 136 | | | | — | | | | — | | | | 4,167 | |
| | | | 11/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 145 | | | | — | | | | — | | | | 4,167 | |
| | | | 12/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 133 | | | | — | | | | — | | | | 4,167 | |
| | | | 12/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 125 | | | | — | | | | — | | | | 4,167 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David A. Dykstra | | | 1/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 101 | | | | — | | | | — | | | | 3,125 | |
| | | | 1/28/10 | | | | 1/28/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,206 | | | | — | | | | — | | | | 574,989 | |
| | | | 1/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 86 | | | | — | | | | — | | | | 3,125 | |
| | | | 2/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 97 | | | | — | | | | — | | | | 3,125 | |
| | | | 2/28/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 92 | | | | — | | | | — | | | | 3,125 | |
| | | | 3/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 89 | | | | — | | | | — | | | | 3,125 | |
| | | | 3/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84 | | | | — | | | | — | | | | 3,125 | |
| | | | 4/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 79 | | | | — | | | | — | | | | 3,125 | |
| | | | 4/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 81 | | | | — | | | | — | | | | 3,125 | |
| | | | 5/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 80 | | | | — | | | | — | | | | 3,125 | |
| | | | 5/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 86 | | | | — | | | | — | | | | 3,125 | |
| | | | 6/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 89 | | | | — | | | | — | | | | 3,125 | |
| | | | 6/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 91 | | | | — | | | | — | | | | 3,125 | |
| | | | 7/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 87 | | | | — | | | | — | | | | 3,125 | |
| | | | 7/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100 | | | | — | | | | — | | | | 3,125 | |
50
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Estimated Future Payouts | | Estimated Future Payouts | | | | | | | | | | |
| | | | | | | | | | | Under Non-Equity Incentive | | Under Equity Incentive Plan | | | | | | | | | | |
| | | | | | | | | | | Plan Awards | | Awards | | All | | All | | | | | | Grant |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other | | Other | | | | | | Date |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock | | Option | | | | | | Fair |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Awards: | | Awards: | | Exercise | | Value of |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of | | Number of | | or Base | | Stock and |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares of | | Securities | | Price of | | Option |
| | | Grant | | Approval | | | | | | | | | | | | | | | | | | | | | | | | | | Stock or | | Underlying | | Option | | Awards |
| | | Date | | Date | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Units (1) | | Options | | Awards | | ($/Sh) |
| Name | | | | | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | (#) | | ($/Sh) | | (2) |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) | | (m) |
| | | | 8/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 108 | | | | — | | | | — | | | | 3,125 | |
| | | | 8/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 109 | | | | — | | | | — | | | | 3,125 | |
| | | | 9/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 102 | | | | — | | | | — | | | | 3,125 | |
| | | | 9/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 96 | | | | — | | | | — | | | | 3,125 | |
| | | | 10/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 98 | | | | — | | | | — | | | | 3,125 | |
| | | | 10/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 104 | | | | — | | | | — | | | | 3,125 | |
| | | | 11/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 101 | | | | — | | | | — | | | | 3,125 | |
| | | | 11/30/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 109 | | | | — | | | | — | | | | 3,125 | |
| | | | 12/15/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100 | | | | — | | | | — | | | | 3,125 | |
| | | | 12/31/10 | | | | 8/14/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 93 | | | | — | | | | — | | | | 3,125 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Richard B. Murphy | | | 1/28/10 | | | | 1/28/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,341 | | | | — | | | | — | | | | 224,978 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David L. Stoehr | | | 1/28/10 | | | | 1/28/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,650 | | | | — | | | | — | | | | 164,982 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Leona A. Gleason | | | 1/4/10 | | | | 1/4/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,000 | | | | 30.76 | | | | 146,354 | |
| | | | 1/4/10 | | | | 1/4/10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,000 | | | | — | | | | — | | | | 153,775 | |
| | | | 1/4/10 | | | | 1/4/10 | | | | 100,000 | (3) | | | — | (3) | | | 240,000 | (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
2012 Grants of Plan-Based Awards Table
|
| | | | | | | | | | | | | | | | | | | | | | |
Name (a) | Grant
Date
(b) | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1) | Estimated Future Payouts
Under Equity Incentive
Plan
Awards (2) | All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (3)
(#)
(j) | All
Other
Option Awards: Number of
Securities
Underlying
Options (4)
(#)
(k) | Exercise
or Base
Price of
Option
Awards
($/Sh)
(l) | Grant
Date
Fair
Value of
Stock and
Option
Awards
($/Sh)
(5)
(m) |
Approval
Date
(c) | Threshold
($)
(d) | Target
($)
(e) | Maximum
($)
(f) | Threshold
(#)
(g) | Target
(#)
(h) | Maximum
(#)
(i) |
| Edward J. Wehmer | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| 4,262 |
| — |
| — |
| 132,037 |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 13,424 |
| 30.98 |
| 200,000 |
|
| | 1/26/12 | 1/26/12 | 200,000 |
| 400,000 |
| 800,000 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| 3,228 |
| 6,457 |
| 12,914 |
| — |
| — |
| — |
| 200,000 |
|
| David A. Dykstra | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| 2,841 |
| — |
| — |
| 88,014 |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 8,180 |
| 30.98 |
| 121,875 |
|
| | 1/26/12 | 1/26/12 | 121,875 |
| 243,750 |
| 487,500 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| 1,967 |
| 3,935 |
| 7,870 |
| — |
| — |
| — |
| 121,875 |
|
| Richard B. Murphy | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| 1,705 |
| — |
| — |
| 52,821 |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 5,181 |
| 30.98 |
| 77,188 |
|
| | 1/26/12 | 1/26/12 | 77,188 |
| 154,375 |
| 308,750 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| 1,246 |
| 2,492 |
| 4,984 |
| — |
| — |
| — |
| 77,188 |
|
| David L. Stoehr | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| 1,172 |
| — |
| — |
| 36,309 |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,356 |
| 30.98 |
| 50,000 |
|
| | 1/26/12 | 1/26/12 | 50,000 |
| 100,000 |
| 200,000 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| 807 |
| 1,614 |
| 3,228 |
| — |
| — |
| — |
| 50,000 |
|
| Lisa J. Pattis | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| 497 |
| — |
| — |
| 15,397 |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,566 |
| 30.98 |
| 53,125 |
|
| | 1/26/12 | 1/26/12 | 53,125 |
| 106,250 |
| 212,500 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | 1/26/12 | 1/26/12 | — |
| — |
| — |
| 857 |
| 1,715 |
| 3,430 |
| — |
| — |
| — |
| 53,125 |
|
| | |
| (1) | The amounts in this column represent long-term performance cash awards that will be earned at the end of the performance period ending December 31, 2014 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible common book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award. |
| |
| (2) | The amounts in this column represent performance-based restricted stock unit awards that will be earned at the end of the performance period ending December 31, 2014 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets, |
annual growth rate in assets and growth rate in tangible book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.
| |
| (3) | The amounts shown in this column constitute RSUs or salary sharerestricted stock units granted in January 2012 under the 2007 Plan. The amounts relate to (a) salary share stock unitsdiscretionary short-term incentive awards granted for Mr. Wehmer and Mr. Dykstra in the amounts of $100,000 and $75,000, respectively, and (b) annual bonus awards made in restricted stock to each NEO in the form of time-vested restricted stock units in lieu of cash as required by TARP.bonus relating to 2011 performance. The RSUs reported in this column vest on the one year anniversary of the date of grant. |
| |
| (4) | The amounts in this column represent option awards granted to the NEOs pursuant to the 2012 LTIP and granted under the 2007 Plan. One-third of the 2012 LTIP stock option awards made to each NEO will vest ratably over three years. |
| |
(2) | (5) | The aggregateamounts in this column are valued based on the grant date fair value of the RSU or salary share stock unit awards representsaward calculated in accordance with FASB ASC Topic 718 and, in the averagecase of the high and low sale pricesperformance awards, are based on the probable outcome of the Company’s Common Stock on the date of grant, as reported by Nasdaq, multiplied by the number of RSUs or salary share stock units grantedapplicable performance conditions. See Notes 2 and 3 to the NEOs. |
|
(3) | | This amount represents the employment inducement award under the CIRP paid to Ms. Gleason upon her hire. The form of award made to Ms. Gleason under the CIRP does not provide2012 Summary Compensation Table for a target award but does contain a minimum and maximum payout as noteddiscussion of the relevant assumptions used in calculating the table.grant date fair value. |
51
Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table
All equity awards made to our NEOs are made pursuant to our 2007 Plan. All options under the 2007 Plan were granted with an exercise price equal to the fair market value of our Common Stock on the date of grant. Fair market value is defined under the 2007 Plan to be the average of the highest and the lowest quoted selling prices on NASDAQ on the relevant valuation date or, if there were no sales on the valuation date, on the next preceding date on which such selling prices were recorded on the date of grant. For days on which NASDAQ is closed, we set exercise prices based on the prior day’s stock price, and we do not have any program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date. While the incentive plans permit delegation of the Committee’s authority to grant options in certain circumstances, all grants to NEOs were made by the Committee itself or the full Board and not pursuant to delegated authority.
Each of our NEOs is subject to an employment agreement with the Company. The initial terms under the employment agreements of Messrs. Wehmer, Dykstra and Murphy expired in 2011, and the initial term of Mr. Stoehr’s employment agreement expired in 2009. However, each NEO’s agreement automatically renews for successive three-year terms, in the case of Messrs. Wehmer, Dykstra and Murphy, and one-year terms in the case of Mr. Stoehr, unless either the NEO or the Company provides notice of non-renewal at least 60 days prior to the expiration of the then-current term. The initial term under the employment agreement of Ms. Pattis continues until 2014, after which the agreement shall automatically renew for successive one-year terms, unless either Ms. Pattis or the Company provides notice of non-renewal at least 60 days prior to the expiration of the then-current term. However, if a change of control occurs, the then-current term of each NEO automatically extends for the greater of (i) the amount of time remaining on such NEO’s initial term or (ii) two years from the date of the change of control. If the term is extended due to a change of control, such extension will be further extended automatically for successive three-year terms, in the case of Messrs. Wehmer, Dykstra and Murphy, and one-year terms in the case of Mr. Stoehr and Ms. Pattis, unless either the NEO or the Company provides notice of non-renewal at least 60 days prior to the expiration of the then-current term.
