Alex E. Washington, III
WINTRUST FINANCIALAbout Alex E. Washington, III
Independent director since 2020 (age 51 at 2025 annual meeting), Washington is a Managing Director at Wind Point Partners and holds a BA in Finance (Morehouse College) and an MBA (Harvard Business School); he is a Class VI Kauffman Fellow . He serves on boards of several private companies (e.g., Quantix, Ascensus Specialties, Hardgards, HASA) and is a director of Wintrust Bank, where he chairs the bank’s Audit Committee . The Board highlights his M&A, underwriting, valuation and capital raising expertise relevant to WTFC’s transaction evaluation and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wind Point Partners | Managing Director | 2002–present | Board experience across multiple portfolio companies; M&A and valuation expertise |
| J.H. Whitney | Professional (private equity) | Prior to 2002 | Investment experience supporting capital allocation judgment |
| Donaldson Lufkin & Jenrette | Professional | Prior to 2002 | Investment banking background |
| McKinsey & Company | Professional | Prior to 2002 | Strategic analysis skill set |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wintrust Bank | Director; chairs Audit Committee | Current | Subsidiary board within WTFC enterprise |
| Quantix | Director | Current | Private company board (chemicals/logistics) |
| Ascensus Specialties | Director | Current | Private company board (specialty chemicals) |
| Hardgards | Director | Current | Private company board (industrial/consumer) |
| HASA | Director | Current | Private company board (water treatment) |
| Chicago Council on Global Affairs | Board member | Current | Civic role |
| Art Institute of Chicago | Board member | Current | Civic role |
| Chicago Foundation for Education | Life trustee | Current | Civic role |
Board Governance
- Independence: Non-employee director; Board committees (other than Executive) are composed of independent directors under Nasdaq standards . WTFC prohibits director hedging, short selling, and pledging of company stock .
- Attendance and engagement: Board met six times in 2024; each director attended >90% of Board and committee meetings. In 2023, Board met five times; each director attended >77% .
- Committee assignments:
- As of 2025 proxy date: Audit (Member), Risk Management (Chair), IT/IS (Member), Executive (Member) .
- Following 2025 Annual Meeting (expected): Compensation (Member), Finance (Chair), Executive (Member) .
| Committee Structure | Current (as of proxy) | Post-Annual Meeting (expected) |
|---|---|---|
| Audit | Member | Member |
| Compensation | — | Member |
| Risk Management | Chair | Chair (Brian A. Kenney chairs; Washington moves to Finance) |
| Finance | — | Chair |
| IT/IS | Member | — |
| Executive | Member | Member |
Fixed Compensation
- WTFC non-employee director program: Annual Board Fee Retainer $160,000 (2024), Annual Committee Fee Retainer $10,000 per committee (excluding Executive), committee meeting fees only if >5 meetings, chair fees $25,000 (Audit, Compensation, Finance, IT/IS, Nominating, Risk Management), Board chair fee $60,000; directors may elect fees in stock; subsidiary board service is additionally compensated .
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $185,400 | $175,200 | $205,000 |
| Stock Awards | — | — | — |
| Option Awards | — | — | — |
| All Other Compensation | $18,292 | $27,238 | $32,512 |
| Total | $203,692 | $202,438 | $237,512 |
| Fees Elected in Common Stock | $185,400 | $175,200 | $205,000 |
| Subsidiary Service/Dividends Detail (in All Other) | $7,892 dividends; $10,400 subsidiary fees | $13,238 dividends; $14,000 subsidiary fees | $19,612 dividends; $12,900 subsidiary fees |
Performance Compensation
- WTFC does not award performance-based equity or options to non-employee directors; directors can defer fee-equivalent stock into Units under the 2005 Directors Deferred Fee and Stock Plan with dividend-equivalent Units; cash deferrals accrue interest at 91-day T-bill discount rate; distributions occur post-retirement per deferral election .
