Wintrust Financial (WTFC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with voting on director elections, executive compensation, stock incentive plan, and auditor ratification.

• 2024 saw record net income, strong loan and deposit growth, and the acquisition of Macatawa Bank.

• Board and committees emphasize strong governance, risk oversight, and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing 13 directors, approving the 2025 Stock Incentive Plan, a non-binding say-on-pay, and ratifying Ernst & Young LLP as auditor.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 4, 2025.

Board of directors and corporate governance

• Board consists of 13 members post-meeting, with a majority being independent.

• Committees include Audit, Compensation, Risk Management, Finance, IT/IS, Nominating, and Executive.

• Annual board and committee self-assessments, director education, and robust code of ethics in place.

• Policy prohibits directors from serving on more than four other public company boards.

• No shareholder rights plan (poison pill) is in effect.