2012 Outstanding Equity Awards at Fiscal Year-End Table
2010 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table sets forth information for each NEO with respect to (1) each stock option to purchase common shares that has not been exercised and remained outstanding at December 31, 20102012 and (2) each award of RSUsrestricted stock units that has not vested and remained outstanding at December 31, 2010.2012.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Options Awards | | Stock Awards |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Plan |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity | | Awards: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive | | Market or |
| | | | | | | | | | | Equity | | | | | | | | | | | | | | | | | | Plan | | Payout |
| | | | | | | | | | | Incentive | | | | | | | | | | | | | | | | | | Awards: | | Value of |
| | | | | | | | | | | Plan | | | | | | | | | | Number of | | Market | | Number of | | Unearned |
| | | | | | | | | | | Awards: | | | | | | | | | | Shares or | | Value of | | Unearned | | Shares, |
| | | Number of | | Number of | | Number of | | | | | | | | | | units of | | Shares or | | Shares, | | Units or |
| | | Securities | | Securities | | Securities | | | | | | | | | | Stock | | Units of | | Units or | | Other |
| | | Underlying | | Underlying | | Underlying | | | | | | | | | | That | | Stock | | Other | | Rights |
| | | Unexercised | | Unexercised | | Unexercised | | Option | | Option | | Have Not | | That | | Rights That | | That |
| | | Options | | Options | | Unearned | | Exercise | | Expiration | | Vested | | Have Not | | Have Not | | Have Not |
| Name | | (#)(1) | | (#) | | Options | | Price | | Date | | (#) (2) | | Vested | | Vested | | Vested |
| (a) | | Exercisable (b) | | (c) | | (#)(d) | | ($)(e) | | (f) | | (g) | | ($)(h) | | (#)(i) | | ($)(j) |
| Edward J. Wehmer | | | 180,000 | | | | — | | | | — | | | | 18.81 | | | | 1/22/12 | | | | 21,138 | | | | 698,188 | | | | — | | | | — | |
| | | | 50,000 | | | | — | | | | — | | | | 45.46 | | | | 12/22/13 | | | | — | | | | — | | | | — | | | | — | |
| | | | 3,600 | | | | 5,400 | | | | — | | | | 33.06 | | | | 1/24/15 | | | | — | | | | — | | | | — | | | | — | |
| David A. Dykstra | | | 21,000 | | | | — | | | | — | | | | 18.81 | | | | 1/22/12 | | | | 16,206 | | | | 535,284 | | | | — | | | | — | |
| | | | 15,000 | | | | — | | | | — | | | | 45.46 | | | | 12/22/13 | | | | — | | | | — | | | | — | | | | — | |
| | | | 60,000 | | | | — | | | | — | | | | 54.92 | | | | 1/25/15 | | | | — | | | | — | | | | — | | | | — | |
| | | | 3,200 | | | | 4,800 | | | | — | | | | 33.06 | | | | 1/24/15 | | | | — | | | | — | | | | — | | | | — | |
| Richard B. Murphy | | | 4,999 | | | | — | | | | — | | | | 18.81 | | | | 1/22/12 | | | | 10,000 | | | | 330,300 | | | | — | | | | — | |
| | | | 42,000 | | | | — | | | | — | | | | 43.20 | | | | 10/30/13 | | | | 6,341 | | | | 209,443 | | | | — | | | | — | |
| | | | 1,000 | | | | — | | | | — | | | | 45.46 | | | | 12/22/13 | | | | — | | | | — | | | | — | | | | — | |
| | | | 2,600 | | | | 3,900 | | | | — | | | | 33.06 | | | | 1/24/15 | | | | — | | | | — | | | | — | | | | — | |
| David L. Stoehr | | | 12,750 | | | | — | | | | — | | | | 18.81 | | | | 1/22/12 | | | | 4,650 | | | | 153,590 | | | | — | | | | — | |
| | | | 10,000 | | | | — | | | | — | | | | 30.57 | | | | 10/24/12 | | | | — | | | | — | | | | — | | | | — | |
| | | | 1,000 | | | | — | | | | — | | | | 45.46 | | | | 12/22/13 | | | | — | | | | — | | | | — | | | | — | |
| Leona A. Gleason | | | — | | | | 10,000 | | | | — | | | | 30.76 | | | | 1/4/17 | | | | 5,000 | | | | 165,150 | | | | — | | | | — | |
|
| | | | | | | | | | | | | | | | |
| | Options Awards | Stock Awards |
Name (a) | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable (b) | Number of
Securities
Underlying
Unexercised
Options
(#)(1)
(c) | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(d) | Option
Exercise
Price
($)(e) | Option
Expiration
Date
(f) | Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#) (2)
(g) | Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(h) | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)(3)(i) | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(j) |
| Edward J. Wehmer | 50,000 |
| — |
| — |
| 45.46 |
| 12/22/13 | 12,531 |
| 459,888 |
| 6,010 (4) | 220,567 |
|
| | 7,200 |
| 1,800 |
| — |
| 33.06 |
| 1/24/15 | 4,262 |
| 156,415 |
| 6,457 (5) | 236,972 |
|
| | 8,370 |
| 4,185 |
| — |
| 33.28 |
| 8/03/18 | — |
| — |
| — | — |
|
| | — |
| 13,424 |
| — |
| 30.98 |
| 1/26/19 | — |
| — |
| — | — |
|
| David A. Dykstra | 15,000 |
| — |
| — |
| 45.46 |
| 12/22/13 | 8,453 |
| 310,225 |
| 3,662 (4) | 134,395 |
|
| | 60,000 |
| — |
| — |
| 54.92 |
| 1/25/15 | 2,841 |
| 104,265 |
| 3.935 (5) | 144,415 |
|
| | 6,400 |
| 1,600 |
| — |
| 33.06 |
| 1/24/15 | — |
| — |
| — | — |
|
| | 5,102 |
| 2,549 |
| — |
| 33.28 |
| 8/03/18 | — |
| — |
| — | — |
|
| | — |
| 8,180 |
| — |
| 30.98 |
| 1/26/19 | — |
| — |
| — | — |
|
| Richard B. Murphy | 42,000 |
| — |
| — |
| 43.20 |
| 10/30/13 | 4,972 |
| 182,472 |
| 2,197 (4) | 80,630 |
|
| | 1,000 |
| — |
| — |
| 45.46 |
| 12/22/13 | 1,705 |
| 62,574 |
| 2,492 (5) | 91,456 |
|
| | 5,200 |
| 1,300 |
| — |
| 33.06 |
| 1/24/15 | — |
| — |
| — | — |
|
| | 3,060 |
| 1,530 |
| — |
| 33.28 |
| 8/03/18 | — |
| — |
| — | — |
|
| | — |
| 5,181 |
| — |
| 30.98 |
| 1/26/19 | — |
| — |
| — | — |
|
| David L. Stoehr | 1,000 |
| — |
| — |
| 45.46 |
| 12/22/2013 | 994 |
| 36,480 |
| 1,465 (4) | 53,766 |
|
| | 2,040 |
| 1,020 |
| — |
| 33.28 |
| 8/3/2018 | 1,172 |
| 43,012 |
| 1,614 (5) | 59,234 |
|
| | — |
| 3,356 |
| — |
| 30.98 |
| 1/26/2019 | — |
| — |
| 0 | — |
|
| | | | | | | — |
| — |
| 0 | — |
|
| Lisa J. Pattis | 2,000 |
| 8,000 |
| — |
| 31 |
| 8/30/2018 | 5,000 |
| 183,500 |
| 1,715 (5) | 62,941 |
|
| | — |
| 3,566 |
| — |
| 30.98 |
| 1/26/2019 | 497 |
| 18,240 |
| 0 | — |
|
| | |
| (1) | | The following table provides information with respect to the vesting of each NEO’s outstanding non-equity incentive plan options: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Award Type | | 1/4/11 | | 1/24/11 | | 1/4/12 | | 1/24/12 | | 1/4/13 | | 1/24/13 | | 1/4/14 | | 1/4/15 |
| Edward J. Wehmer | | Stock Options | | | — | | | | 1,800 | | | | — | | | | 1,800 | | | | — | | | | 1,800 | | | | — | | | | — | |
| David A. Dykstra | | Stock Options | | | — | | | | 1,600 | | | | — | | | | 1,600 | | | | — | | | | 1,600 | | | | — | | | | — | |
| Richard B. Murphy | | Stock Options | | | — | | | | 1,300 | | | | — | | | | 1,300 | | | | — | | | | 1,300 | | | | — | | | | — | |
| David L. Stoehr | | Stock Options | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Leona A. Gleason | | Stock Options | | | 2,000 | | | | — | | | | 2,000 | | | | — | | | | 2,000 | | | | — | | | | 2,000 | | | | 2,000 | |
|
| | | | | | | | | | | | | | | | |
Name | Award Type | 1/24/13 | 1/26/13 | 8/30/13 | 12/31/13 | 1/26/14 | 8/30/14 | 1/26/15 | 8/30/15 | 8/30/16 |
| Edward J. Wehmer | Stock Options | 1,800 |
| 4,475 | — |
| 4,185 |
| 4,475 | — |
| 4,474 | — |
| — |
|
| David A. Dykstra | Stock Options | 1,600 |
| 2,727 | — |
| 2,549 |
| 2,727 | — |
| 2,726 | — |
| — |
|
| Richard B. Murphy | Stock Options | 1,300 |
| 1,727 | — |
| 1,530 |
| 1,727 | — |
| 1,727 | — |
| — |
|
| David L. Stoehr | Stock Options | — |
| 1,119 | — |
| 1,020 |
| 1,119 | — |
| 1,118 | — |
| — |
|
| Lisa J. Pattis | Stock Options | — |
| 1,189 | 2,000 |
| — |
| 1,189 | 2,000 |
| 1,188 | 2,000 |
| 2,000 |
|
| | |
| (2) | | The following table provides information with respect to the vesting of each NEO’s outstanding shares of RSUs:restricted stock unit awards: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Award Type | | 1/4/11 | | 7/25/11 | | 1/4/12 | | 1/28/12 | | 7/25/12 | | 1/4/13 |
| Edward J. Wehmer | | Restricted Stock Units | | | — | | | | — | | | | — | | | | 21,138 | | | | — | | | | — | |
| David A. Dykstra | | Restricted Stock Units | | | — | | | | — | | | | — | | | | 16,206 | | | | — | | | | — | |
| Richard B. Murphy | | Restricted Stock Units | | | — | | | | 5,000 | | | | — | | | | 6,341 | | | | 5,000 | | | | — | |
| David L. Stoehr | | Restricted Stock Units | | | — | | | | — | | | | — | | | | 4,650 | | | | — | | | | — | |
| Leona A. Gleason | | Restricted Stock Units | | | 1,667 | | | | — | | | | 1,667 | | | | — | | | | — | | | | 1,666 | |
52
|
| | | | | | | | | | |
Name | Award Type | 1/26/13 | 1/27/13 | 8/30/13 | 1/27/14 | 8/30/14 |
| Edward J. Wehmer | Restricted Stock Units | 4,262 | 6,266 |
| — |
| 6,265 |
| — |
|
| David A. Dykstra | Restricted Stock Units | 2,841 | 4,227 |
| — |
| 4,226 |
| — |
|
| Richard B. Murphy | Restricted Stock Units | 1,705 | 2,487 |
| — |
| 2,485 |
| — |
|
| David L. Stoehr | Restricted Stock Units | 1,172 | 497 |
| — |
| 497 |
| — |
|
| Lisa J. Pattis | Restricted Stock Units | 497 | — |
| 2,500 |
| — |
| 2,500 |
|
(3) The amounts in this column represent performance based restricted stock unit awards that will be earned at the end of the respective performance periods based on the Company’s achievement of performance objectives at target level relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible common book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.