| Program Component | 2024 Terms |
|---|---|
| Annual Board Fee Retainer | $160,000 (cash or common stock) |
| Annual Committee Fee Retainer | $10,000 per committee (ex-Executive) |
| Committee Chair Fee | $25,000 (Audit, Comp, Finance, IT/IS, Nominating, Risk) |
| Meeting Fees (Board) | Only if >6 meetings: $2,000 in-person / $1,500 virtual |
| Meeting Fees (Committees) | Only if >5 meetings: $2,000 in-person / $1,500 virtual |
| Director Plan (Stock Deferral) | Units credited; dividend-equivalent Units; no voting rights |
| Director Plan (Cash Deferral) | Accrues 91-day T-bill discount rate interest; unsecured |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Wintrust Bank (subsidiary) | Bank subsidiary | Director; Audit Chair | Subsidiary oversight; “All Other Compensation” includes subsidiary fees—disclosed annually |
| Quantix; Ascensus Specialties; Hardgards; HASA | Private companies | Director | No related-party transactions disclosed with WTFC |
| Civic boards (Chicago Council on Global Affairs; Art Institute; Chicago Foundation for Education) | Non-profit | Board/Life trustee | Governance and community engagement |
Expertise & Qualifications
- Transactional rigor: Extensive private equity experience in M&A underwriting, valuation, and capital raising aligned with WTFC’s acquisition and financing activities .
- Financial governance: Chairs Wintrust Bank’s Audit Committee; prior roles in PE and IB enhance audit, risk, and liquidity oversight .
- Education and credentials: BA Finance (Morehouse), MBA (Harvard), Kauffman Fellow .
Equity Ownership
- WTFC prohibits hedging/short selling and pledging by directors and employees; directors must maintain significant ownership per guidelines .
- Director stock ownership guideline: Minimum of 4x annual retainer value; $560,000 for 2023 and $640,000 for 2024; to be met within four years of joining the Board; all non-employee directors either met or were on track as of the record date in 2024 .
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common Shares Beneficially Owned | 5,617 | 5,617 | 5,617 |
| Restricted Stock Units | — (not listed) | — (not listed) | 12,332 Units |
| Deferred Shares (Director Plan Units) | 7,313 | 9,974 | — (Units presented under RSUs for 2025) |
| Total Ownership (incl. RSUs/Deferred Units) | 12,930 | 15,591 | 17,949 |
| Shares Pledged as Collateral | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Insider Trades (Form 4 – latest activity)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-09-30 | Award (A) | 472 | $123.98 | 19,435 | |
| 2025-06-30 | Award (A) | 548 | $112.46 | 18,963 |
Say‑on‑Pay & Shareholder Feedback
| Item | 2023 Annual Meeting | 2024 Annual Meeting |
|---|---|---|
| Advisory Vote on Executive Compensation (For/Against/Abstain/Broker Non-Votes) | 49,251,584 / 2,498,827 / 81,591 / 2,355,711 | 53,032,605 / 1,008,965 / 49,594 / 2,413,651 |
Governance Assessment
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Strengths:
- Deep M&A and valuation competency; active leadership in risk and finance committees (Risk Management Chair as of 2025 proxy; expected Finance Chair post‑meeting) supports board effectiveness in credit and transaction oversight .
- High attendance and engagement; board conducts regular executive sessions and self‑assessments; robust director training and independence across committees .
- Strong alignment policies: stock ownership guidelines, clawback adoption aligned with SEC/Nasdaq rules, and bans on hedging/pledging/short selling increase investor confidence .
-
Compensation/Ownership alignment:
- Elects to take director fees in stock (fee‑in‑stock election of $205,000 in 2024), builds ownership via deferred stock Units and dividend equivalents; ownership increased from total 12,930 (2023) to 17,949 (2025) .
-
Potential conflicts and red flags:
- No related‑party transactions involving Washington disclosed; Nominating Committee reviews related‑party transactions; subsidiary board service is disclosed and compensated transparently via “All Other Compensation” .
- No pledging/hedging; no option repricing; say‑on‑pay support remained strong (2023 and 2024) .
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Implications: Washington’s finance and transaction orientation, plus expected Finance Committee chair role, point to continuity in disciplined capital allocation and risk governance; his fee‑in‑stock elections and unit accumulation improve alignment, while the company’s prohibitions and ownership policies mitigate common governance risks .