Alex E. Washington, III

About 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

External Roles

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) .

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 .

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 .

Other Directorships & Interlocks

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 .

Insider Trades (Form 4 – latest activity)

Say‑on‑Pay & Shareholder Feedback

Governance Assessment

• 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) .

• 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 .