(4) Vests based on performance during the period from August 3, 2008 through December 31, 2013.
(5) Vests based on performance during the period from January 1, 2012 through December 31, 2014.
2012 Option Exercises and Stock Vested Table
2010 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth information for each NEO with respect to exercises of stock options and the vesting of stock awards during 2010,2012, and the value realized upon such exercise or vesting.
| | | | | | | | | | | | | | | | | |
| | | Option Awards | | Stock Awards |
| | | Number of | | | | | | Number of Shares | | |
| | | Shares | | Value Realized | | Acquired on | | Value Realized |
| | | Acquired on | | on | | Vesting | | on Vesting |
| Name | | Exercise (#) | | Exercise ($) | | (1)(#) | | (2)($) |
| (a) | | (b) | | (c) | | (d) | | (e) |
| Edward J. Wehmer | | | — | | | | — | | | | 63,017 | | | | 2,252,827 | |
| David A. Dykstra | | | — | | | | — | | | | 44,262 | | | | 1,558,528 | |
| Richard B. Murphy | | | — | | | | — | | | | 6,000 | | | | 195,250 | |
| David L. Stoehr | | | — | | | | — | | | | 333 | | | | 11,598 | |
| Leona A. Gleason | | | — | | | | — | | | | — | | | | — | |
|
| | | | | | |
| | Option Awards | Stock Awards |
Name (a) | Number of
Shares
Acquired on
Exercise (#)
(b) | Value Realized
on
Exercise (1) ($)
(c) | Number of Shares
Acquired on
Vesting
(2)(#)
(d) | Value Realized
on Vesting
(3)($)
(e) |
| Edward J. Wehmer | 180,000 |
| 2,242,206 |
| 27,404 | 848,291 |
| David A. Dykstra | 21,000 |
| 261,591 |
| 20,433 | 632,504 |
| Richard B. Murphy | 4,999 |
| 62,271 |
| 13,828 | 456,571 |
| David L. Stoehr | 22,750 |
| 226,773 |
| 5,147 | 159,325 |
| Lisa J. Pattis | — |
| — |
| 2,500 | 93,750 |
| | |
| (1) | The value realized on the exercise of stock options represents the pre-tax difference between the option exercise price and the market price determined by calculating the average of the high and low market price of the Common Stock on the date of exercise, multiplied by the number of shares of the Common Stock covered by the stock options exercised. |
| |
| (2) | Represents the vesting of RSUs under the Company’s 1997 Stock Incentive Plan and 2007 Plan and the award of fully vested salary sharerestricted stock units under the Company’s 2007 Plan. |
| |
(2) | (3) | The value realized on the vesting of RSUs and salary sharerestricted stock units represents the average of the high and low market price of the Common Stock on the date of vesting, as reported by Nasdaq,NASDAQ, multiplied by the number of RSUs or salary sharerestricted stock units as applicable, that vested. |
2012 Nonqualified Deferred Compensation Table
2010 NONQUALIFIED DEFERRED COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Aggregate |
| | | | | | | | | | | Aggregate | | | | | | Balance |
| | | Executive | | Registrant | | Earnings | | Aggregate | | at Last |
| | | Contributions | | Contributions | | in Last | | Withdrawals / | | Fiscal |
| | | in Last Fiscal | | in Last Fiscal | | Fiscal | | Distributions | | Year End |
| Name | | Year ($) | | Year ($) | | Year ($) | | ($) | | ($) |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) |
| Edward J. Wehmer | | | — | | | | 43,000 | (1) | | | 172 | | | | — | | | | 131,249 | |
| | | | — | | | | 1,627,425 | (2) | | | (141,075 | ) | | | — | | | | 1,486,350 | |
| | | | — | | | | 177,103 | (2) | | | (11,953 | ) | | | — | | | | 165,150 | |
| David A. Dykstra | | | — | | | | 1,239,718 | (2) | | | (83,668 | ) | | | — | | | | 1,156,050 | |
| Richard B. Murphy | | | — | | | | — | | | | — | | | | — | | | | — | |
| David L. Stoehr | | | — | | | | — | | | | — | | | | — | | | | — | |
| Leona A. Gleason | | | — | | | | 20,000 | (1) | | | 80 | | | | — | | | | 20,080 | |
|
| | | | | | | | | | |
Name | Executive
Contributions
in Last Fiscal Year ($) | Registrant
Contributions
in Last Fiscal
Year ($) | Aggregate
Earnings
in Last
Fiscal
Year ($) | Aggregate
Withdrawals /
Distributions
($) | Aggregate
Balance
at Last
Fiscal
Year End
($) |
| (a) | (b) | (c) | (d) | (e) | (f) |
| Edward J. Wehmer (1) | — |
| 43,000 |
| 43 |
| (217,615) |
| — |
|
| | — |
| — |
| 389,250 |
| — |
| 1,651,500 (2) |
|
| | — |
| — |
| 43,250 |
| — |
| 183,500 (2) |
|
| David A. Dykstra | — |
| — |
| 302,750 |
| — |
| 1,284,500 (2) |
|
| Richard B. Murphy | — |
| — |
| — |
| — |
| — |
|
| David L. Stoehr | — |
| — |
| — |
| — |
| — |
|
| Lisa J. Pattis | — |
| — |
| — |
| — |
| — |
|
| | |
| (1) | This amount represents an award under the CIRP which has fully vested and for which payment was made at December 31, 2012 which was at the expiration of the five-year performance period under the CIRP. Amounts deferred under the CIRP were credited with interest equal to 91-day Treasury Bill Rate. The amounts reported in the columns entitled “Registrant Contributions in Last Fiscal Year” and “Aggregate Earnings in Last Fiscal Year” are reported in the 2012 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |
| |
| (2) | These amounts represent awards under the CIRP which have fully vested but payment has been deferred. |
|
(2) | | These amounts represent RSUrestricted stock unit awards which have vested but are not issuable.issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the executive is no longer subject to the deduction limits under Section 162(m) of the Internal Revenue Code. The amounts reported in the column entitled “Aggregate Earnings in Last Fiscal Year” represent the change in the value of the shares subject to the restricted stock unit awards from December 31, 2011 to December 30, 2012. |
53
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
As noted under “Compensation Discussion and& Analysis — Post-Termination Compensation” on page 4130 of this Proxy Statement, we have entered into employment agreements with each of our NEOs that provide for payments in connection with such NEO’s termination, whether upon a change of control or otherwise. The benefits to be provided to the NEOs under the employment agreements in each of those situations are described below, including a summary of payments that would have been required had a termination taken place on December 31, 2010, the last day of our most recent fiscal year.2012.
Payments Made upon Termination
The employment agreements provide for payments of certain benefits, as described below, upon the termination of the employment of an NEO. The NEO’s rights upon a termination of his or her employment depend upon the circumstances of the termination. Central to an understanding of the rights of each NEO under the employment agreements is an understanding of the definitions of ‘Cause’ and ‘Constructive Termination’ that are used in those agreements. For purposes of the employment agreements:
| • | | We haveCauseto terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his or her position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition. |
|
| • | | The NEO is said to have beenConstructively Terminated(and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his or her adjusted total compensation for the prior 12 months or (y) 75% of his or her adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have beenConstructively Terminatedif we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of Wintrust’s ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity. |
We have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his or her position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition.
The NEO is said to have been Constructively Terminated (and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his or her adjusted total compensation for the prior 12 months or (y) 75% of his or her adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have been Constructively Terminated if we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of the Company’s ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.
The employment agreements require, as a precondition to the receipt of these payments, that the NEO sign a standard form of release in which he or she waives all claims that he or she might have against us and certain associated individuals and entities. The employment agreements also include noncompete and nonsolicit provisions and confidentiality provisions that would apply for three years following the termination of employment of Messrs. Wehmer, Dykstra, Murphy and Stoehr, or two years following the termination of employment of Ms. Gleason.employment.
Payment Obligations for Termination with Cause
If aan NEO is terminated for Cause, he or she is entitled to receive amounts earned during the terms of employment. Such amounts include:
| • | | unpaid base salary through the date of termination; |
|
| • | | accrued but unused vacation or paid leave; |
|
| • | | earned but unpaid annual incentive compensation; and |
|
| • | | reimbursements. |
54
accrued but unused vacation or paid leave;
earned but unpaid annual incentive compensation; and
reimbursements.
Payment Obligations Upon Death or Permanent Disability
In the event of death or permanent disability of aan NEO, in addition to the items above:
| • | | Messrs. Wehmer, Dykstra, Murphy and Stoehr will be entitled to a payment equal to three times the sum of his base salary in effect at the time of his death or disability and the target cash and stock bonus awards to such NEO in the year of his death or disability, with such payments to be made, (i) in the case of death, in a lump sum within 30 days of the NEO’s death or (ii), in the case of permanent disability, ratably over 36 months, with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company; |
|
| • | | Ms. Gleason will be entitled to a payment equal to two times the sum of her base salary in effect at the time of her death or disability and the cash and stock bonus amount paid out or awarded to Ms. Gleason during the twelve-month period prior to her death or disability, with such payments to be made, (i) in the case of death, in a lump sum within 30 days of Ms. Gleason’s death or (ii), in the case of permanent disability, ratably over 24 months, with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company; and |
|
| • | | he or she will immediately vest in all outstanding awards under the Incentive Plans. |
he will immediately vest in all outstanding awards under the Company’s incentive plans.
Additionally, in the event of termination due to permanent disability:
| • | | Messrs. Wehmer, Dykstra and Murphy and Ms. Gleason will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (a) the date he or she becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (b) the date he or she becomes eligible for Medicare benefits; and |
|
| • | | Messrs. Wehmer, Dykstra and Murphy will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (a) the date he becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (b) the date he becomes eligible for Medicare benefits; and
Mr. Stoehr will continue to receive health insurance, including for qualified dependents, under the then current Company plan until the end of the 36-month period over which the severance payments described in the first bullet point of this subsection are made. |
Payment Obligations for Constructive Termination or Termination Without Cause
In the event of constructive termination or termination without cause of aan NEO, such NEO is entitled to the items listed above under “Payment Obligations for Termination with Cause” and “Payment Obligations Upon Death or Permanent Disability,” except that:
| • | | the payment to Messrs. Wehmer, Dykstra, Murphy and Stoehr described in the first bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 36-month period; |
|
| • | | the payment to Ms. Gleason described in the second bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 24-month period; |
|
| • | | outstanding option awards under the Incentive Plans will not immediately vest, but rather will remain exercisable until the earlier of (i) three months or (ii) the life of the award; |
|
| • | | unvested RSU awards will immediately be forfeited, with the exception of Mr. Murphy’s July 2007 and Ms. Gleason’s January 2010 RSU awards, which fully vest; |
|
| • | | Messr. Wehmer, Dykstra and Murphy and Ms. Gleason and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he or she becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (b) the date he or she becomes eligible for Medicare benefits; and |
|
| • | | Mr. Stoehr and his respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion, (b) the expiration of the maximum coverage period under COBRA or (c) the date he becomes eligible for Medicare benefits. |
55
Ms. Pattis will be entitled to a payment equal to three times the sum of her base salary in effect at the time of the termination of her employment and the annual incentive compensation award (not including any equity-based award or cash award with a vesting period of greater than one year) paid to Ms. Pattis during the 12-month period prior to the termination of her employment, with such payments to be made ratably over 36 months, with any such payment benefit reduced by the amount of any income earned by Ms. Pattis during such 36-month period; provided, however, that such amount paid to Ms. Pattis shall not be less than $8,333.34 per month;
outstanding option awards under the Company’s incentive plans will not immediately vest, but rather will remain exercisable until the earlier of (i) three months or (ii) the life of the award;
unvested RSU awards will immediately be forfeited, with the exception of the January 2011 and 2012 awards to Messrs. Wehmer, Dykstra, Murphy and Stoehr and Ms. Pattis and Ms. Pattis’ August 2011 award, each of which fully vest;
Messrs. Wehmer, Dykstra and Murphy and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (b) the date he becomes eligible for Medicare benefits; and
Mr. Stoehr, Ms. Pattis and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he or she becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion, (b) the expiration of the maximum coverage period under COBRA or (c) the date he or she becomes eligible for Medicare benefits.
Payment Obligations for Termination Without Cause or Constructive Termination Following a Change of Control
In the event of the constructive termination or termination without cause of aan NEO within eighteen months of a change of control, which is defined below, such NEO shall be entitled to the same payments and items described above under “Payment Obligations for Constructive Termination or Termination Without Cause,” however, such payments shall be made in a lump sum within 30 days of such termination. Additionally:
| • | | Pursuant to our Incentive Plans,Pursuant to our incentive plans, the NEO will be entitled to immediate vesting and lapsing of restrictions on all outstanding awards; |
|
| • | | Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes charged to the NEO as a result of the receipt of any change of control payment and such offset payment, within 30 days of the determination that such excise tax is due; and |
|
| • | | In the case of Mr. Stoehr and Ms. Gleason, such payment may be subject to reduction to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Code). |
Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes incurred by the NEO as a result of the receipt of any change of control payments and such offset payment, within 30 days of the determination that such excise tax is due; and
In the case of Mr. Stoehr and Ms. Pattis, such payment may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Internal Revenue Code) unless the change of control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment.
On May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change inof control. This policy does not apply to the employment agreements with Messrs. Wehmer, Dykstra and Murphy in effect at the time of adoption of such policy.
For purposes of a change of control, the NEO is said to have beenConstructively Terminated (and thereby gain access to the benefits described below) if wethe resulting employer were to (i) materially reduce the NEO’s duties and responsibilities, (ii) reduce the NEO’s adjusted total compensation to an amount less than (x) 100% of his or her adjusted total compensation for the prior 12 months or (y) 100% of his or her adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater, or (iii) following the change of control, deliver notice to such NEO that he or she will continue to be employed but his or her employment agreement will be rejected. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have beenConstructively Terminatedif we reduce, or assign such NEO duties substantively inconsistent with, his position,
authority, duties or responsibilities, including reductions occurring solely as a result of Wintrust’sthe Company’s ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.
“Change“Change of control” is defined in the NEOs’ employment agreements by reference to the 2007 Stock Incentive Plan, which defines change of control as any of the following events:
| • | | if any person acquires 50% or more of the Company’s outstanding Common Stock or of the combined voting power of the Company’s outstanding voting securities (other than securities acquired directly from the Company); |
|
| • | | if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board; |
|
| • | | the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or |
|
| • | | the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company. |
if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board;
the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or
the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.
Payment Obligations Under the Cash Incentive and Retention Plan
In 2008, the Company made awards under the CIRP to Mr. Wehmer, Mr. Dykstra and Mr. Murphy with respect to the 2008-2012 performance cycle. In 2010,2011, the Company made an award under the CIRP to Ms. GleasonPattis with respect to the 2010-20142011-2015 performance cycle. Under the terms of their awards, Mr. Wehmer, Mr. Dykstra, Mr. Murphy andher award, Ms. Gleason arePattis is entitled to certain payments upon various termination scenarios and a change inof control of the Company.
56
Under the terms of Mr. Wehmer’sMs. Pattis’ CIRP award agreement, heshe is entitled to a prorated CIRP award in the event of termination of his employment during the performance cycle as a result of disability or death. The prorated award is determined based on the Company’s compound annual growth rate of earnings per share through the year that coincides with or immediately precedes the date on which termination occurs multiplied by Mr. Wehmer’s vested percentage in the award. In the event of Mr. Wehmer’s termination not for cause, resignation from the Company or retirement, Mr. Wehmer is entitled to an amount equal to his minimum CIRP award. Mr. Wehmer’s minimum CIRP award is equal to Mr. Wehmer’s vested percentage of his target award multiplied by 100% plus the compound annual interest rate based on the 91-day Treasury bill rate for the period from January 1, 2008 through December 31, 2012, or if earlier, the date as of which the minimum CIRP award is being determined. In the event of Mr. Wehmer’s termination due to retirement, Mr. Wehmer is also entitled to an additional amount equal to the amount of the CIRP award that Mr. Wehmer would have earned at the end of the five-year performance cycle based on the Company’s actual performance multiplied by his vested percentage in the award. Mr. Wehmer is not entitled to any award under the CIRP in the event of his termination for cause. Mr. Wehmer annually vests in 20% increments.
Under the terms of Mr. Dykstra’s and Mr. Murphy’s CIRP award agreements, such NEO is entitled to a prorated CIRP award in the event of termination of hisher employment during the performance cycle as a result of disability, death, termination not for cause or resignation. The prorated award is determined based on the Company’s compound annual growth rate of earnings per share through the year that coincides with or immediately precedes the date on which termination occurs multiplied by such NEO’sher vested percentage in the award. In the event of Mr. Dykstra’s or Mr. Murphy’sMs. Pattis’ termination due to retirement, such NEOshe is entitled to a prorated award as well as an additional amount equal to the amount of the CIRP award that he would have earned at the end of the five-year performance cycle based on the Company’s actual performance multiplied by his vested percentage in the award. Such NEO is not entitled to any award under the CIRP in the event of his termination for cause. Mr. Dykstra and Mr. Murphy annually vest in 20% increments.
Under the terms of Ms. Gleason’s CIRP award agreement, she is entitled to a prorated CIRP award in the event of termination of her employment during the performance cycle as a result of disability or death. The prorated award is determined based on the Company’s compound annual growth rate of earnings per share through the year that coincides with or immediately precedes the date on which termination occurs multiplied by Ms. Gleason’s vested percentage in the award. In the event of Ms. Gleason’s termination not for cause, resignation from the Company or retirement, Ms. Gleason is entitled to an amount equal to her minimum CIRP award. Ms. Gleason’s minimum CIRP award is equal to Ms. Gleason’s vested percentage of her target award multiplied by 100% plus the compound annual interest rate based on the 91-day Treasury bill rate for the period from January 1, 2010 through December 31, 2014, or if earlier, the date as of which the minimum CIRP award is being determined. In the event of Ms. Gleason’s termination due to retirement, Ms. Gleason is also entitled to an additional amount equal to the amount of the CIRP award that Ms. Gleason would have earned at the end of the five-year performance cycle based on the Company’s actual performance multiplied by her vested percentage in the award. Ms. GleasonPattis is not entitled to any award under the CIRP in the event of her termination for cause. The CIRP award for Ms. GleasonPattis annually vests in 20% increments.
In the event of a change inof control of the Company, each of Mr. Wehmer, Mr. Dykstra, Mr. Murphy and Ms. Gleason arePattis is entitled to an award equal to an amount determined based on the Company’s compound annual growth rate of earnings per share through the year that coincides with or immediately precedes the date on which the change inof control occurs.
The table below shows potential payments to the NEOs if terminated upon death or permanent disability, for Constructive Termination or without Cause, in connection with a Change inof Control and retirement. The amounts shown assume that termination was effective as of December 31, 2010,2012, and are estimates of the amounts that would be paid to the executives upon termination. All equity awards have been calculated using the closing stock price of the Company’s Common Stock on December 31, 20102012 of $33.03,$36.70, as reported on Nasdaq.NASDAQ. The actual amounts to be paid can only be determined at the actual time of an executive’s termination.
57
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Constructive | | | | | | | |
| | | | | | | | | | | | | Termination or | | | | | | | |
| | | | | | | | | | | | | Termination | | | | | | | |
| | | | | | | | | Permanent | | | Without | | | Change in | | | | |
| | | | | Death | | | Disability | | | Cause | | | Control | | | Retirement | |
| Name | | Type of Payment | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
| Edward J. Wehmer(1) | | Cash Severance Benefit(2) | | | 5,610,000 | | | | 5,610,000 | | | | 5,610,000 | | | | 5,610,000 | | | | — | |
| | | Value of Unvested and Accelerated Equity(3) | | | 698,188 | | | | 698,188 | | | | — | | | | 698,188 | | | | — | |
| | | Value of Cash Incentive and Retention Award(4) | | | 133,419 | | | | 133,419 | | | | 133,419 | | | | 222,364 | | | | 133,419 | |
| | | Benefit Continuation(5) | | | — | | | | 153,256 | | | | 153,256 | | | | 153,256 | | | | — | |
| | | Less Life Insurance Proceeds(6) | | | (2,700,000 | ) | | | — | | | | — | | | | — | | | | — | |
| | | Less Disability Insurance Proceeds(7) | | | — | | | | (720,000 | ) | | | — | | | | — | | | | — | |
| | | Excise Tax Gross-Up Payment(8) | | | — | | | | — | | | | — | | | | 2,136,747 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | TOTAL | | | 3,741,607 | | | | 5,874,863 | | | | 5,896,675 | | | | 8,820,555 | | | | 133,419 | |
| | | | | | | | | | | | | | | | | | |
| David A. Dykstra(1) | | Cash Severance Benefit(2) | | | 4,083,750 | | | | 4,083,750 | | | | 4,083,750 | | | | 4,083,750 | | | | — | |
| | | Value of Unvested and Accelerated Equity(3) | | | 535,284 | | | | 535,284 | | | | — | | | | 535,284 | | | | — | |
| | | Value of Cash Incentive and Retention Award | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Benefit Continuation(5) | | | — | | | | 97,430 | | | | 97,430 | | | | 97,430 | | | | — | |
| | | Less Life Insurance Proceeds(6) | | | (2,700,000 | ) | | | — | | | | — | | | | — | | | | — | |
| | | Less Disability Insurance Proceeds(7) | | | — | | | | (720,000 | ) | | | — | | | | — | | | | — | |
| | | Excise Tax Gross-Up Payment(8) | | | — | | | | — | | | | — | | | | 1,531,176 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | TOTAL | | | 1,919,034 | | | | 3,996,464 | | | | 4,181,180 | | | | 6,247,640 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| Richard B. Murphy(1) | | Cash Severance Benefit(2) | | | 2,227,500 | | | | 2,227,500 | | | | 2,227,500 | | | | 2,227,500 | | | | — | |
| | | Value of Unvested and Accelerated Equity(3) | | | 539,743 | | | | 539,743 | | | | 330,300 | | | | 539,743 | | | | — | |
| | | Value of Cash Incentive and Retention Award | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Benefit Continuation(5) | | | — | | | | 248,651 | | | | 248,651 | | | | 248,651 | | | | — | |
| | | Less Life Insurance Proceeds(6) | | | (2,025,000 | ) | | | — | | | | — | | | | — | | | | — | |
| | | Less Disability Insurance Proceeds(7) | | | — | | | | (720,000 | ) | | | — | | | | — | | | | — | |
| | | Excise Tax Gross-Up Payment(8) | | | — | | | | — | | | | — | | | | 909,707 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | TOTAL | | | 742,243 | | | | 2,295,894 | | | | 2,806,451 | | | | 3,925,601 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| David L. Stoehr(1) | | Cash Severance Benefit(2) | | | 1,776,000 | | | | 1,776,000 | | | | 1,776,000 | | | | 1,776,000 | | | | — | |
| | | Value of Unvested and Accelerated Benefit(3) | | | 153,590 | | | | 153,590 | | | | — | | | | 153,590 | | | | — | |
| | | Continuation(5) | | | — | | | | 56,298 | | | | 28,149 | | | | 28,149 | | | | — | |
| | | Less Life Insurance Proceeds(6) | | | (1,575,000 | ) | | | — | | | | — | | | | — | | | | — | |
| | | Less Disability Insurance Proceeds(7) | | | — | | | | (720,000 | ) | | | — | | | | — | | | | — | |
| | | Scaleback Adjustment(9) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | TOTAL | | | 354,590 | | | | 1,265,888 | | | | 1,804,149 | | | | 1,957,739 | | | | — | |
| | | | | | | | | | | | | | | | | | |
58
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Constructive | | | | | | | |
| | | | | | | | | | | | | Termination or | | | | | | | |
| | | | | | | | | | | | | Termination | | | | | | | |
| | | | | | | | | Permanent | | | Without | | | Change in | | | | |
| | | | | Death | | | Disability | | | Cause | | | Control | | | Retirement | |
| Name | | Type of Payment | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
| Leona A. Gleason(1) | | Cash Severance Benefit(2) | | | 690,000 | | | | 690,000 | | | | 690,000 | | | | 690,000 | | | | — | |
| | | Value of Unvested and Accelerated Equity(3) | | | 187,900 | | | | 187,900 | | | | 165,150 | | | | 187,900 | | | | — | |
| | | Value of Cash Incentive and Retention Award | | | 20,016 | | | | 20,016 | | | | 20,016 | | | | 100,080 | | | | — | |
| | | Benefit Continuation(5) | | | — | | | | 47,782 | | | | 47,782 | | | | 47,782 | | | | — | |
| | | Less Life Insurance Proceeds(6) | | | (710,000 | ) | | | — | | | | — | | | | — | | | | — | |
| | | Less Disability Insurance Proceeds(7) | | | — | | | | (480,000 | ) | | | — | | | | — | | | | — | |
| | | Scaleback Adjustment(9) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | TOTAL | | | 187,916 | | | | 465,698 | | | | 922,948 | | | | 1,025,762 | | | | — | |
| | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | |
Name | Type of Payment | Death
($) | Permanent
Disability
($) | Constructive
Termination or
Termination
Without
Cause ($) | Change of
Control
($) | Retirement
($) |
Edward J. Wehmer (1) | Cash Severance Benefit (2) | 5,100,000 |
| 5,100,000 |
| 5,100,000 |
| 5,100,000 |
| — |
|
| | Value of Unvested and Accelerated Equity(3) | 922,254 |
| 922,254 |
| 824,604 |
| 1,171,504 |
| 824,604 |
|
| | Value of Long-Term Cash Incentive Award | 367,816 |
| 367,816 |
| 367,816 |
| 800,000 |
| 367,816 |
|
| | Benefit Continuation(5) | — |
| 92,414 |
| 92,414 |
| 92,414 |
| — |
|
| | Less Life Insurance Proceeds(6) | (2,700,000) |
| — |
| — |
| — |
| — |
|
| | Less Disability Insurance Proceeds(7) | — |
| (720,000) |
| — |
| — |
| — |
|
| | Excise Tax Gross-Up Payment(8) | — |
| — |
| — |
| 2,154,413 |
| — |
|
| | TOTAL | 3,690,070 |
| 5,762,484 |
| 6,384,834 |
| 9,318,331 |
| 1,192,420 |
|
| | | | | | | |
David A. Dykstra (1) | Cash Severance Benefit (2) | 3,712,500 |
| 3,712,500 |
| 3,712,500 |
| 3,712,500 |
| — |
|
| | Value of Unvested and Accelerated Equity(3) | 602,759 |
| 602,759 |
| — |
| 754,648 |
| — |
|
| | Value of Long-Term Cash Incentive Award | 224,138 |
| 224,138 |
| — |
| 487,500 |
| — |
|
| | Benefit Continuation(5) | — |
| 71,009 |
| 71,009 |
| 71,009 |
| — |
|
| | Less Life Insurance Proceeds(6) | (2,700,000) |
| — |
| — |
| — |
| — |
|
| | Less Disability Insurance Proceeds(7) | — |
| (720,000) |
| — |
| — |
| — |
|
| | Excise Tax Gross-Up Payment(8) | — |
| — |
| — |
| 1,695,467 |
| — |
|
| | TOTAL | 1,839,397 |
| 3,890,406 |
| 3,783,509 |
| 6,721,124 |
| — |
|
| | | | | | | |
Richard B. Murphy (1) | Cash Severance Benefit (2) | 2,351,250 |
| 2,351,250 |
| 2,351,250 |
| 2,351,250 |
| — |
|
| | Value of Unvested and Accelerated Equity(3) | 362,422 |
| 362,422 |
| — |
| 456,757 |
| — |
|
| | Value of Long-Term Cash Incentive Award | 137,191 |
| 137,191 |
| — |
| 300,625 |
| — |
|
| | Benefit Continuation(5) | — |
| 168,593 |
| 168,593 |
| 168,593 |
| — |
|
| | Less Life Insurance Proceeds(6) | (2,700,000) |
| — |
| — |
| — |
| — |
|
| | Less Disability Insurance Proceeds(7) | — |
| (720,000) |
| — |
| — |
| — |
|
| | Excise Tax Gross-Up Payment(8) | — |
| — |
| — |
| 1,145,056 |
| — |
|
| | TOTAL | 150,863 |
| 2,299,456 |
| 2,519,843 |
| 4,422,281 |
| — |
|
| | | | | | | |
David L. Stoehr (1) | Cash Severance Benefit (2) | 1,920,000 |
| 1,920,000 |
| 1,920,000 |
| 1,920,000 |
| — |
|
| | Value of Unvested and Accelerated Equity(3) | 153,439 |
| 153,439 |
| — |
| 215,176 |
| — |
|
| | Value of Long-Term Cash Incentive Award | 90,489 |
| 90,489 |
| — |
| 197,500 |
| — |
|
| | Benefit Continuation(5) | — |
| 44,958 |
| 22,479 |
| 22,479 |
| — |
|
| | Less Life Insurance Proceeds(6) | (1,695,000) |
| — |
| — |
| — |
| — |
|
| | Less Disability Insurance Proceeds(7) | — |
| (720,000) |
| ��� |
| — |
| — |
|
| | Scaleback Adjustment(9) | — |
| — |
| — |
| — |
| — |
|
| | TOTAL | 468,928 |
| 1,488,886 |
| 1,942,479 |
| 2,355,155 |
| — |
|
| | | | | | | |
Lisa J. Pattis (1) | Cash Severance Benefit (2) | — |
| — |
| 2,235,000 |
| 2,235,000 |
| — |
|
| | Value of Unvested and Accelerated Equity(3) | 288,758 |
| 288,758 |
| — |
| 330,678 |
| — |
|
| | Value of Long-Term Cash Incentive Award(4) | 35,417 |
| 35,417 |
| — |
| 106,250 |
| — |
|
| | Benefit Continuation(5) | — |
| — |
| 22,479 |
| 22,479 |
| — |
|
| | Less Life Insurance Proceeds(6) | | — |
| — |
| — |
| — |
|
| | Less Disability Insurance Proceeds(7) | | — |
| — |
| — |
| — |
|
| | Scaleback Adjustment(9) | | — |
| — |
| — |
| — |
|
| | TOTAL | 324,175 |
| 324,175 |
| 2,257,479 |
| 2,694,407 |
| — |
|
(1) In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, earned but unpaid annual incentive compensation and reimbursement of miscellaneous company incurred expenses. For each NEO, this amount was zero as of December 30, 2012.
| | |
(1) | | In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, earned but unpaid annual incentive compensation and reimbursement of miscellaneous company incurred expenses. For each NEO, this amount was zero as of December 31, 2010. |
|
| (2) | | Upon termination due to death or disability, with respect to each NEO other than Ms. Pattis, or due to termination without cause, constructive termination, or change of control, with respect to each NEO with the exception ofother than Ms. Gleason,Pattis, such NEO is entitled to receive an amount equal to three times (3x) the sum of (i) the NEO’s base salary in effect at the time of termination plus (ii) an amount equal to the NEO’s target cash bonus and the NEO’s target stock bonus in the year in which the termination occurs. Under a constructive termination, termination without cause or a change of control, Ms. GleasonPattis is entitled to receivea severance payments of three times (3x) base salary and an amount equal to two times (2x) the sum of her (i) base salary in effect at the time of termination plus (ii) an amount equal to any cash bonusannual incentive compensation paid to her during the 12-month period prior to termination and any stock bonus amounts awarded or granted to her in the 12-month period prior to termination. |
| |
| (3) | | In the event of a constructive termination or termination without cause, (i) outstanding stock option awards will not immediately vest but will remain exercisable until the earlier of three months or the life of the award, and (ii) outstanding RSUs will immediately be forfeited, with the exception of Mr. Murphy’s July 2007 and Ms. Gleason’s January 2010 RSU awards, which fully vest. In the event of death, permanent disability, or termination in connection withfollowing a change inof control, all outstanding equityoption and time-vesting restricted stock awards immediately vest. The exercise priceIn the event of death or permanent disability, the August 2011 and January 2012 performance-based restricted stock unit awards will be payable in a pro-rata portion based on performance over the full performance period. For this analysis, performance has been assumed at target. In the event of termination following a change of control, the August 2011 and January 2012 performance-based restricted stock unit awards will vest in full at target performance. In the event of retirement or termination without cause, all outstandingunvested stock optionoptions will be forfeited, while the August 2011 and January 2012 performance-based restricted stock unit awards held by Mr. Wehmerwill pro-rata vest based on actual performance (performance has been assumed at target for this analysis). In the event of retirement, the January 2011 and Mr. Dykstra exceedJanuary 2012 restricted stock awards will fully vest. In the closingevent of termination without cause, the January 2011 and January 2012 restricted stock price of the Company’s Common Stock on December 31, 2010 of $33.03, as reported on Nasdaq; therefore, they do not impact the total value of the termination benefits. Mr. Stoehr does not currently hold any outstanding stock option awards.awards will be forfeited. |
(4) In the event of a termination in connection with death, permanent disability, termination without cause or a change of control, Ms. Pattis is entitled to receive the vested percentage of the truncated award amount (i.e., target award amount multiplied by the performance multiple) of her August 2011 CIRP award.
|
(4) | | As Mr. Wehmer is early retirement eligible, he would also be entitled to an additional amount equal to the amount of the CIRP award that he would have received if he would have remained employed through the end of the performance period (December 31, 2012), if he remains retired from the industry. This additional amount is not included in the total value of his termination benefits. |
|
| (5) | | We have assumed benefit continuation for Messrs. Wehmer, Dykstra and Murphy and Ms. Gleason through the age of 65, the time at which the NEO will be eligible for Medicare. We have assumed benefit continuation for 36 months in the event of permanent disability and 18 months in the event termination in connection with a change inof control, termination without cause or constructive termination for Mr. Stoehr and Ms. Pattis, per current COBRA guidelines.guidelines, and for 36 months in the event of permanent disability for Mr. Stoehr. |
| |
| (6) | | In the event of termination in connection with death, the amount of benefits to be paid to the NEOMessrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his or her employment agreement shall be reduced by the amount of any life insurance benefit payments paid or payable to the NEOhim from policies of insurance maintained and/or paid for by the Company; provided that in the event the life insurance benefits exceed the amount to be paid to the NEO, the NEOhim, he shall remain entitled to receive the excess life insurance payments. |
| |
| (7) | | In the event of termination in connection with permanent disability, the amount of benefits to be paid to the NEOMessrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his or her employment agreement shall be reduced by the amount of any long-term disability insurance benefit payments paid or payable to the NEOhim during the payment period from policies of insurance maintained and/or paid for by the Company; |
59
| | |
| | provided that in the event the long-term disability insurance benefits exceed the amount to be paid to the NEO, the NEOhim, he shall remain entitled to receive the excess insurance payments. |
| |
| (8) | | In the event of a termination in connection with a change inof control, Messrs. Wehmer, Dykstra and Murphy are entitled to an excise tax gross-up payment to be paid by the Company if the present value of the NEO’s parachute payments exceeds his safe harbor. Effective May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change inof control. |
| |
| (9) | | The employment agreements for Mr. Stoehr and Ms. GleasonPattis provide that in the event the potential payments would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code, or any interest or penalties with respect to such excise tax, then the amount of the payout would be automatically reduced to an amount equal to $1.00 less than three times (3x) the “base amount” as defined in Section 280G(3) of the Internal Revenue Code (the “Reduced Payment”). The preceding sentence shall not apply if the sum of the amount of severance pay less the amount of excise tax payable by the NEO is greater than the Reduced Payment. |
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion & Analysis with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in the Company’s proxy statement, its Annual Report on Form 10-K and such other filings with the Securities and Exchange Commission as may be appropriate.
Compensation Committee
|
| | |
| | |
| ALBIN F. MOSCHNER (Chair) | | JOSEPH F. DAMICO |
| BRUCE K. CROWTHER | | CHARLES H. JAMES III |
PROPOSAL NO. 2 — ADVISORY VOTE ON 2012 EXECUTIVE COMPENSATION
Background of the Proposal
As the Company has done in years past, we are providing shareholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. The Company believes that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program.
At the annual meetings of shareholders held in 2012 and 2011, we provided our shareholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for the 2012 and 2011 annual meetings, respectively. Our shareholders overwhelmingly approved such proposals, with approximately 95% of the votes cast each year in favor. At the 2011 annual meeting, we also asked our shareholders to indicate if we should hold an advisory vote on the compensation of our named executive officers every one, two or three years, with our Board of Directors recommending an annual advisory vote. Because our Board of Directors views it as a good corporate governance practice, and because at our 2011 annual meeting approximately 89% of the votes cast were in favor of an annual advisory vote, we again are asking our shareholders to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC rules.
Executive Compensation
The Company believes that its compensation policies and procedures, which are reviewed and approved by the Compensation Committee, encourage a culture of pay-for-performance and are strongly aligned with the long-term interests of shareholders. As more fully set forth under “Executive Compensation — Compensation Discussion & Analysis,” the Compensation Committee has taken a number of actions in recent years to further strengthen the Company’s compensation philosophy and objectives and the percentage of the compensation of senior executives which is “at risk.” As always, the Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.
Shareholders are encouraged to carefully review the “Executive Compensation — Compensation Discussion & Analysis” section of this Proxy Statement for a detailed discussion of the Company’s executive compensation program.
The Board of Directors has authorized a shareholder vote on the Company’s 2012 executive compensation as reflected in the Compensation Discussion & Analysis, including the disclosures regarding named executive officer compensation provided in the various tables included in this Proxy Statement, the accompanying narrative disclosures and the other compensation information provided in this Proxy Statement. This proposal, commonly known as a “Say on Pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay program and policies through the following resolution:
“Resolved, that the shareholders of Wintrust Financial Corporation approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement for the 2013 Annual Meeting of Shareholders.”
Required Vote
The approval of the advisory (non-binding) proposal on our 2012 executive compensation described in this Proxy Statement requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the same effect as a vote against the proposal. Because this shareholder vote is advisory, it will not be binding on the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE “FOR”
APPROVAL OF THE ADVISORY PROPOSAL ON 2012 EXECUTIVE COMPENSATION
AS DESCRIBED IN THIS PROXY STATEMENT
DIRECTOR COMPENSATION
The Company seeks to compensate its non-employee Directors in a manner that attracts and retains qualified candidates to serve on the Board and to compensate such Directors for their service on the Board in an amount that is commensurate with their role and involvement. In setting non-employee Director compensation, the Nominating Committee and the Board consider the significant amount of Directors. time the Company’s Directors expend in fulfilling their duties as well as the skill level required. During its 2011 review of Director compensation, the Nominating Committee commissioned an independent review by Deloitte, the Nominating Committee’s and Compensation Committee’s independent compensation consultant. As part of this review, Deloitte analyzed competitive compensation data for non-employee Directors from the Company’s then-current peer group of 13 Midwestern and National U.S. publicly-traded banks, as well as 18 publicly-traded U.S. companies in general industry that have similar market capitalizations to the Company. Based on this review, the Nominating Committee recommended, and the Board approved, changes to the compensation of our non-employee Directors in order to further align with peer group practices and recognize relative responsibilities, evolving market practice and increased time non-employee Directors are required to commit to governance-related responsibilities. Such changes included an increase in the annual retainer paid to non-employee Directors and elimination of attendance fees for Board meetings other than for meetings in excess of six per year.
To strengthen the alignment of interests between Directors and shareholders, the Board has adopted aalso increased its minimum stock ownership guideline for Directors. Within three years of joining the Board, each Director shouldDirectors were previously required to own Common Stock (or common stock equivalents) having a value of at least threefive times the annual retainer fee paid to Directors. AllDirectors, resulting in an ownership requirement of $150,000. In December 2011, the Board increased its minimum stock ownership guideline by requiring Directors to own Common Stock (or common stock equivalents) having a value of at least four times the annual fee paid to non-employee Directors, resulting in an ownership requirement of $300,000. This minimum stock ownership is required to be met within four years of joining the Board. In the event the annual retainer is increased, as it was in 2011, Directors will have four years to meet the new ownership guideline.
During 2012, no changes were made to the Company’s Director compensation program. As of March 31, 2013, all of the Company’s Directors either own a number ofsufficient shares which exceeds this minimumto meet the stock ownership guideline.guideline or is on target to meet the minimum stockownership guide line within the prescribed time frame.
Compensation for Non-employee Directors
For their service to the Company, non-employee Directors are entitled to an annual retainer (the “Annual Retainer”), attendance fees for Boardcommittee meetings and committeecertain Board meetings, and a payment for service as a chairman of the Board or of certain committees.committees (other than the Annual Retainer, “Other Director Fees”). Additionally, non-employee Directors who serve as a director of any of the Company’s subsidiaries are entitled to compensation for such service. Directors who are employees of the Company receive no additional compensation for their service on the Board of Directors.
Retainer Fees.The In 2012, the Company pays non-employee Directorspaid an annual retainer fee paid to non-employee Directors of $30,000.$75,000. As explained further below, this amount may be paid in cash or in shares of the Company’s Common Stock.
Board Meeting Attendance Fees.Non-employee The Company does not pay an attendance fee for meetings of the Board; however, in the event the Company holds more than six Board meetings in one year, non-employee Directors will receive per meeting fees of $2,000 for in-person attendance, or $1,500 for telephonic attendance, for each such additional Board meeting the Director attends.
Committee Meeting Attendance Fees. In order to properly reward non-employee Directors who sit on committees for their efforts and contributions, non-employee Directors receive $3,250an attendance fee for each Board of Directors meeting they attend. For service on a committee of the Board ofBoard. Non-employee Directors non-employee Directors receive an attendance fee of $1,700 per committee meeting attended, except for Audit Committee members, who receive a $2,000 per meeting attendance fee.
Chairmanships.The Chairman of In order to properly reflect the differences in workloads resulting from certain positions on the Board, the Chair of the Risk Management Committee, the Chair of the Audit Committee, the Chair of the Compensation Committee, the Chair of the Nominating Committee and the Chair of the Finance Committee are also entitled to an additional fee of $55,000, $35,000, $20,000, $10,000, $10,000 and $10,000, respectively. Beginning in 2013, the fee payable to the chair of the Risk Management Committee will be adjusted to $10,000. In 2012 the Company paid the Chairman of the Board an additional fee of $60,000.
Subsidiary Directorships.Non-employee Directors who serve on the Boards of Directors of our Subsidiaries are entitled to compensation for such service. No independent member of the Company’s Board of Directors serves on more than one subsidiary board other than Messrs. Getz Heitmann and Rademacher.Heitmann. See the description above under “Election of Directors” for additional biographical information.
Directors Deferred Fee and Stock Plan
The Director Plan is a program that allows non-employee Directors to receive their Director fees in either cash or Common Stock. Under the Director Plan, Directors may also choose to defer the receipt of theirthe Annual Retainer delivered in the form of Common Stock or defer the receipt of Other Director fees. EachFee in the form of these options is described in greater detail below.cash or Common Stock.
60
Fees Paid in Stock.In April 2011, the Board of Directors amended theThe Director Plan to allowallows a Director to elect to receive his or her retainerAnnual Retainer fee and Other Director Fees in cash or in shares of the Company’s Common Stock. A Director will receive all fees in cash unless he or she elects to receive such fees in shares of the Company’s Common Stock. The number of shares of Common Stock to be issued will be determined by dividing the fees earned during a calendar quarter by the fair market value (as defined in the Director Plan) of the Common Stock on the last trading day of the preceding quarter. The
Under the Director Plan, a Director may elect to defer receipt of shares of Common Stock to be paid will be issued once a year before January 15threceived as an Annual Retainer or more frequently if so determined by the administrator. Once issued, the shares will be entitled to full dividend and voting rights. In the event of an adjustment in the Company’s capitalization or a merger or other transaction that results in a conversion of the Common Stock, corresponding adjustments will be made to Common Stock received by a Director. The Company does not match or apply any premium toas Other Director fees paid in shares of the Company’s Common Stock.
Deferral of Common Stock.Fees. If a Director elects to defer his or her receipt of shares offees paid in Common Stock, the Company will maintain on its books deferred stock units (“Units”) representing an obligation to issue shares of Common Stock to the Director. The number of Units credited will be equal to the number of shares that would have been issued but for the deferral election. Additional Units will be credited at the time dividends are paid on the Common Stock. The number of additional Units to be credited each quarter will be computed by dividing the amount of the dividends that would have been received if the Units were outstanding shares by the fair market value of the Common Stock on the last trading day of the preceding quarter. Because Units represent a right to receive Common Stock in the future, and not actual shares, there are no voting rights associated with them. In the event of an adjustment in the Company’s capitalization or a merger or other transaction that results in a conversion of the Common Stock, corresponding adjustments will be made to the Units. The Director will be a general unsecured creditor of the Company for purposes of the Common Stock to be paid in the future. The shares of Common Stock represented by the Units will be issued before January 15th of the year following the date specified byto the Director in his or heraccordance with the deferral election which may be either the date on which he or she ceases to be a Director of the Company, or the 1st, 2nd, 3rd, 4th or 5th anniversaryDirector.
The Director Plan also permits deferral of such date. AOther Director may elect to change the date on which the Common Stock represented by the Units will be issued, but such election will not be effective for 12 months and must specify a date that is at least five years after the date on which the originally scheduled distribution would have been made.
Deferral of Cash.Fees in cash. If a Director elects to defer receipt of Directors’ feesOther Director Fees in cash, the Company will maintain on its books a deferred compensation account representing an obligation to pay the Director cash in the future. The amount of the Director’s fees will be credited to thisa Director’s deferred compensation account as of the date such fees otherwise would be payable to the Director. All amounts credited to a Director’s deferred compensationin such account will accrue interest based on the 91-day Treasury Bill discount rate, adjusted quarterly, until paid. Accrued interest will be credited at the end of each calendarthe quarter. No funds will actually be set aside for payment to the Director and the Director will be a general unsecured creditor of the Company for the purposes of the amount in his or her deferred compensation account. The amount in the deferred compensation account will be paid to the Director before January 15thin accordance with the deferral election of the year following the date specified by the Director in his or her deferral election, which may be either the date on which he or she ceases to be a Director of the Company, or the 1st, 2nd, 3rd, 4th or 5th anniversary of such date. A Director may elect to change the date on which the amount in the deferred compensation account will be paid, but such election will not be effective for 12 months and must specify a date that is at least five years after the date on which the originally scheduled payment would have been made.Director.
Director Summary Compensation Table
The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2010.2012.
61
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | (e) | | | | |
| | | | | | | | | | | | | | | Change | | | | |
| | | | | | | | | | | | | | | in Pension | | | | |
| | | | | | | | | | | | | | | Value and | | | | |
| | | (b) | | | | | | | | | | Nonqualified | | | | |
| | | Fees | | (c) | | (d) | | Deferred | | (f) | | |
| | | Earned or | | Stock | | Option | | Compensation | | All Other | | (g) |
| (a) | | Paid in Cash | | Awards | | Awards | | Earnings | | Compensation | | Total |
| Name | | ($)(1) | | ($)(2) | | ($) | | ($) | | ($)(3) | | ($) |
| Peter D. Crist | | | — | | | | 150,100 | | | | — | | | | — | | | | 10,842 | | | | 160,942 | |
| Bruce K. Crowther | | | — | | | | 88,300 | | | | — | | | | — | | | | 14,033 | | | | 102,333 | |
| Joseph F. Damico | | | 43,100 | | | | 30,000 | | | | — | | | | — | | | | — | | | | 73,100 | |
| Bert A. Getz, Jr. | | | — | | | | 67,550 | | | | — | | | | — | | | | 17,838 | | | | 85,388 | |
| H. Patrick Hackett, Jr. | | | 68,300 | | | | 30,000 | | | | — | | | | — | | | | 24,644 | | | | 122,944 | |
| Scott K. Heitmann | | | 42,800 | | | | 30,000 | | | | — | | | | — | | | | 34,894 | | | | 107,694 | |
| Charles H. James III | | | 46,500 | | | | 30,000 | | | | — | | | | — | | | | 7,800 | | | | 84,300 | |
| Albin F. Moschner | | | — | | | | 84,950 | | | | — | | | | — | | | | 713 | | | | 85,663 | |
| Thomas J. Neis | | | 44,800 | | | | 30,000 | | | | — | | | | — | | | | 10,454 | | | | 85,254 | |
Christopher J. Perry(4) | | | — | | | | 85,050 | | | | — | | | | — | | | | 477 | | | | 85,527 | |
| Hollis W. Rademacher | | | 64,850 | | | | 30,000 | | | | — | | | | — | | | | 125,625 | | | | 220,475 | |
| Ingrid S. Stafford | | | 66,500 | | | | 30,000 | | | | — | | | | — | | | | 25,767 | | | | 122,267 | |
|
| | | | | | | | | | |
(a) Name | (b)
Fees
Earned or
Paid in Cash
($)(1) | (c)
Stock
Awards
($) | (d)
Option
Awards
($) | (e)
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | (f)
All Other
Compensation
($)(2) | (g)
Total
($) |
| Peter D. Crist | 157,100 | — |
| — |
| — |
| 9,590 |
| 166,690 |
| Bruce K. Crowther | 102,200 | — |
| — |
| — |
| 9,891 |
| 112,091 |
| Joseph F. Damico | 100,300 | — |
| — |
| — |
| — |
| 100,300 |
| Bert A. Getz, Jr. | 93,800 | — |
| — |
| — |
| 23,447 |
| 115,247 |
| H. Patrick Hackett, Jr. | 107,100 | — |
| — |
| — |
| 15,124 |
| 122,224 |
| Scott K. Heitmann | 114,217 | — |
| — |
| — |
| 28, 989 |
| 143,206 |
| Charles H. James III | 97,200 | — |
| — |
| — |
| 23,150 |
| 120,350 |
| Albin F. Moschner | 107,200 | — |
| — |
| — |
| 2,722 |
| 109,922 |
| Thomas J. Neis | 93,800 | — |
| — |
| — |
| 16,173 |
| 109,973 |
Christopher J. Perry(3) | 97,100 | — |
| — |
| — |
| 1,408 |
| 98,508 |
| Hollis W. Rademacher | 50,933 | | | | 137,500 |
| 188,433 |
| Ingrid S. Stafford | 113,800 | — |
| — |
| — |
| 25,188 |
| 138,988 |
| Sheila G. Talton | 48,850 | — |
| — |
| — |
| — |
| 48,850 |
| | |
| (1) | | Includes fees paid in cash both paid out and deferred,stock for services as Directors of the Company. Certain Directors elected to receive fees in stock |
as follows:
|
| |
Name | Fees Earned in Stock |
| Peter D. Crist | $157,100 |
| Bruce K. Crowther | 75,000 |
| Joseph F. Damico | 85,000 |
| Bert A. Getz, Jr. | 91,800 |
| Scott K. Heitmann | 38,167 |
| Charles H. James III | 75,000 |
| Christopher J. Perry | 97,100 |
| Ingrid S. Stafford | 47,500 |
| Sheila G. Talton | 21,875 |
As of December 31, 2012, Directors held shares in our deferred stock program as follows: Crist: 28,547 shares;
Crowther: 21,515 shares; Getz: 24,672 shares; Hackett: 2,643 shares; Heitmann: 4,720 shares; Moschner: 4,028 shares;
Neis: 14,354 shares; Perry: 9,927 shares; Rademacher 746 shares; and Stafford: 7,658 shares.
| |
| (2) | | Includes fees paid in stock, both distributed and deferred, for services as Directors of the Company. |
|
(3) | | Includes fees paid in cash and stock, both paid out and deferred, for services as directors of the Company’s subsidiaries. Also includes interest earned on fees deferred in accordance with “Deferral of Cash” option described above and dividends earned on fees deferred in accordance with “Deferral of Common Stock” optionas described above. |
| |
(4) | (3) | Pursuant to Mr. Perry’s request, director fees payable to him are paid directly to CIVC Partners, LP. |
62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock as of the Record Date, with respect to (i) each Director and each NEO (as defined herein) of the Company; (ii) all Directors and executive officers of the Company as a group and (iii) significant shareholders known to the Company that beneficially own in excess of 5% of the Common Stock. Unless otherwise indicated, the listed person has sole voting and dispositive power. Except as indicated in the footnotes to the table below, the business address of the persons listed below is the address of our principal executive office, 727 North Bank Lane, Lake Forest,9700 West Higgins Road, Rosemont, Illinois 60045.60018.
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Options & | | | | |
| | | Amount of | | | | | | Warrants | | Total | | |
| | | Common Shares | | Restricted | | Exercisable | | Amount of | | |
| | | Beneficially | | Stock | | Within | | Beneficial | | Total Percentage |
| | | Owned (1) | | Units (1) | | 60 Days (1) | | Ownership (1) | | Ownership (1) |
Directors | | | | | | | | | | | | | | | | | | | | |
| Peter D. Crist | | | 72,149 | | | | — | | | | — | | | | 72,149 | | | | * | |
| Bruce K. Crowther | | | 17,996 | | | | — | | | | — | | | | 17,996 | | | | * | |
| Joseph F. Damico | | | 10,177 | | | | — | | | | — | | | | 10,177 | | | | * | |
| Bert A. Getz, Jr. | | | 23,007 | | | | — | | | | — | | | | 23,007 | | | | * | |
| H. Patrick Hackett, Jr. | | | 23,475 | | | | — | | | | — | | | | 23,475 | | | | * | |
| Scott K. Heitmann | | | 12,588 | | | | — | | | | — | | | | 12,588 | | | | * | |
| Charles H. James III | | | 3,757 | | | | — | | | | — | | | | 3,757 | | | | * | |
Albin F. Moschner(2) | | | 40,998 | | | | — | | | | — | | | | 40,998 | | | | * | |
| Thomas J. Neis | | | 15,703 | | | | — | | | | — | | | | 15,703 | | | | * | |
| Christopher J. Perry | | | 35,750 | | | | — | | | | — | | | | 35,750 | | | | * | |
| Hollis W. Rademacher | | | 93,874 | | | | — | | | | — | | | | 93,874 | | | | * | |
| Ingrid S. Stafford | | | 14,895 | | | | — | | | | — | | | | 14,895 | | | | * | |
Edward J. Wehmer(3)** | | | 171,922 | | | | 89,935 | (12) | | | 235,400 | | | | 497,257 | | | | 1.41 | % |
Other Named Executive Officers | | | | | | | | | | | | | | | | | | | | |
| David A. Dykstra | | | 113,251 | | | | 63,886 | (12) | | | 100,800 | | | | 277,937 | | | | * | |
Richard B. Murphy(4) | | | 33,579 | | | | 23,800 | (13) | | | 51,899 | | | | 109,278 | | | | * | |
David L. Stoehr(5) | | | 5,592 | | | | 6,141 | (12) | | | 23,750 | | | | 35,483 | | | | * | |
| Leona A. Gleason | | | 1,173 | | | | 4,824 | (12) | | | 2,000 | | | | 7,997 | | | | * | |
Total Existing Directors & Executive Officers (24 persons)(6) | | | 814,727 | | | | 227,990 | | | | 543,718 | | | | 1,586,435 | | | | 4.44 | % |
Other Significant Shareholders | | | | | | | | | | | | | | | | | | | | |
Dimensional Fund Advisors LP(7) | | | 1,817,333 | | | | — | | | | — | | | | 1,817,333 | | | | 5.22 | % |
T. Rowe Price Associates, Inc.(8) | | | 2,402,350 | | | | — | | | | — | | | | 2,402,350 | | | | 6.90 | % |
BlackRock, Inc.(9) | | | 2,684,057 | | | | — | | | | — | | | | 2,684,057 | | | | 7.70 | % |
Wellington Management Company, LLP(10) | | | 3,448,716 | | | | — | | | | — | | | | 3,448,716 | | | | 9.90 | % |
CIVC-WTFC LLC(11) | | | 1,944,000 | | | | — | | | | — | | | | 1,944,000 | | | | 5.27 | % |
|
| | | | | | | | | | |
| | Amount of
Common
Shares
Beneficially
Owned (1) | Restricted
Stock
Units (1) | Options &
Warrants
Exercisable
Within
60 Days (1) | Total
Amount of
Beneficial
Ownership
(1) | Total
Percentage
Ownership
(1) |
| Directors | | | | | |
| Peter D. Crist | 81,918 |
| — |
| — |
| 81,918 |
| * |
| Bruce K. Crowther | 23,046 |
| — |
| — |
| 23,046 |
| * |
| Joseph F. Damico | 14,003 |
| — |
| — |
| 14,003 |
| * |
| Bert A. Getz, Jr. | 29,003 |
| — |
| — |
| 29,003 |
| * |
| H. Patrick Hackett, Jr. | 24,238 |
| — |
| — |
| 24,238 |
| * |
| Scott K. Heitmann | 14,709 |
| — |
| — |
| 14,709 |
| * |
| Charles H. James III (2) | 6,263 |
| — |
| — |
| 6,263 |
| * |
| Albin F. Moschner | 43,044 |
| — |
| — |
| 43,044 |
| * |
| Thomas J. Neis | 16,590 |
| — |
| — |
| 16,590 |
| * |
| Christopher J. Perry | 15,750 |
| — |
| — |
| 15,750 |
| * |
| Ingrid S. Stafford | 17,426 |
| — |
| — |
| 17,426 |
| * |
| Sheila G. Talton | 2,357 |
| | | 2,357 |
| * |
| Edward J. Wehmer** | 109,837 |
| 56,265 (4) |
| 71,845 |
| 237,947 |
| * |
| Other Named Executive Officers | | | | | |
| David A. Dykstra | 132,843 |
| 39,226 (4) |
| 90,829 |
| 262,898 |
| * |
| Richard B. Murphy | 39,925 |
| 2,485 (4) |
| 54,287 |
| 96,697 |
| * |
| David L. Stoehr (3) | 13,872 |
| 497 (4) |
| 4,159 |
| 18,528 |
| * |
| Lisa J. Pattis | 2,722 |
| 5,000 (4) |
| 3,189 |
| 10,911 |
| * |
| Total Existing and Continuing Directors & Executive Officers (25 persons) | 747,153 |
| 112,063 |
| 329,121 |
| 1,188,337 |
| 3.17% |
|
| Other Significant Shareholders | | | | | |
| T. Rowe Price Associates, Inc. (5) | 2,761,256 |
| | | 2,761,256 |
| 7.5 | % |
| The Vanguard Group, Inc. (6) | 2,087,192 |
| | | 2,087,192 |
| 5.72 | % |
| BlackRock, Inc. (7) | 2,967,165 |
| | | 2,967,165 |
| 8.14 | % |
| Dimensional Fund Advisors LP (8) | 2,800,603 |
| | | 2,800,603 |
| 7.69 | % |
| Wellington Management Company, LLP (9) | 3,151,046 |
| | | 3,151,046 |
| 8.43 | % |
| Invesco Ltd. (10) | 2,226,927 |
| | | 2,226,927 |
| 6.1 | % |
| CIVC-WTFC LLC(11) | 1,944,000 |
| | | 1,944,000 |
| 4.99% |
|
| |
| ** | | Mr. Wehmer is also an executive officer. |
| |
| (1) | | Beneficial ownership and percentages are calculated in accordance with SEC Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
| |
| (2) | | Of the shares beneficially owned by Mr. Moschner, 27,000James, 3,533 are pledged as security to a financial institution. |
| |
| (3) | | Of the shares beneficially owned by Mr. Wehmer, 60,000Stoehr, 11,996 are pledged as security to a financial institution. |
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The following is a description of the fees billed to the Company by Ernst & Young LLP for the years ended December 31, 20102012 and December 31, 2009:2011:
The Audit Committee pre-approves all services, including both audit and non-audit services, provided by the Company’s independent auditor. For audit services, the independent auditor provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year and the fees to be charged, which must be formally accepted by the Audit Committee before the audit commences.
Management also submits to the Audit Committee a list of non-audit services that it recommends the independent auditor be engaged to provide and an estimate of the fees to be paid for each. The Audit Committee considers whether the provision of non-audit services by the Company’s independent auditor is compatible with
The Company is unaware of any other matter to be acted upon at the Annual Meeting for shareholder vote. In case of any matter properly coming before the Annual Meeting for shareholder vote, unless discretionary authority has been denied the proxy holders named in the proxy accompanying this statement shall vote them in accordance with their best judgment.
